CDE Coeur Mining Inc

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

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Filed by a Party other than the Registrant  ☐

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We are pleased to present Coeur Mining’s Proxy Statement and invite you to attend our 2022 Annual Meeting of Stockholders to be held on May 10, 2022, at 9:30 a.m., Central Time. In light of ongoing COVID-19 concerns and our commitment to health, safety and wellness, the Annual Meeting will be held virtually. While we look forward to future years to once again conduct our Annual Meeting in person, we are hopeful that our virtual platform will allow for greater participation by all our stockholders, regardless of geographic location. The following Notice of 2022 Annual Stockholders’ Meeting and Proxy Statement will serve as your guide to the business that will be conducted at the meeting. You will also find information on how to return your proxy to vote your shares, by internet, by phone or by mail, in advance of the Annual Meeting, which you are encouraged to do.

2021 was a year of significant progress. Guided by our purpose statement, We Pursue a Higher Standard, the Coeur team delivered solid operational performance, exploration success, exceptional health and safety results, advanced key strategic initiatives and executed strategies to address challenges associated with COVID-19. Executive pay in 2021 demonstrates alignment with these metrics, taking into consideration stock price underperformance.

From the Board to our front-line operators, our continued commitment to environmental, social and governance, or ESG, principles and practices remains integral to our business. This commitment is reflected in the publication of our second Responsibility Report, the establishment of a cross-functional climate working group and our published greenhouse gas emissions target of a 25% net intensity reduction by the end of 2025. Coeur continues to be recognized by numerous global, national and local organizations for its leadership in corporate responsibility, notably the National Institute of Occupational Safety and Health, or NIOSH, awarded Coeur its Mine Safety and Health Technology Award for 2021 for its COVID-19 response and mitigation plan.

Consistent with the continuous improvement processes we drive in our operations, we continue to evolve our best-in-class corporate governance practices which include regular outreach and engagement with Coeur investors. Stockholder feedback is an essential component of Coeur’s corporate governance practices and helps to drive increased transparency, accountability and, ultimately, more active, engaged and effective corporate oversight. We remain acutely focused on advancing diversity, equity and inclusion at all levels of our organization, including among our Board of Directors, and proactively adopting governance best practices, such as proxy access and broad compensation clawback policies.

We look forward to your participation in this year’s meeting. We will update you on our business, the progress we’ve made in our largest exploration investment in Company history, our responsible operations and the resilience and dedication of our over 2,100 employees who have worked tirelessly to drive the key principles that define Coeur: to Protect our people, places and planet, Develop quality resources, growth and plans and Deliver impactful results.

Thank you for being a Coeur stockholder. We encourage you to return your proxy to vote your shares in advance, even if you plan to attend the virtual 2022 Annual Stockholders’ Meeting. You can submit your proxy on the internet or by telephone, or by completing, signing, dating, and returning your proxy card. Instructions on how to vote begin on page 82. Regardless of how many shares you own, your vote is important. On behalf of the Board, the management team and employees, thank you for your investment in, and support of Coeur Mining.

Respectfully,

 

Due to ongoing public health and travel safety concerns relating to COVID-19, and to support the health and safety of our stockholders, employees and stakeholders, the Annual Meeting will be conducted in a virtual-only format, solely by means of a live audio webcast. Online access to the audio webcast will begin approximately 15 minutes before the start of the Annual Meeting to allow time for you to log-in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time. Stockholders participating in the Annual Meeting will be able to vote their shares electronically during the Annual Meeting and may submit questions during the virtual event using the directions on the meeting website at www.virtualshareholdermeeting.com/cde2022. To participate in the Annual Meeting, you will need the 16-digit control number found on your proxy card, voting instruction form or notice of internet availability. If you hold your shares in the name of a broker, bank, trustee or other nominee, you may need to contact your broker, bank, trustee or other nominee for assistance with your 16-digit control number.

For more information about voting, see “General Information” on page 82.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 10, 2022. This Proxy Statement and our 2021 Annual Report to Stockholders, which contains financial and other information concerning Coeur Mining, Inc., are available at www.proxyvote.com.

We are a precious metals producer with mines located in the United States, Canada and Mexico, and exploration projects in North America. Coeur’s strategy is to be a well-diversified, growing precious metals producer with a focus on generating sustainable, high-quality cash flow and returns from a North American asset base. Our strategy is guided by our purpose statement, We Pursue a Higher Standard, and three key principles:

 

We proactively conduct our business with a focus on positively impacting the environment, as well as the health, safety, and socioeconomics of our people and the communities in which we operate.

In 2021, we delivered strong financial and operating results while advancing key strategic initiatives to unlock long-term value for stockholders. The health and safety of our employees and the communities where we operate, as well as the protection of the environment, continued to be our top priorities, and we are proud of year-over-year reductions in injury rates and achieving zero permit discharge exceedances in 2021. Finally, the Company’s largest-ever exploration program identified new and significant discoveries while increasing Companywide reserves to record levels.

 

Compensation programs across the Company take into consideration the varying roles of our employees and are designed to promote operational success and create long-term value for our stockholders.

The CD&A provides a detailed discussion of the philosophy, structure and compensation paid to our Named Executive Officers for 2021. The CD&A also describes our leading compensation practices, changes in our compensation program in response to stockholder feedback, and the strong link between pay and Company performance. At our 2021 Annual Meeting, our stockholders again showed strong support for our executive compensation program with over 95% of the votes cast for the approval of our “say-on-pay” proposal.

In 2021, our CLD Committee continued to place a significant proportion of the compensation of our NEOs at risk in order to align pay with performance to a greater extent than our peers, as shown in the charts below.

 

Companywide AIP achievement of 48% of target was driven by solid gold production and silver production that was within public guidance but below target, and overall strong safety and environmental performance, offset by higher costs and lower adjusted EBITDA than planned. Strong three-year growth in OCF per share and reserves and resources, the latter driven by solid results from our exploration program, offset by a 25% payout reduction due to relative TSR performance in the bottom quartile of our peers, resulted in an overall 128% payout of the 2019 three-year performance share award.

For the three-year 2019-2021 period, our CEO received 11% lower than target payouts for performance-based and “at-risk” elements of our compensation program. During this same period, our stock price increased by 13%.

 

 

 

Our Board believes that it should possess a combination of skills, professional experience and diversity of viewpoints necessary to oversee our business as well as certain attributes that every director should possess. The graphic below provides summary information about the skills and qualifications of all of our director nominees. More information about these skills, qualifications and demographic information, including with respect to each individual director, can be found beginning on page 10.

 

Coeur has long recognized that people and culture are the key to achieving our strategic goals. We aim to be an employer of choice by promoting safety first, proactively developing our people and fostering a diverse and inclusive culture. We seek to recruit, retain and develop employees at all levels who embody our purpose statement through safe and ethical conduct. Our leadership team regularly engages with employees and assesses our culture through surveys, town halls with opportunities for employees to ask questions, and development programming, among other efforts. We also conduct robust succession planning at all levels of the organization.

 

We are focused on improving these baseline inclusion statistics and plan to continue to regularly seek employee feedback on these metrics.

Coeur has established itself as a leader among peers in ESG. We continued to advance our ESG initiatives in 2021, including publishing our 2020 Responsibility Report, which included specific, objective goals to reduce the net intensity of our GHG emissions across the Company, building on our commitment to Diversity, Equity and Inclusion, progressing other climate change initiatives and protecting critical habitat. Our 2021 ESG Report (formally known as our “Responsibility Report”) to be published in the second quarter of 2022 will detail these and many other achievements, and will also include specific, objective ESG-related goals and progress across the Company. In response to industry and stakeholder needs, the report will also show continued efforts of making climate-related disclosure in-line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), mapping to the Sustainability Accounting Standards Board (SASB) and incorporating elements of the Global Reporting Initiative (GRI) framework and the U.N. Sustainable Development Goals (SDGs). We recently formally designated executive accountability for ESG matters with the appointment of Casey Nault as our Chief ESG Officer in February 2022. We are particularly proud to have achieved the following recent ESG accomplishments and awards:

 

 

Our Board believes that it should possess a combination of skills, professional experience and diversity of viewpoints necessary to oversee our business, together with relevant technical skills or financial acumen that demonstrates an understanding of the financial and operational aspects and associated risks of a large, complex organization like Coeur. Our Corporate Governance Guidelines contain Board membership criteria, focused on ethics, integrity and values, sound business judgment, strength of character, mature judgment, professional experience, industry knowledge and diversity of viewpoints, all in the context of an assessment of the perceived needs of the Board at that point in time. Accordingly, the

Board and the NCG Committee consider the qualifications of incumbent directors and director candidates individually and in the broader context of the Board’s overall composition and our current and future needs, including an incumbent director’s or potential director’s ability to contribute to the diversity of viewpoints and experience represented on the Board, and it regularly reviews its effectiveness in balancing these considerations when assessing the composition of the Board.

The Board and the NCG Committee have not formulated any specific minimum qualifications, but rather consider the factors described above and, among other things, the Board has determined that it is important to have individuals with the following skills and experiences on the Board:

The Board does not have a mandatory retirement age. Instead, the Board believes that directors should be evaluated on their unique perspectives, experiences and ability to contribute to the Board and that long-serving directors provide important perspective and insight based on industry experience and a deep understanding of our long-term plans and objectives. The Board is focused on maintaining a balance between longer serving directors and newer directors with complementary skills, expertise, diverse backgrounds and points of view, which allows for natural turnover and an appropriate pace of Board refreshment. For example, several of our longer serving directors, including Messrs. Mellor,

Robinson and Thompson, have deep public company board experience, including Messrs. Mellor’s and Thompson’s roles in leading other public company boards, which are invaluable to our Board and management team and balance with the perspectives of our newer directors. Messrs. Mellor, Edwards, Robinson and Thompson also have significant experience serving Coeur in different economic environments, through multiple business and commodity cycles, and under multiple management teams, which provides them with experience and perspective that is highly valuable in providing strong leadership to a company in our industry. In identifying director candidates from time to time and consistent with our goal of maintaining at least 50% of diverse independent directors, the NCG Committee seeks to include women and ethnically and racially diverse candidates in any potential candidate pool and may focus on specific skills and experience of particular importance at the time in order to enhance the overall balance and effectiveness of the Board, as was the case in 2018 with the elections of Ms. McDonald and Mr. Luna. As part of the Board’s ongoing efforts to seek this balance of skills, experience and tenure, as described in more detail below, the Board elected three new directors over the past four years, although one later resigned due to a new professional position that does not allow service on outside boards. If all of the nominees are elected to the Board, the average tenure of the directors will be approximately 13 years, with half of independent directors having served nine years or less. We have a goal to achieve additional Board refreshment, including further increasing the number of female directors, by the 2023 Annual Meeting of Stockholders.

The NCG Committee reviews and makes recommendations regarding the composition and size of the Board. The Board considers candidates identified by search firms it retains or consults with periodically, recommended by current directors and stockholders, and through other methods. The NCG Committee has adopted a policy pursuant to which significant long-term stockholders may recommend a director candidate. See page 24 for more details.

 

Before recommending an incumbent director for re-nomination, the NCG Committee considers each incumbent director’s experience, qualifications and expected future contributions to the Board. The committee’s annual review of existing directors includes the following considerations:

 

 

In recent years, the Board enhanced its self-evaluation process by bringing in a third party to facilitate the Board’s self-evaluation discussion, and in 2021, formally seeking input from management who regularly interact with the Board and its committees regarding opportunities to increase effectiveness.

According to our Bylaws, in an uncontested election, the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director.

If a nominee for director does not receive the vote of at least a majority of votes cast at the Annual Meeting, it is the policy of the Board that the director must tender his or her offer of resignation. The NCG Committee will then make a recommendation to the Board whether to accept or reject the tendered resignation offer, or whether other action should be taken, taking into account all of the relevant facts and circumstances. The director who has tendered his or her offer of resignation will not take part in the proceedings with respect to his or her resignation offer. For additional information, our Corporate Governance Guidelines are available on the Corporate Governance page of our website, www.coeur.com/company/corporate-governance/, and to any stockholder who requests them. The information on our website is not incorporated by reference in this Proxy Statement.

The nine individuals named below have been nominated by the Board to be elected as directors at the Annual Meeting, each to serve for one year and until his or her successor is elected and qualified. All of the nominees were elected to the Board at the 2021 Annual Meeting. We do not contemplate that any of the persons named below will be unable, or will decline, to serve; however, if any such nominee is unable or declines to serve, the persons named in the accompanying proxy may vote for a substitute, or substitutes, in their discretion, or the Board may reduce its size or leave a vacancy on the Board.

The Board and the NCG Committee have determined that our nominees possess a balanced mix of the qualifications and experiences relevant to the effective governance and oversight of our business. The following table provides information about the skills and qualifications of each director nominee. Additional information about each director nominee follows.

 

Our Board met nine times during 2021. Each incumbent director who served in 2021 attended at least 90% of the aggregate meetings of the Board and committees on which he or she served. We have a policy that encourages directors to attend each annual meeting of stockholders, absent extraordinary circumstances. Each director then serving attended the 2021 Annual Meeting.

One of our Board’s key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single, generally accepted approach to providing Board leadership, and that given the dynamic and competitive environment in which we operate, the right Board leadership structure may vary. The Board and NCG Committee review the structure of Board and Company leadership as part of its annual review of the Board succession planning process. Our Board has determined that an independent, non-executive Chairman is currently the optimal leadership structure. Currently, Mr. Mellor serves as independent Chairman of the Board. Mr. Krebs serves as President, CEO and Director.

The Board has determined that each director, other than Mr. Krebs, our President and CEO, is independent within the meaning of applicable NYSE listing standards and rules and our independence standards, which are included as part of our Corporate Governance Guidelines. The Board has further determined that the Audit Committee, CLD Committee, NCG Committee and EHSCR Committee are composed solely of independent directors, and members of the Audit and CLD Committees satisfy additional, heightened independence criteria applicable to members of those committees under the NYSE listing standards and SEC rules. Consequently, independent directors directly oversee such important matters as our financial statements, executive compensation, the selection and evaluation of directors and the development and implementation of our corporate governance programs and ESG programs and compliance.

In determining the independence of directors, the Board (with the assistance of the General Counsel and based upon the recommendation of the NCG Committee) undertakes an annual review of the independence of all non-employee directors. Each non-employee director annually provides the Board with information regarding the director’s business and other relationships with Coeur and its affiliates, and with senior management and their affiliates, to enable the Board to evaluate the director’s independence. In the course of the annual determination of the independence of directors, the Board (with the assistance of the General Counsel and based upon the recommendation of the NCG Committee) evaluates all relevant information and materials, including any relationships between Coeur and any other company where one of our non-employee directors also serves as a director. The Board considered Mr. Thompson's board service for Alaska Air Group, Inc. and Tetra Tech, Inc., with whom Coeur conducted business in 2021 involving amounts that are immaterial to Coeur and each other company. Moreover, Mr. Thompson did not influence, or receive any material direct benefit from, those business relationships.

In addition, the Board considered the potential impact of the longer tenures on the independence of Messrs. Mellor, Robinson, Thompson and Edwards. Each director has significant experience serving Coeur in different economic environments, through multiple business and commodity cycles, and under multiple management teams, which provides them with experience and perspective that is highly valuable in providing strong leadership to a company in our industry. See “Board Composition and Refreshment” on page 11. Accordingly, the Board has determined that each is independent because each satisfies all applicable legal and stock exchange criteria for independence and continues to be an effective director who fulfills his responsibilities with integrity and independence of thought.

Our Related Person Transactions Policy includes written policies and procedures for the review, approval or ratification, if pre-approval was not feasible, of related person transactions. As more fully explained in this policy, any transaction in which a related person has a material interest, other than transactions involving aggregate amounts less than $120,000, must be approved or ratified (if pre-approval was not feasible) by the NCG Committee. The policies apply to all executive officers, directors, more than 5% stockholders and their immediate family members. Since the beginning of 2021, there were no related person transactions as defined by the policy.

We take the following steps with regard to related person transactions:

In determining whether or not to approve or ratify, if pre-approval was not feasible, a related person transaction, the NCG Committee may take such action as it may deem necessary or in the best interests of the Company and may take into account the effect of any related person transaction on independence status of a director.

Non-management members of the Board, all of whom are also independent directors, regularly hold executive sessions at Board meetings without members of management being present. In 2021, non-management independent directors met in executive session at least 5 times, at each regular Board meeting. Mr. Mellor, the independent Chairman of the Board, presides over each such meeting.

Continuing education is provided for all directors through board materials and presentations, discussions with management, visits to our sites and other sources. In 2021, directors were provided concentrated educational and development programs at Board meetings and through online training opportunities covering fiduciary obligations and communications best practices, among other matters. Several of our directors also attended programs focused on topics that are relevant to their duties as a director, including cyber risk oversight, corporate governance, ethics, diversity, ESG topics, audit matters, economics, culture, crisis management, executive compensation, political and regulatory risks and developments in the U.S., Mexico and Canada, and board best practices.

The NCG Committee has adopted a policy pursuant to which a stockholder who has owned at least 1% of our outstanding shares of common stock for at least two years may recommend a director candidate that the committee will consider when there is a vacancy on the Board either as a result of a director resignation or an increase in the size of the Board. Such recommendation must be in writing addressed to the Chairman of the NCG Committee at our principal executive offices and must be received by the Chairman at least 120 days prior to the anniversary date of the release of the prior year’s proxy statement. Although the NCG Committee has not formulated any specific minimum qualifications that it believes must be met by a nominee that the NCG Committee recommends to the Board, the NCG Committee will take into account the factors discussed under “Director and Nominee Experience and Qualifications” on page 10. The NCG Committee would evaluate any stockholder nominee according to the same criteria as a nominee from any other source.

The Board oversees the recruitment, development, and retention of our senior executives. Significant focus is placed on succession planning both for key executive roles and also deeper into the organization. In-depth discussions occur multiple times per year in meetings of the Board, CLD Committee and NCG Committee, including in executive sessions to foster candid conversations. The full Board receives an annual presentation from Mr. Krebs, our CEO, and Ms. Schouten, our Senior Vice President, Human Resources, showing detailed succession plans for each executive and senior leadership position as well as the general managers for each operating mine and their senior leadership teams. These succession plans include development plans and readiness assessments for succession candidates. The CLD Committee receives regular presentations from Mr. Krebs and Ms. Schouten on the progress each executive has made on his or her individual development plans. These presentation materials result from a structured evaluation process by and under the leadership of Ms. Schouten which includes one-on-one discussions with key leaders around the Company about their teams and high-potential employees. Directors have regular and direct exposure to senior leadership and high-potential employees during Board and committee meetings and through other informal meetings and events held during the year. In 2021, the NCG Committee formalized our emergency CEO succession plan to provide for continuity of leadership in the event of an unplanned temporary absence or permanent change of our CEO.

Our focused succession planning enables us to timely identify internal and external candidates for key roles within the organization. This process supported the decision to recruit externally for Operations and Exploration leadership roles, which led to the hiring of Michael Routledge as Senior Vice President and Chief Operating Officer in June 2020 and Aiofe McGrath to succeed Hans Rasmussen as Senior Vice President, Exploration.

A significant amount of time is dedicated to strategy at each regular Board meeting, a focused review of strategy occurs annually, and the Board considers alignment of key initiatives with the Company’s strategy and capital allocation framework when approving significant actions. Our management team and Board integrate ESG risks and opportunities into long-term strategy and capital allocation. Examples include our strategic priority to operate only in favorable jurisdictions from a legal certainty and rule of law perspective, incorporating GHG emissions and the transitional and physical risks of climate change into strategic and business planning, constructing and operating lower-risk tailings storage facilities, actively promoting strong relationships with all stakeholders to support social license to operate, fostering a culture of diversity, equity and inclusion, and actively managing our human capital to develop and attract the high-caliber talented workforce we need to succeed. In addition, the Board regularly invites leading investment banking firms and equity research analysts in our sector, precious metals research analysts and other subject matter experts to present to the Board to provide insights on the industry and the broader economy to consider in setting and overseeing long-term strategy. The Board actively oversees and provides constructive feedback on development of strategy and execution of key strategic initiatives through a combination of channels, including:

We believe our Board's approach to oversight and counseling management is effective and provides a framework for sound strategy development and strategic decision-making.

We view our relationship with stockholders as a critical part of our corporate governance profile. Among other things, proactive engagement with our stockholders helps us to understand expectations for our performance, maintain transparency, and shape corporate governance and executive compensation policies.

We believe our proactive engagement approach has resulted in constructive feedback and input from stockholders and we intend to continue these efforts.

The Board has adopted Corporate Governance Guidelines and the Code in accordance with NYSE corporate governance standards. We believe our Code aligns with our purpose statement of “We Pursue a Higher Standard” by expecting all of our directors, officers and employees to seek and deliver a higher standard of honesty, ethics and integrity in every aspect of our business and throughout our organization. Copies of our Corporate Governance Guidelines and Code (which was refreshed in 2021) are available on the Corporate Governance page of our website, www.coeur.com/company/corporate-governance/, and to any stockholder who requests them. To the extent required under applicable rules, we have previously provided, and intend to provide in the future, amendment information to these documents and any waivers from our Code by posting to our website.

At Coeur, We Pursue a Higher Standard by striving to uphold our core values:

 

At the Board level, the EHSCR Committee primarily oversees ESG activities and receives an update on progress of ESG initiatives at every meeting. Each of the Board’s other committees also exercises oversight for some aspects of our ESG activities, and the full Board receives periodic updates on progress and priorities of our ESG initiatives. In 2021, management’s discussions with the Board included, among other topics, our ESG materiality assessment results, climate strategy and scenario analysis, the process and data supporting our GHG emissions net intensity reduction goal, engagement with and responsibilities to local communities (including indigenous communities), health and safety performance, tailings governance, human capital management, culture, diversity, equity and inclusion, key investor and stakeholder priorities and current and emerging ESG trends.

With the oversight of the EHSCR Committee and Board, we made substantial progress against many of our 2021 goals and priorities, which will be discussed in detail in our 2021 ESG Report in the second quarter of 2022.

Our ESG priorities and achievements during 2021 included:

Governance continues to be the most important factor considered by ESG-focused investors according to a recent survey by ISS ESG, the responsible investment arm of Institutional Shareholder Services (“ISS”).⁽¹⁾ Coeur maintains best-in-class governance practices, as evidenced by our corporate governance score of “1” issued by ISS, which is the highest possible score. In 2019, 2020, and 2021, our Board and governance team were recognized with multiple awards exemplifying how We Pursue a Higher Standard.

Coeur remains committed to best-in-class environmental performance. We Protect our environment, Develop plans that guide responsible mineral production and Deliver environmental best practices.

In our 2020 Responsibility Report published in April 2021, we included our first GHG emissions net intensity reduction target as well as disclosures in line with the Task Force on Climate-related Financial Disclosure (TCFD) recommendations and committed to (1) conducting an initial scenario analysis that aligns with the below-2 degree Celsius Paris goal and (2) conducting a gap assessment against the Global Industry Standard on Tailings Management. We achieved these goals, and in our 2021 ESG Report (formerly known as the Responsibility Report) to be published in the second quarter of 2022 we will share progress against those and other stated goals and enhance our climate and other ESG disclosures.

For 2022, we plan to build on our initial scenario analysis by adding site-level granularity and financial modeling. The results of the scenario analyses are being incorporated into business planning and will continue to inform our strategy moving forward.

Our compensation programs are aligned with our commitment to environmental performance. In 2020, the CLD Committee increased the portion of the AIP opportunity tied to environmental performance (which has been a part of our compensation program, with significant weightings, for over a decade) from 7.5% to 10%. In 2021, the CLD Committee, on recommendation of the EHSCR Committee, split this weighting between two critical measures, reduction in permit discharge exceedances and reduction in significant spills, both measured on a three-year trailing average basis. We achieved zero permit discharge exceedances in 2021, but did not achieve our goal of reducing significant spills on a three-year average basis despite holding the annual number constant in 2021 compared to 2020. To further underscore the strategic importance of achieving our climate goals and promote executive accountability, the CLD Committee, on recommendation of the EHSCR Committee, approved tying a portion of the 2022 performance share award to achievement of our public GHG emissions net intensity reduction goal.

More information about our environmental strategies and performance is available in our annual Responsibility Report (to be renamed “ESG Report” as of 2022 publication) accessible on the Responsibility section of our website (http://www.coeur.com/responsibility/responsibility-overview/). As noted above, the information on our website and in the reports is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC.

At Coeur, we believe in cultivating a culture of safety among our employees and contractors that includes enhancing processes to reduce exposure to unsafe situations and promoting well-being. Whether it is exposure to physical injury or illness, the health and safety of our workforce, their families, contractors and the communities where we operate remains a core value and top priority. We are proudly certified under the CORESafety® program through the National Mining Association (“NMA”) and received recertification in 2021 following a comprehensive external audit. Our safety strategy is focused on upstream approaches that control, eliminate or reduce exposure to incidents for employees and others. We strive for continuous improvement and collaboration by engaging all levels of the workforce.

Despite the ongoing challenges posed by COVID-19, our strong safety culture and sustained health and safety efforts and focus resulted in significant year-over-year improvements in worker safety. We reduced companywide employee and contractor TRIFR, a key safety measure in our industry, by 11.9% measured on a 3-year rolling average, exceeding our 2021 target of a 7.5% reduction. Demonstrating alignment of our key health and safety priorities with incentive compensation, this TRIFR reduction goal was one of the performance metrics of our 2021 AIP, with a 10% weighting. Our 2021 performance of 0.67 injury incidents per 200,000 hours worked is 52% lower than the industry average published by the Mine Safety and Health Administration (“MSHA”) of 1.39¹ and is 71% lower than our injury rate in 2012, furthering our long-term trend in health and safety improvement at Coeur. In addition, our operations ranked the lowest for LTIFR and TRIFR in 2021 as compared to U.S. mining peers, as reported by MSHA.

 

 

Our established health and safety integrated management system has equipped us to be a leader in responding to and managing the impacts of the COVID-19 pandemic. Coeur was first recognized for innovation and leadership by the CORESafety initiative of the NMA in December 2020. Our sustained efforts through 2021 received recognition from The National Institute for Occupational Safety and Health (“NIOSH”) as the recipient of the NIOSH Mine Safety and Health Technology Innovations Award for 2021. This prestigious award was given for Coeur’s cross-functional COVID-19 response. We implemented a comprehensive, technology-based response plan that mitigated the spread of COVID-19 across our company and the communities where we operate and minimized business interruptions. This acknowledgment by our country’s leading authority on health and safety, the Centers for Disease Control and Prevention, is a testament to the priority and effort all Coeur team members place on health and safety.

Coeur is helping to contribute to the long-term economic viability and legacy of the communities across all locations where Coeur maintains a presence. We have built positive relationships with the communities near where we work and live, and our efforts, together, are seeking to create lasting positive impacts beyond the life of our mines.

In 2020 Coeur undertook a community relations strategic planning process to develop a community relations framework and establish metrics against which to measure progress and level of impact on the communities. These metrics are reported on a quarterly basis, and plan development and implementation progress is reported quarterly to senior leadership. In 2021, sites achieved program development milestones including conducting site-specific risk and impact assessments, stakeholder mapping and developing or enhancing stakeholder engagement plans. The Company also developed a stakeholder management system, which we plan to fully implement in 2022. Key 2022 milestones are to implement community grievance mechanisms at each site in the first half of the year and to formalize local hire and supply plans.

Coeur respects and promotes the rights of the Indigenous peoples and ejidos that have officially recognized claims to the land on or near where we operate, and other stakeholders. We are committed to fostering open and honest communication and establishing long-term mutually beneficial relationships with local Indigenous and ejido communities. Our three operations with formal agreements, Palmarejo, Kensington and Silvertip, participate in annual meetings, at a minimum, with their Indigenous and ejido partners. Engagement includes an update on operations and progress against stated commitments, solicitation of community feedback and discussion of opportunities to further the goals laid out in agreements.

Palmarejo has agreements with five ejidos located in 15 communities throughout the Chinipas and Guazapares municipalities. Ejidos are groups of people that communally own land, and traditionally they jointly lived on and farmed the land. The agreements provide rent paid for land use and support for these communities through scholarships, elderly care, food and other activities.

Silvertip and Kensington have formal agreements with local Indigenous peoples. In addition to extensive engagement through formal channels and informal relationships, the agreements provide for employment, training and contracting opportunities and Indigenous-owned business development.

We are proud that in 2021, 56% of new hires at our operating mines were from local communities, up from 46% in 2020, expanding our direct and indirect positive economic impact in our communities. In 2021, we continued regular engagement with stakeholders across local communities, including gathering input from community members through our materiality assessment, and partnered with organizations to meet needs in these communities. As we aim to contribute to long-term prosperity in the communities near our operations, Coeur prioritizes investment in local education and workforce development. Each of our locations contributed through high school student summer hires, internships, apprenticeships, endowment contributions and/or scholarships. In 2021, we provided 147 scholarships to local community members across our locations.

More information on corporate responsibility strategies and performance is available in our annual Responsibility Report (renamed “ESG Report” for the 2022 publication), which are accessible on the Responsibility page of our website. The information on our website and in the reports is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC.

 

Effective human capital management at Coeur is critical to achieving our strategic goals and driving long-term value for our stockholders. We seek to recruit employees at all levels who embody our principles through safe and ethical conduct. We invest in evaluating and developing our talent by providing meaningful feedback and training and believe that transparent, robust succession planning allows for progression and career growth, positioning the next generation of leaders to be ready to step up when needed. We believe retention and development offerings such as above-market rewards and front-line supervisor training are competitive advantages. We deliver high-quality jobs and career opportunities to our local communities and educate the next generation about careers in mining at Coeur. Our pledge to support the CEO ACTION for Diversity & Inclusion initiative publicly affirms Coeur’s existing practice to promote and maintain equity among all employees.

From the operations to the boardroom, we conduct robust succession planning from the bottom to the top of the organization annually, by employing specific talent diagnostics and skill development needs. High potential performers and diversity discussions along with action plans are reviewed with leadership on a quarterly basis. Our Board oversees the recruitment, development and retention of our senior executives. Significant focus is placed on succession planning both for key executive roles and also deeper into the organization. In-depth discussions occur multiple times per year in meetings of the Board, CLD Committee and NCG Committee, including in executive sessions to foster candid conversations. Directors have regular and direct exposure to senior leadership and high-potential employees during Board and committee meetings and through other informal meetings and events held during the year.

We are focused on regular evaluation of our culture. In 2021, we invited all employees to participate in our culture assessment by completing an anonymous survey. Employee participation in 2021 included 93% of our total workforce, exceeding industry benchmarks and improving significantly over the 64% participation in our original survey in 2019, and feedback was reviewed by the management team and our Board of Directors. Leadership at each of our operations facilitated discussions to gain additional insight into the survey feedback. We developed site-specific action plans to address these results and monitor progress in the future. As shown below, the results of the assessment confirmed our belief that we have an engaged, ethical, safe and proud workforce and also highlighted areas for improvement, which we have developed strategies to address these areas for improvement. Highlights of the survey results demonstrated our engaged, safe, ethical and proud culture:

 

Investing in our local communities extends beyond financial support. Since 2018, we have hired an annual average of 60% of our new hires from local communities. In 2021, almost 100 apprenticeships and internships were provided at our operations.

Partnerships with groups such as By the Hand Club in Chicago educate youth in local communities about career opportunities in mining. Providing career opportunities to local community members and participating in community initiatives creates a closer connection between our operations and local stakeholders and communities

As part of our fundamental need to attract and retain talent, we regularly evaluate our compensation, benefits and employee wellness offerings. We have determined that our average employee earns over 40% more than the average employee in their local markets according to industry benchmarking. Over 93% of U.S. employees are enrolled in our medical benefit plan, and over 90% of U.S. employees contribute to our 401(k) plan. Supplemental healthcare is provided above government requirements in both Canada and Mexico. We were a leader in the mining industry by providing domestic partner benefits in 2017 and participation has increased 125% since introduction.

We have engaged a third-party mental health care provider for innovative care and counseling resources throughout our footprint. This resource leverages technology and clinical best practices to assist our employees and their families gain fast access to highly effective quality care when needed most. We are also developing a Total Worker Health program, which is expected to be implemented by the end of 2022, that integrates protection from work-related safety and health hazards with promotion of injury and illness-prevention efforts to advance worker well-being both physically and mentally.

Stockholders and other interested persons desiring to communicate with a director, the Chairman of the Board, the independent directors as a group or the full Board may address such communication to the attention of our Corporate Secretary, 104 South Michigan Avenue, Suite 900, Chicago, Illinois 60603, and such communication will be forwarded to the intended recipient or recipients.

The CLD Committee retained Semler Brossy for the 2021 compensation year to provide information, analyses and advice regarding executive and director compensation, as described below. Semler Brossy is a compensation consulting firm specializing in executive compensation consulting services and reports directly to the CLD Committee.

Semler Brossy provided the following services for the CLD Committee during 2021 and early 2022:

At the CLD Committee’s direction, Semler Brossy provided the following additional services for the CLD Committee during 2021 and in early 2022:

In the course of conducting its activities, Semler Brossy attended all six meetings of the CLD Committee during 2021 and presented its findings and recommendations for discussion.

The decisions made by the CLD Committee are its responsibility and may reflect factors and considerations other than the information and recommendations provided by Semler Brossy or any other advisor to the CLD Committee. Semler Brossy reported directly to the CLD Committee following its appointment as the Committee’s independent consultant and provided no services during such time to Coeur other than executive and nonemployee director compensation consulting services at the direction or with the consent of the CLD Committee. Semler Brossy has no other direct or indirect business or relationships with Coeur or any of its affiliates and no current business or personal relationships with members of the CLD Committee or our executive officers. In addition, in its agreement with the CLD Committee, Semler Brossy agreed to inform the Chair of the CLD Committee if any potential conflicts of interest arise that could cause Semler Brossy’s independence to be questioned, and not to undertake projects for management except at the request or with the prior consent of the CLD Committee Chair and as an agent for the CLD Committee.

In March 2022, the CLD Committee considered the following six factors with respect to Semler Brossy: (i) the provision of other services to Coeur by Semler Brossy; (ii) the amount of fees received from Coeur by Semler Brossy, as a percentage of the total revenue of Semler Brossy; (iii) the policies and procedures of Semler Brossy that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Semler Brossy with a member of the CLD Committee; (v) any Coeur stock owned by Semler Brossy; and (vi) any business or personal relationship of Semler Brossy with any of our executive officers. After considering the foregoing factors, the CLD Committee determined that Semler Brossy was independent and that the work of Semler Brossy with the CLD Committee for the 2021 compensation year did not raise any conflicts of interest.

In addition, the Board has delegated oversight of certain categories of risk to the Audit Committee, the EHSCR Committee, the CLD Committee and the NCG Committee.

In performing their oversight responsibilities, each of these committees periodically discusses with management and provides guidance regarding our policies with respect to risk assessment and risk management and reports to the Board regularly on matters relating to the specific areas of risk the committee oversees.

Throughout the year, the Board and relevant committees each receive reports from and engage with management regarding major risks and exposures facing Coeur and the steps management has taken to monitor and control such risks and exposures. The Board also dedicates a portion of each meeting to reviewing and discussing specific risk topics in greater detail and providing input and counseling management on risk mitigation and compliance enforcement.

Our management team takes a holistic and proactive approach to managing the cybersecurity risks inherent in all deployments of technology in our business. Cybersecurity is overseen by our Board and Audit Committee, and regular engagement with the Board and Audit Committee on this topic reflects the dynamic and fast-changing landscape of cybersecurity risk. The Senior Director of Cybersecurity provides cybersecurity updates to the Audit Committee at each regular quarterly meeting, and the Board receives a comprehensive update on cybersecurity risks and mitigation strategies at least annually. We seek to mitigate cybersecurity risk through a multipronged approach:

In recent years, we have enhanced cybersecurity through formation of a cross-functional committee composed of key members of the management team, refreshed and improved our cybersecurity incident response plan, conducted a simulated cybersecurity incident response tabletop exercise, implemented multi-factor authentication for information technology devices used by our employees and upgraded our virtual private network. We also maintain a cybersecurity insurance policy that plays an integral part in our cybersecurity response plan and ensures we have technical, legal and forensic resources at our disposal should we experience a major cybersecurity breach.

The CLD Committee conducts an annual analysis of the current risk profile of our compensation programs, including a review of the primary design features of our compensation programs and the process for determining executive and employee compensation. This annual exercise has identified numerous ways in which our compensation programs are structured to mitigate risk, including:

In addition, Coeur has a clawback and forfeiture policy providing for the recovery, repayment or recoupment of incentive payments to (i) executive officers (as defined under SEC rules) in certain instances involving financial restatements and (ii) Company officers in certain circumstances involving misconduct, which further mitigates risk. The CLD Committee, together with the Board, oversees the administration of the clawback and forfeiture policy. Based on this review, the CLD Committee concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on us.

None of the members of the CLD Committee during 2021 or as of the date of this proxy statement is or has been an officer or employee of Coeur, and no executive officer of Coeur served on the compensation committee or board of any company that employed any member of the CLD Committee or Board during that time.

None of the services described above was approved by the Audit Committee under the de minimis exception provided by Rule 201(c)(7)(i)(C) under Regulation S-X.

Our Chief Financial Officer is responsible for tracking all independent auditor fees against the budget for such services and reports at least annually to the Audit Committee. The Audit Committee Chair has been delegated pre-approval authority to address any approvals for services requested between Audit Committee meetings.