Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses HL in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named HL in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Rob Krcmarov | $850,000 | $0 | $2,800,534 | $0 | $1,598,850 | $0 | $203,783 | $5,453,167 |
| President and CEO | ||||||||
| Michael Clary | 370,208 | 0 | 353,372 | 0 | 0 | 454,965 | 2,136,076 | 3,314,621 |
| Former Senior Vice President – Chief Administrative Officer | ||||||||
| Carlos Aguiar | 404,938 | 200,000 | 384,292 | 0 | 681,080 | 146,187 | 23,769 | 1,840,266 |
| Sr. Vice President – Chief Operating Officer | ||||||||
| Russell Lawlar | 404,938 | 0 | 384,292 | 0 | 941,230 | 41,404 | 23,769 | 1,795,633 |
| Sr. Vice President – Chief Financial Officer | ||||||||
| David Sienko | 370,208 | 0 | 353,372 | 0 | 831,774 | 118,019 | 23,769 | 1,697,142 |
| Sr. Vice President – General Counsel and Secretary | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Rob Krcmarov | $5,453,167 | $226,420 | — | +5,226,747 |
| Michael Clary | 3,314,621 | 1,926,479 | 2,462,356 | +1,388,142 |
| Carlos Aguiar | 1,840,266 | — | — | — |
| Russell Lawlar | 1,795,633 | 1,637,807 | 1,215,076 | +157,826 |
| David Sienko | 1,697,142 | 1,579,459 | 934,352 | +117,683 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Rob Krcmarov | RSU | 2025-06-23 | — | — | 176,976 | — | $1,030,000 |
| Rob Krcmarov | RSU | 2025-01-15 | — | — | 158,657 | — | 858,334 |
| Rob Krcmarov | RSU | 2025-01-15 | — | — | 166,359 | — | 900,002 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Rob Krcmarov | $2,788,336 | $0 | $0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Carlos Aguiar | RSU | 108,150 | — | $2,075,399 |
| Michael Clary | RSU | 177,908 | — | 3,414,053 |
| Michael Clary | RSU | 414,808 | — | 7,960,163 |
| Russell Lawlar | RSU | 71,180 | — | 1,365,944 |
| David Sienko | PSU | 60,137 | — | 1,154,029 |
| Rob Krcmarov | PSU | 217,354 | — | 4,171,023 |
| Rob Krcmarov | RSU | 414,808 | — | 7,960,166 |
| Russell Lawlar | RSU | 127,652 | — | 2,449,642 |
| Michael Clary | RSU | 127,652 | — | 2,449,641 |
| Michael Clary | RSU | 66,397 | — | 1,274,158 |
| Michael Clary | RSU | 58,992 | — | 1,132,056 |
| Michael Clary | RSU | 118,065 | — | 2,265,667 |
| Michael Clary | PSU | 60,137 | — | 1,154,029 |
| David Sienko | RSU | 115,634 | — | 2,219,016 |
| Carlos Aguiar | PSU | 65,399 | — | 1,255,006 |
| David Sienko | RSU | 65,571 | — | 1,258,307 |
| Russell Lawlar | PSU | 65,399 | — | 1,255,006 |
| Michael Clary | RSU | 21,799 | — | 418,323 |
| Michael Clary | RSU | 60,326 | — | 1,157,656 |
| Carlos Aguiar | RSU | 48,138 | — | 923,768 |
| Michael Clary | RSU | 45,527 | — | 873,663 |
Our compensation philosophy is to pay our NEOs competitive levels of compensation that best reflect their individual responsibilities and contributions to the Company, while providing incentives to achieve our business and financial objectives. The program emphasizes a pay-for-performance approach with a significant equity component to align executive interests with long-term shareholder value, targeting total direct compensation at the median of our peer group.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-21 | 421,646,575 | 19,785,285 | 1,891,495 | 95.52% | Passed |
| 2025 | 2025-05-21 | 347,914,524 | 16,322,962 | 1,591,847 | 95.52% | Passed |
| 2024 | 2024-05-17 | 266,467,414 | 117,994,698 | 1,757,886 | 69.31% | Passed |
| 2023 | 2023-05-23 | 317,819,241 | 9,038,063 | 2,000,513 | 97.23% | Passed |
| 2022 | 2022-05-26 | 310,152,656 | 5,650,767 | 2,172,302 | 98.21% | Passed |
| 2021 | 2021-05-19 | 306,651,473 | 6,646,205 | 1,783,368 | 97.88% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-21 | 95.52%a |
| 2025 | 2025-05-21 | 95.52%b |
| 2024 | 2024-05-17 | 69.31%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 14 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | $117,782 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Catherine J. BoggsIndependent · Audit · Non-Executive Stock Award Committee · Compensation · Governance and Social Responsibility · Health, Safety, Environmental & Technical | $180,000 | $147,815 | — | — | $0 | $327,815 |
| Stephen F. RalbovskyIndependent · Audit · Not standing for re-election · Departed during FY | 120,000 | 147,815 | — | — | 0 | 267,815 |
| Charles B. StanleyIndependent · Board Chair · Lead Independent Director · Audit · Compensation (Chair) · Health, Safety, Environmental and Technical Committee | 120,000 | 147,815 | — | — | 0 | 267,815 |
| Alice WongIndependent · Audit · Compensation · Governance and Social Responsibility (Chair) · Health, Safety, Environmental and Technical Committee | 120,000 | 147,815 | — | — | 0 | 267,815 |
| Mark P. BoardIndependent · Compensation · Governance and Social Responsibility · Health, Safety, Environmental and Technical Committee | 112,500 | 147,815 | — | — | 0 | 260,315 |
| Jill SatreIndependent · Audit · Governance and Social Responsibility | 105,000 | 147,815 | — | — | 0 | 252,815 |
| Dean R. GehringIndependent · Compensation · Health, Safety, Environmental & Technical · Newly elected | 52,500 | 147,815 | — | — | 0 | 200,315 |
| George R. JohnsonIndependent · Not standing for re-election · Departed during FY | 60,000 | — | — | — | 5,000 | 65,000 |
| Rob KrcmarovEmployee director · Non-Executive Stock Award Committee (Chair) | — | — | — | — | — | 0 |
| Annual cash retainer | $125,000 |
|---|---|
| Annual equity retainer | $147,815 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 15,000 / 15,000 |
| Stock ownership guideline | we maintain robust stock ownership guidelines for our executive officers and independent directors. See Independent Director Stock Ownership Guidelines on page 36 |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $870,000 |
| Equity awards (grant-date value) | $1,034,705 |
| All other compensation | $5,000 |
| Total cost of the board | $1,909,705 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Hecla Mining names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Hecla Mining.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Coeur Mining Inc. | 2025 | Mitchell Krebs | $850,000 | $4,223,336 | $0 | $1,413,125 | $6,646,601 |
| 2 | Hecla Mining | 2025 | Rob Krcmarov | 850,000 | 2,800,534 | 0 | 1,598,850 | 5,453,167 |
| 3 | Royal Gold, Inc. | 2025 | William Heissenbuttel | 918,000 | 2,759,437 | 0 | 1,400,000 | 5,230,084 |
| — | Fresnillo PLC | — | — | — | — | — | — | not in coverage universe |
| — | Pan American Silver Corporation | — | — | — | — | — | — | not in coverage universe |
| — | B2Gold Corporation | — | — | — | — | — | — | not in coverage universe |
| — | New Gold Inc. | — | — | — | — | — | — | not in coverage universe |
| — | First Majestic Silver Corp. | — | — | — | — | — | — | not in coverage universe |
| — | Alamos Gold Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Torex Gold Resources Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Equinox Gold Corp. | — | — | — | — | — | — | not in coverage universe |
| — | SSR Mining Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Oceana Gold Corp. | — | — | — | — | — | — | not in coverage universe |
| — | Eldorado Gold Corporation | — | — | — | — | — | — | not in coverage universe |
| — | Hochschild Mining plc | — | — | — | — | — | — | not in coverage universe |
| — | IAMGOLD Corporation | — | — | — | — | — | — | not in coverage universe |
| — | Fortuna Silver Mines Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Centerra Gold Inc. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Hecla Mining | not disclosed | RSU 50 · PSU 50 | not disclosed | not disclosed |
| Alamos Gold Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| B2Gold Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
| Centerra Gold Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Coeur Mining Inc. | not disclosed | PSU 60 · Restricted Stock 40 | not disclosed | Meridian |
| Eldorado Gold Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
| Equinox Gold Corp. | not disclosed | not disclosed | not disclosed | not disclosed |
| First Majestic Silver Corp. | not disclosed | not disclosed | not disclosed | not disclosed |
| Fortuna Silver Mines Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Fresnillo PLC | not disclosed | not disclosed | not disclosed | not disclosed |
| Hochschild Mining plc | not disclosed | not disclosed | not disclosed | not disclosed |
| IAMGOLD Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
| New Gold Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Oceana Gold Corp. | not disclosed | not disclosed | not disclosed | not disclosed |
| Pan American Silver Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
| Royal Gold, Inc. | 138.6% | RSU 50 · PSU 50 | Yes — TSR (Total Stockholder Return) relative to precious metals peer group | Independent Compensation Consultant (name not disclosed in CD&A) |
| SSR Mining Inc. | not disclosed | PSU 50 · RSU 50 | not disclosed | Pay Governance LLC |
| Torex Gold Resources Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Rob Krcmarov | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Summary Compensation Table for 2025”. As printed: 5,453,167. Filing ↗machine: r2 · c31 · span 1145489–1145498 |
| 2 | Section 01, Michael Clary | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Summary Compensation Table for 2025”. As printed: 3,314,621. Filing ↗machine: r12 · c31 · span 1176542–1176551 |
| 3 | Section 01, Carlos Aguiar | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Summary Compensation Table for 2025”. As printed: 1,840,266. Filing ↗machine: r5 · c30 · span 1155697–1155706 |
| 4 | Section 01, Russell Lawlar | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Summary Compensation Table for 2025”. As printed: 1,795,633. Filing ↗machine: r6 · c31 · span 1158679–1158688 |
| 5 | Section 01, David Sienko | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Summary Compensation Table for 2025”. As printed: 1,697,142. Filing ↗machine: r9 · c31 · span 1167566–1167575 |
| 6 | Section 03, Rob Krcmarov RSU | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Grants of Plan-Based Awards for 2025” · grants of plan-based awards table. Filing ↗ |
| 7 | Section 03, Rob Krcmarov RSU | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Grants of Plan-Based Awards for 2025” · grants of plan-based awards table. Filing ↗machine: span 1270595–1270602 |
| 8 | Section 03, Rob Krcmarov RSU | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Grants of Plan-Based Awards for 2025” · grants of plan-based awards table. Filing ↗machine: span 1272896–1272903 |
| 9 | Section 07, pay ratio | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “CEO Pay Ratio”. As printed: 14 : 1. Filing ↗ |
| 10 | Section 08, Catherine J. Boggs | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Director Compensation”. As printed: 327,815. Filing ↗machine: span 535692–535699 |
| 11 | Section 08, Stephen F. Ralbovsky | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Director Compensation”. As printed: 267,815. Filing ↗machine: span 543840–543847 |
| 12 | Section 08, Charles B. Stanley | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Director Compensation”. As printed: 267,815. Filing ↗machine: span 549150–549157 |
| 13 | Section 08, Alice Wong | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Director Compensation”. As printed: 267,815. Filing ↗machine: span 551801–551808 |
| 14 | Section 08, Mark P. Board | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Director Compensation”. As printed: 260,315. Filing ↗machine: span 533033–533040 |
| 15 | Section 08, Jill Satre | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Director Compensation”. As printed: 252,815. Filing ↗machine: span 546491–546498 |
| 16 | Section 08, Dean R. Gehring | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Director Compensation”. As printed: 200,315. Filing ↗machine: span 538403–538410 |
| 17 | Section 08, George R. Johnson | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Director Compensation”. As printed: 65,000. Filing ↗machine: span 541180–541186 |
| 18 | Section 08, Rob Krcmarov | DEF 14A | 2026-04-10 | 0001193125-26-151210 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 19 | Section 06, 2026 vote | Form 8-K | 2026-05-22 | 0001437749-26-018228 | Item 5.07 · say-on-pay result. As reported: 95.52% (votes for as printed: 421,646,575). Filing ↗ |
| 20 | Section 06, 2025 vote | Form 8-K | 2025-05-22 | 0001437749-25-018167 | Item 5.07 · say-on-pay result. As reported: 95.52% (votes for as printed: 347,914,524). Filing ↗ |
| 21 | Section 06, 2024 vote | Form 8-K | 2024-05-21 | 0001193125-24-143901 | Item 5.07 · say-on-pay result. As reported: 69.31% (votes for as printed: 266,467,414). Filing ↗ |
| 22 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 23 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 24 | Section 09b board cost (computed) | Computed | — | computed | Cash 870,000 + equity 1,034,705 + all other 5,000 = 1,909,705, summed across the director compensation table rows.machine: formula: Σ = 1,909,705 |
| 25 | Coeur Mining Inc., Section 10b CEO total | DEF 14A | 2026-04-01 | 0001140361-26-012491 | CEO total compensation as printed in Coeur Mining Inc.'s own proxy. As printed: 6,646,601. Filing ↗machine: r2 · c28 · span 2268574–2268583 |
| 26 | Hecla Mining (subject), Section 10b CEO total | DEF 14A | 2026-04-10 | 0001193125-26-151210 | CEO total compensation as printed in Hecla Mining's own proxy. As printed: 5,453,167. Filing ↗machine: r2 · c31 · span 1145489–1145498 |
| 27 | Royal Gold, Inc., Section 10b CEO total | DEF 14A | 2026-04-03 | 0000085535-26-000018 | CEO total compensation as printed in Royal Gold, Inc.'s own proxy. As printed: 5,230,084. Filing ↗machine: t37 · r2 · c12 · span 361652–361661 |
| 28 | Section 10a, Royal Gold, Inc. reciprocity | DEF 14A | — | 0000085535-26-000018 | Royal Gold, Inc. names Hecla Mining in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 29 | Section 10a, SSR Mining Inc. reciprocity | DEF 14A | — | 0000921638-26-000047 | SSR Mining Inc. names Hecla Mining in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 30 | Section 10a, Coeur Mining Inc. reciprocity | DEF 14A | — | 0001140361-26-012491 | Coeur Mining Inc.'s most recent proxy was read; its disclosed peer group does not include Hecla Mining. Filing ↗ |