Hecla Mining Co

This advisory 'Say-on-Pay' proposal asks shareholders to endorse the compensation paid to Hecla’s named executive officers for 2025 as disclosed in the CD&A and related tables. Management is seeking shareholder approval to confirm that the Company’s pay practices — which emphasize pay-for-performance, a mix of cash and equity incentives, and targeted peer benchmarking — align with shareholder interests and supported Company strategy. The request follows a year of strong operational and financial performance (record revenue, Adjusted EBITDA, significant debt reduction and high free cash flow), substantial equity appreciation, and the Committee’s use of both short-term (STIP) and long-term (LTIP/PSU/RSU) incentives; these outcomes materially increased realized and granted compensation in 2025. The Board recommends a 'FOR' vote, citing that the compensation program is designed to attract, retain, and motivate executives and is tied to objective metrics (safety, production, cash flow, AFE/governance, TSR-related PSUs). The proposal is non-binding, but the Compensation Committee commits to review voting results and shareholder feedback and to consider such input in future program design. Analysts evaluating this item should note potential governance sensitivities: elevated realized pay driven by large stock-price appreciation and one-time severance/acceleration events (e.g., departures and CIC provisions) could draw shareholder scrutiny despite high operational outcomes. The Company highlights robust shareholder engagement and a prior 95.5% support in 2025, and emphasizes structural pay practices (clawbacks, no hedging, double-trigger CIC, stock ownership guidelines) intended to align interests. In assessing the merits, investors should weigh the clear link between performance and payouts in 2025 against the absolute levels of realized compensation and plan features that could produce outsized awards in strong commodity-price years. While management frames the program as market-aligned and performance-driven, active investors may evaluate whether governance safeguards and incentive calibrations adequately mitigate short-term windfalls and retain long-term alignment.

This proposal requests shareholder approval to extend the term of the Amended and Restated Hecla Mining Company Stock Plan for Nonemployee Directors by adopting a First Amendment that replaces Section 3 so the plan remains in effect until May 15, 2036 (instead of its scheduled expiration on May 15, 2027). Management argues the extension is necessary to preserve a key tool for attracting and retaining qualified nonemployee directors and to maintain alignment between directors’ and shareholders’ interests through equity-based retainers. The Plan’s mechanics (annual stock retainer, minimum 25% contribution to a grantor trust, delivery upon death/retirement/change-in-control or elected deferral date, and per-director annual limits) are unchanged; only the effective term is extended. The Board recommends a 'FOR' vote, framing the extension as prudent governance so the Board can continue issuing equity compensation without interruption and avoid operational burdens of re-proposing renewal in the near term. From an investor governance perspective, the extension is commonplace but raises considerations about dilution and continuation of share reserve levels (1,874,764 shares remained available as of March 25, 2026); investors should assess the historical use of the plan, the aggregate run-rate of awards to nonemployee directors, and the plan’s annual director compensation caps. The amendment does not increase authorized share count or change award mechanics, which mitigates some dilution concerns, but extending the plan term effectively guarantees the Board the option to continue equity grants for another decade — a factor active shareholders may weigh against the Company’s capitalization and dilution profile. Overall, the proposal is routine management-sponsored governance housekeeping to maintain long-term director compensation capabilities, and the Board cites it as in the Company and shareholders’ interest.