Corporate Governance Fact Sheet

Coeur: A Leader in Corporate Governance

  • Independent Board Chairman
  • Entire Board elected annually (i.e., not staggered)
  • Entire Board of Directors is independent other than CEO
  • Majority Voting Standard for Uncontested Director Elections
  • Annual Board and Committee Self-Evaluations
  • Regular Executive Sessions of Non-Management Directors
  • Clawback Policy for Executive Incentive Compensation
  • Executive and Director Stock Ownership Guidelines
  • Double-Trigger Change-in-Control Benefits
  • 60% of 201​​7 Executive Equity Awards are performance shares and 40% are time-vesting restricted stock
  • Independent Executive Compensation Consultant to Compensation Committee
  • No Excessive Golden Parachutes2
  • Target total direct compensation for executives at the market median with the opportunity to achieve superior performance-based compensation with outstanding performance
  • No Executive Employment Agreements Other than CEO
  • No "Poison Pill" Anti-Takeover Defense in Place
  • 20% Threshold for Stockholders to Call Special Meetings
  • Reincorporated to Delaware in 2013
  • No "Related Person Transactions" with Directors or Executive Officers

 

  1. Excludes abstentions
  2. Severance for executives in the case of involuntary termination other than for cause and not connected to a change-in-control is capped at one year's target annual compensation (base salary, target bonus, and target equity award value). Severance in connection with a change-in-control is two times target annual compensation for the CEO, and 1.5 times targeted annual compensation for other executives.
  3. Excessive perquisites defined as country club memberships, personal use of corporate aircraft or residential property, personal security, or personal assistant.

Rev. May. 201​​6

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Coeur Mining, Inc.
104 S. Michigan Avenue, Suite 900 Chicago, Illinois, 60603 - (312) 489-5800