COEUR MINING INC (CDE)
Sector: Materials
2026 Annual Meeting Analysis
COEUR MINING INC · Meeting: May 12, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of nine director nominees named in the accompanying Proxy Statement
Adamany has served since 2013 and passes the TSR test — Coeur's 3-year price return of +409% beats the XLB sector ETF by +377 percentage points, far exceeding the 65-point threshold required to trigger a vote against; she meets attendance, independence, and qualifications standards.
Beaudoin joined the board in February 2025 and has been a director for less than 24 months, making him exempt from the TSR performance trigger; he brings 40 years of mining operations experience directly relevant to Coeur's business.
Das joined in 2023 and passes the TSR test given Coeur's exceptional 3-year outperformance of the XLB ETF by +377 percentage points; she brings relevant extractive industry and strategy experience from her time at Rio Tinto.
Godin was appointed in March 2026 and has been a director for less than 24 months, making him exempt from the TSR performance trigger; he brings deep mining industry CEO and operations experience.
Hull has served since 2022 and passes the TSR test given Coeur's 3-year outperformance of the XLB ETF by +377 percentage points; she brings strong operational and engineering experience from Rio Tinto and Peabody Energy, and holds three outside public board seats which is within the four-seat policy limit.
Krebs is the CEO and Chairman and has served as a director since 2011; despite the combined role, the TSR trigger does not apply given Coeur's exceptional 3-year outperformance of the XLB ETF by +377 percentage points, and the Say on Pay vote is assessed separately.
Luna has served since 2018 and passes the TSR test given Coeur's 3-year outperformance of the XLB ETF by +377 percentage points; he holds two outside public board seats within policy limits and brings deep Mexican mining and regulatory expertise relevant to Coeur's operations.
Schonberner was appointed in March 2026 and has been a director for less than 24 months, making her exempt from the TSR performance trigger; she is a Certified Public Accountant and former CFO bringing strong financial expertise to the Audit Committee.
Thompson has served since 2002 and passes the TSR test given Coeur's exceptional 3-year outperformance of the XLB ETF by +377 percentage points; he holds no current outside public board seats following his departures from Pioneer Natural Resources and Alaska Air Group, well within policy limits.
All nine director nominees receive a FOR vote. Coeur's stock has risen approximately 409% over the past three years, outperforming the XLB Basic Materials ETF benchmark by +377 percentage points — far exceeding the 65-point threshold that would be required to trigger votes against directors on performance grounds. Three nominees (Beaudoin, Godin, Schonberner) joined within the past 24 months and are exempt from the TSR trigger. No director is overboarded, all independence designations are appropriate, and attendance was at least 98% for all incumbent directors.
Say on Pay
✓ FORCEO
Mitchell J. Krebs
Total Comp
$6,646,601
Prior Support
97%%
The prior year Say on Pay vote received over 97% support, reflecting strong shareholder endorsement of the pay program. The company's incentive pay structure is well-designed: the annual bonus paid out at 133% of target reflecting genuine operational and financial outperformance, and the three-year performance share award paid out at 166% of target driven by reserve growth and a positive relative total shareholder return modifier — directly aligned with Coeur's exceptional stock performance of +409% over three years. Pay-for-performance alignment is strong, the company has a meaningful clawback policy covering both restatements and misconduct, and significant portions of executive compensation are variable and tied to measurable long-term outcomes.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
10 yrs
Audit Fees
$2,098,585
Non-Audit Fees
$0
Grant Thornton charged $2,098,585 in audit fees and zero in non-audit fees for 2025, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. Tenure is approximately 10 years (since fiscal year 2016), well below the 25-year threshold. With Coeur's market cap near $20 billion, Grant Thornton is a large national firm that is generally adequate, though shareholders should be aware it is not a Big 4 firm; no concerns were identified by the audit committee regarding audit quality.
Overall Assessment
Coeur Mining's 2026 annual meeting ballot is straightforward with no significant governance concerns. The company has delivered exceptional shareholder returns over the past three years (+409%), has a well-structured pay-for-performance compensation program that received 97% shareholder support last year, and its auditor charges zero non-audit fees — all of which support FOR votes across the board. The charter amendment to extend officer liability protection is narrowly scoped under Delaware law and represents a routine governance update.