HECLA MINING (HL)
Sector: Materials
2026 Annual Meeting Analysis
HECLA MINING · Meeting: May 21, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Two Class I Directors
Krcmarov joined as CEO in November 2024 (less than 24 months ago), making him exempt from the TSR underperformance trigger; he brings 35 years of mining industry experience and strong relevant qualifications for the role, with no overboarding, attendance, or independence concerns.
Gehring joined the board in May 2025 (less than 24 months ago), making him exempt from the TSR underperformance trigger; he brings over 30 years of mining engineering experience including senior roles at Newmont and Rio Tinto, with no overboarding, attendance, or independence concerns.
Both Class I nominees pass all policy screens: neither triggers the TSR underperformance test due to their recent appointment dates (both within 24 months), both have strong and directly relevant mining industry credentials, attendance records are satisfactory (Gehring joined mid-2025), and no overboarding, familial relationship, or independence issues are present. Hecla's 3-year stock return of +207% outperforms the peer group median by only -21.7 percentage points, well within the 65-point threshold applicable to strong-positive-TSR companies, further supporting FOR votes on all directors.
Say on Pay
✓ FORCEO
Rob Krcmarov
Total Comp
$5,453,167
Prior Support
95.5%%
CEO total compensation of approximately $5.45 million is reasonable for a $13 billion market cap precious metals mining company and aligns with industry benchmarks at roughly the peer median, with the company explicitly targeting 50th-percentile pay. The pay mix is strong — the proxy states 79.2% of CEO pay is at-risk through short- and long-term incentives and equity awards (well above the 50% threshold required by policy), and performance awards include meaningful metrics such as relative TSR, production, cash flow, and safety targets. The pay-for-performance alignment is well-supported: Hecla's stock appreciated approximately 291% in 2025, STIP paid out at 171% of target reflecting record revenue and EBITDA, and the 2023-2025 performance stock award cycle paid at 100% reflecting 50th-percentile TSR ranking against peers — all consistent with genuine shareholder value creation. Prior-year support was 95.5%, a clawback policy is in place, and no red flags are present in compensation structure.
Auditor Ratification
✓ FORAuditor
BDO USA, P.C.
Tenure
25 yrs
Audit Fees
$1,338,000
Non-Audit Fees
$149,900
The non-audit fee ratio is approximately 11% of audit fees (well below the 50% threshold that would trigger a no vote), and while BDO's tenure has reached 25 years — which is exactly at the tenure threshold — the proxy provides a specific and compelling rationale for continued engagement, including quarterly service quality assessments, regular private meetings with BDO separate from management, lead partner rotation with Audit Committee interview and approval, and annual review of PCAOB inspection reports, which together satisfy the policy exception for long-tenured auditors; BDO is also a large national firm appropriate for a $13 billion market cap company.
Overall Assessment
The 2026 Hecla Mining annual meeting ballot is straightforward and shareholder-friendly: both director nominees are recent appointments with strong mining credentials and are exempt from the TSR underperformance trigger, the auditor engagement is clean on fees with adequate committee oversight justifying continued retention despite 25-year tenure, and the executive compensation program reflects genuine pay-for-performance alignment following an exceptional 2025 in which the stock rose 291% and the company posted record revenue and earnings. All three standard proposals receive FOR votes under policy.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing