J. Kenneth Thompson
Coeur MiningAbout J. Kenneth Thompson
J. Kenneth Thompson (age 73) is Lead Independent Director of Coeur Mining, Inc. and has served on Coeur’s Board since 2002. He is President & CEO of Pacific Star Energy LLC and has extensive executive experience in energy and natural resources, including prior leadership roles at ARCO; he plans to retire from the Alaska Air Group, Inc. board in May 2025. Thompson holds a B.S. and an honorary professional degree in Petroleum Engineering from the Missouri University of Science & Technology and was named to NACD’s Directorship 100 in 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARCO Alaska, Inc. | President & CEO | Jun 1994–Jan 1998 | Led oil and gas producing division |
| ARCO (Corporate) | Corporate Vice President, R&T Center; IT oversight | 1993–1994 | Oversaw geoscience, engineering R&D and IT security |
| ARCO Asia Pacific | Executive Vice President | 1998–2000 | Regional oil & gas operations leadership |
| Pioneer Natural Resources Company | Former Chairman; Director since Aug 2011 | Since 2011 (former Chairman) | Large-cap energy governance leadership |
| Tetra Tech, Inc. | Former Lead Independent Director | Apr 2007–Feb 2024 | Independent board leadership in engineering consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alaska Air Group, Inc. | Director | Since 1999 | Plans to retire May 2025 |
| Pacific Star Energy LLC | President & CEO | Since Sep 2000 | Passive holder of Alaska oil lease royalties |
Board Governance
- Current roles: Lead Independent Director; Chair, Compensation & Leadership Development (CLD) Committee; Chair, Finance & Technical (F&T) Committee; Member, Executive Committee; Member, Nominating & Corporate Governance (NCG) Committee .
- Independence: The Board determined Thompson is independent under NYSE standards despite long tenure; independence reaffirmed in annual review .
- Attendance and engagement: Board met 8 times in 2024; all incumbents attended ≥95% of Board/committee meetings; 2024 annual meeting attendance by all then-standing incumbents .
- Lead Independent Director responsibilities: Presides over executive sessions; liaises with Chair/independent directors; approves board information, agendas, schedules; available for major stockholder consultation .
- Executive sessions: Independent directors held executive sessions at least eight times in 2024; Thompson presided as Lead Independent Director .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (outside directors) | $90,000 | In effect for 2024 |
| Annual equity retainer (stock or DSUs) | $100,000 | Directors may elect DSUs |
| Lead Independent Director retainer | $25,000 | Effective May 2024 (pro-rated for Thompson) |
| Committee Chair retainers | Audit: $25,000; CLD: $25,000; EHSCR: $25,000; F&T: $20,000; NCG: $15,000 | In effect for 2024 |
| Meeting fees | None | Company does not pay meeting fees |
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| J. Kenneth Thompson | 125,688 | 87,029 | 212,717 |
- Stock Ownership Guidelines (directors): 5× base annual cash retainer; unvested time-based RS/RSUs count; unexercised options/unvested PSUs do not; five-year phase-in; all directors met or are within compliance period .
- Insider policy alignment: Prohibits hedging, margin accounts, and pledging for directors and employees .
Performance Compensation
| Element | Structure | Performance Metrics | Vesting |
|---|---|---|---|
| Director equity retainer | Common stock or DSUs | None disclosed for directors | Director stock awards fully vested upon grant; DSUs settle 60 days after separation |
No performance-based metrics or option awards are disclosed for non-employee directors; prior director stock options have expired .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Assessment |
|---|---|---|---|
| Alaska Air Group, Inc. | Airlines | Director (retiring May 2025) | Board considered external relationships in independence review; no related person transactions; no material influence identified |
| Pioneer Natural Resources Company | Energy | Former Chairman; Director since Aug 2011 | Prior energy leadership; no related person transactions at Coeur since 2024 |
| Tetra Tech, Inc. | Engineering services | Former Lead Independent Director | Prior role; no current Coeur related person transactions |
Expertise & Qualifications
- Leadership and strategy; risk management; project development/management; engineering; HSE experience; cyclical industry background; U.S. public company board experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| J. Kenneth Thompson | 285,410 | <1% of 638,384,526 | No DSU balance disclosed for Thompson; DSU details provided for other directors |
- Anti-pledging and anti-hedging provisions apply to directors; Rule 10b5‑1 plan limitations included .
Governance Assessment
- Positives: Independent Lead Director with clear responsibilities; chairs CLD and F&T committees that oversee executive pay, capital allocation, and reserves/resources; strong attendance; proactive executive sessions; director stock ownership guideline at 5× cash retainer; strict anti-hedging/pledging policy; independent compensation consultant (Meridian) confirmed conflict-free in 2025 .
- Compensation alignment: Director pay is standard mid-cap mining structure with balanced cash/equity; Thompson’s 2024 mix skews to cash due to additional chair/LID retainers (cash $125,688 vs. equity $87,029) .
- Shareholder signals: “Say‑on‑pay” support exceeded 96% at 2024 annual meeting, indicating investor confidence in compensation governance (relevant to CLD oversight) .
- Watch items: Long tenure (since 2002) raises typical independence questions; Board conducted heightened review and affirmed independence; concentration of roles (Lead Director plus two committee chairs) warrants ongoing monitoring for workload and influence balance .
- Conflicts: No related person transactions since the beginning of 2024; independence review considered external board service and found no material influence; insider policies reduce alignment risks (no hedging/pledging) .