Robert Mellor

About Robert E. Mellor

Independent director of Coeur Mining, Inc. since 1998; age 81. Background includes service as Chairman and CEO of Building Materials Holding Corp., and current role as Independent Chairman of Monro, Inc. He holds a B.A. in Economics (Westminster College, Missouri) and a J.D. from Southern Methodist University School of Law; core credentials span leadership, risk management, operations, capital markets, M&A, and strategic planning .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mellor is independent under NYSE standards and Coeur guidelines .
• Committees and Chair roles:
  • Nominating & Corporate Governance (NCG): Chair; 5 meetings in 2024 .
  • Compensation & Leadership Development (CLD): Member; 6 meetings in 2024 .
  • Executive Committee: Member; 0 meetings in 2024 .
• Board attendance: Board met eight times in 2024; each incumbent director attended at least 95% of aggregate Board and committee meetings; seven incumbent directors attended the 2024 Annual Meeting .
• Leadership changes: In May 2024, CEO Mitchell Krebs became Board Chair; J. Kenneth Thompson became Lead Independent Director. Mellor had served as independent Chairman earlier in 2024 and presided over executive sessions while in that role .
• Stockholder engagement: Independent directors (including committee chairs) available for engagement; program summarized in proxy .

Fixed Compensation

• Director fee framework (2024):

  • Annual cash retainer: $90,000
  • Annual common stock/deferred stock unit retainer: $100,000
  • Lead Independent Director retainer: $25,000 (effective May 2024)
  • Committee chair retainers: Audit $25,000; CLD $25,000; EHSCR $25,000; Finance & Technical $20,000; NCG $15,000
  • No meeting fees; CEO receives no director compensation

• Mellor’s 2024 director compensation: | Component | Amount (USD) | |---|---| | Fees earned or paid in cash | $160,875 | | Stock awards (grant date fair value) | $87,029 | | Total | $247,904 |

Note: Mellor received a pro-rated Chairman retainer until May 2024 when he ceased serving as Chairman .

• Director stock awards are fully vested upon grant; no outstanding director options as prior options expired .

Performance Compensation

• No director performance-based incentives disclosed; equity grants are time-based and fully vested on grant. No option repricing; no single-trigger cash severance; no tax gross-ups on perquisites/change-in-control .

Other Directorships & Interlocks

• Related person transactions: None since the beginning of 2024 involving directors or executive officers; transactions ≥$120,000 require NCG Committee review under policy .
• Independence review: Board evaluates relationships annually; 2024 independence determinations explicitly considered certain directors’ external boards with whom Coeur did business (not including Mellor) and maintained independence .

Expertise & Qualifications

• Leadership in cyclical industries, risk management, operations, capital markets, M&A, strategic planning; extensive public company board experience .
• Education: B.A., Economics (Westminster College); J.D. (SMU) .
• Recognitions: NACD Directorship 100 (2020) .

Equity Ownership

• Ownership alignment:
  • Stock ownership guidelines: Non-employee directors must hold 5x base annual director cash retainer; five-year phase-in; each director is either in compliance or within the phase-in period .
  • Hedging/pledging prohibited; directors may not hold Coeur securities in margin accounts or pledge as collateral .
  • Clawback policy applies to incentive compensation for misconduct and restatements (executive officers; board oversight via CLD/Board) .

Governance Assessment

• Strengths:

  • Long-tenured, independent director with deep public board leadership; chairs NCG and serves on CLD and Executive Committee—positions central to board effectiveness, succession, and pay risk oversight .
  • High board/committee activity in 2024; strong attendance standard; robust stockholder outreach with independent director participation .
  • Director pay structure balanced (cash + equity); ownership guidelines and anti-hedging/pledging policies reinforce alignment; no related-party transactions flagged .
  • CLD Committee uses independent compensation consultants (Semler Brossy, Meridian); independence affirmed; mitigates consultant conflicts .

• Watch items / potential risks:

  • Very long tenure (since 1998) and age (81) may raise entrenchment/perception risks; Board explicitly considered tenure and maintained independence determinations given Mellor’s experience across cycles and management teams .
  • Time commitments: External chair role at Monro; Coeur overboarding policy limits to four public boards (Mellor within limits); no evidence of overcommitment or attendance shortfalls .
  • Leadership transition: Shift from an independent chair structure to CEO-chair model in May 2024—balanced with designation of a Lead Independent Director; Mellor’s prior chair retainer ended with change; continued oversight via NCG chair role .

• Investor confidence signals:

  • Transparent governance practices (majority voting, proxy access, annual director elections, clawback, no poison pill); strong say-on-pay support (>96%) indicating shareholder alignment on compensation governance .