Thomas Whelan
Coeur MiningAbout Thomas Whelan
Thomas S. Whelan, age 55, is Senior Vice President and Chief Financial Officer of Coeur Mining, appointed in January 2019 after joining the company the same year. He is a Chartered Professional Accountant with a Bachelor of Commerce from Queen’s University and previously served as CFO of Arizona Mining (2017–2018) and Nevsun Resources (2014–2017), and was a partner at Ernst & Young where he led the firm’s Global Mining & Metals Assurance sector; he joined the board of Highlander Silver Corp. in October 2024 . Coeur’s 2024 compensation outcomes tied to performance show a 75% one-year stock price increase, a 99% corporate AIP payout, and a 57% PSU payout for the 2022–2024 cycle, reflecting strength in reserves/resources and GHG intensity reduction offset by below-target ROIC and Rochester Stage VI production; Adjusted EBITDA is a core performance measure for incentive design . Whelan is part of the Chief Operating Decision Maker group that allocates resources based on segment income from operations, underscoring his role in operational and capital discipline .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Coeur Mining, Inc. | SVP & Chief Financial Officer | Jan 2019–present | Member of CODM; drives resource allocation and segment performance management based on income from operations |
| Arizona Mining Inc. | Chief Financial Officer | Sep 2017–Aug 2018 | CFO through sale to South32; public-company finance leadership |
| Nevsun Resources Ltd. | Chief Financial Officer | Jan 2014–Aug 2017 | CFO at Canadian miner; multi-asset experience |
| Ernst & Young LLP | Partner; Global Mining & Metals Assurance sector leader; Vancouver Assurance leader; Canadian Mining & Metals sector leader | Prior (dates not specified) | Led mining audit/assurance globally; deep industry accounting expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Highlander Silver Corp. | Director | Oct 2024–present | Public company board service in precious metals exploration |
Fixed Compensation
| Year | Base Salary ($) | Target AIP % | All Other Compensation ($) | Notes |
|---|---|---|---|---|
| 2024 | 475,000 | 100% | 69,704 | Other comp includes 401(k) match ($20,700), employer deferred comp contribution ($36,731), group term life ($2,322), tax planning ($9,951) |
| 2023 | 466,667 | — | 62,087 | — |
| 2022 | 400,000 | — | 57,942 | — |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Item | Detail |
|---|---|
| Target opportunity | $475,000 (100% of base salary) |
| Weighting | 80% corporate; 20% individual |
| Corporate performance result | 99% of target (company-wide) |
| Individual performance score | 150% (CFO) |
| Actual payout | $518,700 |
| Corporate performance drivers (2024) | Above-target gold production; near-threshold silver production; strong safety/environmental; better-than-target gold costs; higher-than-target silver costs; below-plan adjusted EBITDA and ROIC; Rochester ramp timing; SilverCrest acquisition announced |
Long-Term Incentive Plan (LTIP) – 2024 Grants
| Award type | Grant date | Target/Granted | Grant date fair value ($) | Vesting |
|---|---|---|---|---|
| Performance Shares (PSU Tranche 1) | 2/26/2024 | Target 109,428; range 27,357–218,856 | 303,116 | Cliff vest after 3-year performance period; Monte Carlo fair value; PSUs are 60% of LTIP |
| Performance Shares (PSU Tranche 2) | 2/26/2024 | Target 109,428; range 27,357–218,856 | 303,116 | Same as above |
| Restricted Stock (RS) | 2/26/2024 | 145,904 shares | 372,055 | Vests one-third on 2/26/2025, 2/26/2026, 2/26/2027 |
PSU Performance Structure and Realized Outcomes (most recent completed cycle 2022–2024)
| Metric | Weight | Target | Actual (2012–2024 cycle outcome) | Payout |
|---|---|---|---|---|
| Growth in Reserves & Resources | 30% | Company target | Above target | 114% |
| GHG Net Intensity Reduction | 20% | 35% reduction | 38% reduction | 114% |
| Mine-level ROIC | 30% | 26.6% | 13.8% | 0% |
| Rochester Stage VI AgEq Production | 20% | Company target | Below target (ramp timing) | 0% |
| Overall PSU payout | — | — | Mixed; strengths offset by ROIC/Rochester | 57% of target |
Design features: 60% PSUs / 40% time-based RS for executives; PSU fair values reflect 3-year performance Monte Carlo; restricted share grant sizing uses a 60-trading-day average to smooth volatility .
Equity Ownership & Alignment
| Item | Amount/Policy | Notes |
|---|---|---|
| Beneficial ownership (3/5/2025) | 628,085 shares; <1% of outstanding | Includes 6,000 shares in daughter’s college savings plan; 638,384,526 shares outstanding |
| Unvested time-vested RS (12/31/2024) | 245,675 shares; $1,405,261 market value | Priced at $5.72 on 12/31/2024 |
| Unearned PSUs outstanding (12/31/2024) | 496,701 units; $2,841,130 value | Performance- and time-based; valued at $5.72 |
| Stock ownership guideline | 4x base salary for CFO | Unvested time-vested RS count toward guideline; PSUs do not |
| Compliance status | Each executive has met or is within 5-year phase-in period | As determined by CLD Committee |
| Hedging/pledging | Prohibited (no hedging, no pledging/margin) | Insider trading policy bans hedging, margin, pledging; 10b5-1 plans subject to limitations |
| 2024 stock vested | 105,257 shares; $271,837 realized value | Aggregated RS/PSU vesting in 2024 |
Vesting calendar indicators (potential selling pressure windows):
- 2024 RS grant: 145,904 shares vest one-third on 2/26/2025, 2/26/2026, 2/26/2027 .
- Prior RS grants: 71,146 vesting tranches began 2/21/2023; 114,084 vesting tranches began 2/27/2024; remaining tranches continue on those anniversaries .
- PSUs cliff-vest at the end of their respective 3-year cycles (e.g., 2023–2025, 2024–2026), subject to performance .
Employment Terms
| Topic | Terms for Mr. Whelan |
|---|---|
| Employment agreement | None; covered by Executive Severance Policy (CEO is the only NEO with an individual employment agreement) |
| Severance (non-CIC) | 2x base salary + target AIP, paid over 12 months; up to 12 months healthcare continuation |
| Change-in-control (double trigger) | If terminated without cause/for good reason within 90 days before to 2 years after a CIC: lump sum 2x base + target AIP; 18 months healthcare; double-trigger equity acceleration (RS 100%; PSUs based on actual performance through CIC) with standard 280G “best-net” cutback, no excise gross-up |
| Illustrative payout amounts (assumed 12/31/2024) | Non-CIC involuntary: cash $1,900,000; benefits $8,879; total $1,908,879. CIC termination: cash $1,900,000; benefits $13,567; equity acceleration $3,739,194; total $5,652,762 |
| Clawback | NYSE Rule 10D-1 compliant; recovery of incentive comp on restatements; additional misconduct forfeiture/recoupment provisions |
| Deferred compensation | Employer contribution $36,731 in 2024; aggregate balance $129,126; no employee contributions in 2024 |
| Tax gross-ups | None on perquisites or CIC/severance; 280G cutback applies |
Compensation Mix and Trends (NEO Summary)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 475,000 | 978,286 | 518,700 | 2,041,690 |
| 2023 | 466,667 | 879,588 | 461,700 | 1,870,042 |
| 2022 | 400,000 | 766,954 | 408,800 | 1,633,696 |
Observations: Equity comprises a significant share of target pay (225% of salary LTIP for CFO; 60% PSU / 40% RS), while option awards have been $0 in 2022–2024, indicating a shift to RS/PSUs (lower risk vs options) .
Performance & Track Record
- 2024 pay-for-performance calibration: corporate AIP 99% and PSU cycle payout 57% reflect mixed operational outcomes (strong reserves/resources and GHG intensity vs below-target ROIC and Rochester Stage VI production) and align realized compensation to results .
- CFO as CODM member emphasizes focus on segment operating income for budgeting, forecasting, and capital allocation, linking finance leadership to operating execution .
- 2024 stock performance noted as +75% for the year; PSU vesting outcomes and AIP payout tied to Adjusted EBITDA, ROIC, production, costs, safety/ESG, and strategic initiatives including M&A .
Risk Indicators & Governance Safeguards
- No hedging/pledging; no options repricing; no single-trigger severance; no excise tax gross-ups; 280G cutback; robust clawback—all mitigate governance and alignment risks .
- Double-trigger CIC equity acceleration prevents windfalls absent termination; non-CIC severance at 2x salary+target AIP is within market norms for CFOs .
- Ownership guidelines at 4x salary with unvested time RS counting promotes retention and alignment; CLD indicates executives are in compliance or within phase-in .
Investment Implications
- Alignment: High at-risk mix and PSU design tied to ROIC, production, reserves/resources, and GHG intensity support shareholder alignment; hedging/pledging prohibitions and ownership guidelines further align interests .
- Retention and potential selling pressure: Time-based RS tranches vest annually on 2/26/2025–2027 (145,904 shares), with additional tranches from 2023 and 2024 grants; watch for scheduled releases around vest dates, though insider policy restrictions apply .
- Change-in-control economics: Double-trigger 2x cash plus equity acceleration (~$5.65M modeled) could crystallize value in a transaction but are not excessive; absence of gross-ups is shareholder-friendly .
- Execution risk: Recent PSU outcomes (0% on ROIC and Rochester Stage VI production) highlight sensitivity to operational delivery; as CODM member, Whelan’s capital allocation and cost discipline remain key catalysts/risks for future PSU/AIP realizations .