Charles Stanley
HECLA MINING CO/DE/About Charles B. Stanley
Charles B. Stanley (age 66) is an independent director of Hecla Mining Company (HL), serving since 2007 and as Independent Lead Director from May–November 2024 during a CEO transition. A geologist with over 42 years in natural resources, he is designated an SEC “Audit Committee Financial Expert” and brings upstream/midstream oil & gas leadership and financial acumen to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cutthroat Energy, LLC | Managing Member | Since April 2019 | Energy operating/financial oversight |
| QEP Resources, Inc. | CEO & President; Chairman of the Board | CEO/President: May 2010–Jan 2019; Chairman: May 2012–Jan 2019 | Led public E&P; chaired board; financial and strategic leadership |
| QEP Midstream Partners, LP | CEO & President | Not disclosed | Midstream operations leadership |
| Questar Corporation | Chief Operating Officer | Not disclosed | Enterprise operations; prior board service eight years |
| Hecla Mining Company | Independent Lead Director | May–Nov 2024 | Provided independent board leadership during interim CEO period |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QEP Resources, Inc. | Director; Chairman | 8 years on board; Chair 2012–2019 | Board leadership of public company |
| Questar Corporation | Director | 8 years | Governance oversight of integrated energy company |
| Various oil & gas trade organizations | Board roles | Not disclosed | Industry advocacy and standards |
| Current public boards | None | — | No current interlocks reported |
Board Governance
- Independence: Board determined 7 of 8 directors are independent; Mr. Stanley is independent .
- Committee assignments and 2024 attendance:
- Compensation Committee (Chair): 6 meetings; 100% attendance; all members independent .
- Audit Committee (Member): 10 meetings; 100% attendance; all members independent; Mr. Stanley is an Audit Committee Financial Expert .
- Health, Safety, Environmental & Technical (Member): 4 meetings; 100% attendance .
- Board meeting attendance: 9 board meetings in 2024; with exceptions for late-year appointees, all directors had 100% attendance (includes Mr. Stanley) .
- Executive sessions: Held at each regularly scheduled board meeting in 2024 .
- Lead Independent Director: Mr. Stanley served as Independent Lead Director May–Nov 2024 during the interim CEO period .
Fixed Compensation
| Component (Non‑Management Director) | Amount/Detail | 2024 Value |
|---|---|---|
| Annual Board Retainer (cash) | Paid quarterly | $105,000 |
| Committee Chair Fee (Compensation) | Paid quarterly | $15,000 |
| Total Cash Fees (2024) | Retainer + chair fee | $120,000 |
| Annual Equity Grant (Director Stock Plan) | 24,281 shares (granted June 24, 2024) | $122,619 grant date fair value |
| Total 2024 Director Compensation | Cash + equity | $242,619 |
- Structure/policies: No meeting fees; equity credited annually under Director Stock Plan; minimum 25% of equity to grantor trust; delivery upon retirement, death/disability, change in control, or elected time (≥2 years) .
Performance Compensation
- Not applicable. Hecla’s non‑management director pay has no performance‑linked components; equity is a fixed dollar retainer converted into shares, and the company does not commonly grant stock options to directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards | QEP Resources, Inc. (8 years; Chair 2012–2019); Questar Corporation (8 years) |
| Shared directorships with HL peers/suppliers/customers | Not disclosed; none indicated |
| Compensation committee interlocks | None involving Mr. Stanley; committee disclosed no interlocks requiring SEC/NYSE disclosure |
Expertise & Qualifications
- Geologist with 42+ years’ upstream/midstream energy operating experience; deep financial oversight from CEO/Chair roles .
- Audit Committee Financial Expert (SEC definition), supporting robust controls and reporting .
- Strategic leadership through industry cycles; governance and risk oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Nature | % of Class |
|---|---|---|---|
| Charles B. Stanley | 288,059 | Indirect via Director Stock Plan trust | <1% (based on 632,310,356 shares outstanding) |
- Stock ownership guidelines: Directors must hold ≥3x annual cash retainer (valued at prior-year average price); Mr. Stanley meets the guideline as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors and officers by insider trading policy (alignment safeguard) .
Governance Assessment
- Board effectiveness and engagement: Independent; multi-committee service; 100% attendance; served as Lead Independent Director during CEO transition—positive oversight signal .
- Compensation oversight quality: As Compensation Committee Chair, Stanley oversaw 2024–2025 changes responsive to a 69–70% Say-on-Pay outcome—discontinued LTIP from 2024, tightened STIP to quantitative metrics, and reduced CEO change-in-control cash multiples; committee exercised negative discretion on 2024 STIP to 85% of target—indicates pay discipline and shareholder responsiveness .
- Ownership alignment: Meets director ownership guidelines; equity delivered via stock retainer with trust deferral; no hedging/pledging permitted—alignment positives .
- Conflicts and related-party exposure: Company disclosed no related-party transactions in 2024; Section 16 filings timely; minimal Hecla PAC contributions by directors disclosed .
- Watchpoints/RED FLAGS for investor confidence:
- Classified board, inability of shareholders to call special meetings, and supermajority provisions remain (prior proposals failed to reach 80% threshold)—structural entrenchment risk even as board continues to assess changes .
- Long tenure (since 2007) provides institutional knowledge but may warrant continued refreshment focus; board average tenure is six years and refreshment ongoing . Overall, Stanley’s independence, financial expertise, and active compensation governance—paired with high attendance and ownership alignment—are positive signals. Structural governance features at the company level (classified board/supermajority) and the 2024 Say‑on‑Pay outcome represent broader governance watchpoints to monitor, mitigated by the committee’s subsequent program changes .