David Sienko
HECLA MINING CO/DE/About David Sienko
David C. Sienko is Senior Vice President – General Counsel & Corporate Secretary at Hecla Mining; he was promoted to SVP–GC in August 2024 and appointed Corporate Secretary on February 12, 2025 . He is 56 years old and one of Hecla’s named executive officers (NEOs) . He served as Hecla’s Vice President & General Counsel from January 2010–August 2024; previously he was a partner at K&L Gates and Bell, Boyd & Lloyd, and an attorney in the SEC Division of Enforcement . Education: Oberlin College (B.A.), Marquette University Law School, and Georgetown Law . Company performance context: 2024 sales were $929.9M, Adjusted EBITDA $337.9M, cash from operations $218.3M, and net leverage improved from 2.7x to 1.6x; the 2022–2024 PSU cycle paid 0% due to TSR ranking 14th among 20 peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hecla Mining Company | Senior Vice President – General Counsel; Corporate Secretary | SVP–GC: Aug 2024–present; Corporate Secretary: Feb 12, 2025–present | Leads legal, governance, and corporate secretary functions; supports compensation/governance reforms and risk management . |
| Hecla Mining Company | Vice President & General Counsel | Jan 2010–Aug 2024 | Led legal and corporate governance during growth and portfolio optimization; supported financing, M&A, and ESG disclosure . |
| K&L Gates LLP | Partner, Corporate/M&A/Securities | 2004–Jan 2010 | Advised public companies on securities compliance, M&A, and governance . |
| Bell, Boyd & Lloyd LLP | Associate; later Partner (predecessor firm) | 2000–2004 (associate), prior experience continues | Corporate and securities counsel to public/private entities . |
| Locke Lord LLP | Associate, Corporate & Securities | 1998–2000 | Transactional and securities law practice . |
| U.S. SEC (Division of Enforcement) | Attorney | 1995–1998 | Enforcement experience in securities law—regulatory rigor and compliance perspective . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. SEC – Division of Enforcement | Attorney | 1995–1998 | Regulatory enforcement grounding; informs robust compliance and insider-trading controls at Hecla . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target STIP ($) | Actual STIP ($) | % of Target |
|---|---|---|---|---|---|
| 2024 | 345,000 | 100% | 345,000 | 301,500 | 90% |
Notes:
- Sienko’s base salary was increased ~5% in August 2024 with his promotion to SVP–GC (from $330,000 to $345,000) and his target bonus increased from 70% to 100% of salary .
Performance Compensation
Annual and Long-Term Incentives
| Plan | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 STIP | Corporate and individual goals | N/A | Pool achievement assessed at 92% of target, reduced to 85% via negative discretion | Sienko: 90% of target | $301,500 | Cash (paid Feb 2025) |
| 2022–2024 LTIP | Multi-year operating/strategic objectives | N/A | Target unit value $90 | $75.69 per unit | $238,424 (3,150 units) | Settled in common stock |
| 2024 PSUs | Relative TSR vs peer group | 50% | 50th percentile = 100% payout | Not yet determined (cycle 2024–2026) | Pending | 3-year (Jan 1, 2024–Dec 31, 2026) |
| 2024 PSUs | Mine Site OCF vs target | 50% | Threshold 70% (50% payout), Target 90% (100%), Max 110% (200%) | Not yet determined (cycle 2024–2026) | Pending | 3-year (Jan 1, 2024–Dec 31, 2026) |
| 2022–2024 PSUs | Relative TSR vs peer group (20 companies/ETFs) | 100% | 50th percentile = 100% payout | Hecla ranked 14th of 20 | 0% (no payout) | 3-year (ended Dec 31, 2024) |
2024 Equity Grants (RSUs/PSUs)
| Award Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSUs | 06/21/2024 | 65,571 | 343,272 | One-third on 06/21/2025 (46,431), 06/21/2026 (33,640), 06/21/2027 (21,857) |
| PSUs (Target) | 06/21/2024 | 60,479 | 209,730 | 3-year PSUs (2024–2026) with 50% TSR and 50% Mine Site OCF metrics |
Equity Ownership & Alignment
Beneficial Ownership (Record Date: March 26, 2025)
| Category | Shares (#) |
|---|---|
| Direct | 812,643 |
| 401(k) | 15,258 |
| Unvested RSUs | 101,928 |
| Unearned PSUs | 89,452 |
| Total Common | 1,019,281 (<1% of outstanding) |
Outstanding Equity Awards at FY-End 2024
| Award Type | Unvested/Unearned (#) | Market/Payout Value ($) |
|---|---|---|
| RSUs | 101,928 | 500,466 (at $4.91) |
| PSUs (2023–2025 cycle) | 23,881 | 117,256 (at $4.91) |
| PSUs (2024–2026 cycle) | 60,479 | 296,952 (at $4.91) |
| Stock Options | None outstanding | — |
Vesting and Realizations
- Shares acquired on vesting in 2024: 30,920; value realized $159,856 (based on $5.17 close on vest date) .
- Stock ownership guidelines for NEOs: 2× base salary; unvested RSUs count toward compliance; as of December 31, 2024, all NEOs other than the newly appointed CEO met guidelines (Sienko meets) .
- Hedging/pledging: Prohibited for directors and officers under Hecla’s Insider Trading Policy .
Employment Terms
| Scenario | Component | Amount ($) | Notes |
|---|---|---|---|
| Change in Control (CIC) termination | Base Salary | 1,035,000 | 3× salary multiple for Sienko; double-trigger CIC; no excise tax gross-up |
| Change in Control (CIC) termination | STIP | 904,500 | 3× highest STIP in last 3 years |
| Change in Control (CIC) termination | LTIP | 1,113,750 | 3× highest LTIP in last 3 years |
| Change in Control (CIC) termination | Unvested RSUs | 500,466 | Vest accelerates at termination |
| Change in Control (CIC) termination | Unearned PSUs | 541,666 | Vests at target at termination date |
| Change in Control (CIC) termination | Health & Welfare | 28,439 | Continued benefits coverage |
| Change in Control (CIC) termination | Life Insurance | 13,166 | Lump-sum value of coverage |
| Change in Control (CIC) termination | Outplacement | 20,000 | Outplacement services |
| Change in Control (CIC) termination | Total | 4,156,987 | Aggregate estimated as of 12/31/2024 |
| Death or Disability | Total | 1,479,105 | Includes accelerated vesting provisions |
Additional governance terms:
- Clawback policy: Amended August 2023 to comply with SEC/NYSE; recovery of erroneously awarded incentive compensation upon a restatement; applies to STIP/LTIP (and successors) over the prior 3 fiscal years .
- Insider trading windows: Restricted three weeks before through two days after periodic results; prohibition on short-term trading, short sales, options trading, margin, hedging, and pledging by directors/officers .
Compensation & Ownership History (Multi-Year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 281,042 | 306,875 | 326,875 |
| Stock Awards ($) | 268,235 | 263,057 | 553,002 |
| Non-Equity Incentive ($) | 671,250 | 342,000 | 539,924 |
| Change in Pension/NQDC ($) | — | — | 137,319 |
| All Other ($) | 20,711 | 22,420 | 22,339 |
| Total Compensation ($) | 1,241,238 | 934,352 | 1,579,459 |
Pension Benefits (as of 12/31/2024)
| Plan | Credited Service (Years) | Present Value of Accumulated Benefit ($) | Payments During Year ($) |
|---|---|---|---|
| Retirement Plan | 14 | 482,618 | — |
| SERP | N/A | 276,604 | — |
Compensation Structure Analysis
- Equity-heavy mix with multi-year vesting (RSUs over 3 years; PSUs over 3 years) aligns incentives with long-term TSR and cash generation; options are not used, reducing leverage and repricing risks .
- 2024 shareholder feedback and a lower 2024 Say-on-Pay (69%) led to program changes: LTIP discontinued starting 2024 (legacy 2023–2025 remains), greater emphasis on PSUs with TSR and Mine Site OCF; STIP pool reduced via negative discretion due to operational and permitting shortfalls .
- Stock ownership guidelines (2× salary) with prohibition on hedging/pledging strengthen alignment; Sienko meets guidelines as of 12/31/2024 .
Investment Implications
- Alignment: Significant beneficial ownership (over 1.0M shares including unvested awards) and compliance with ownership guidelines, plus no hedging/pledging, signal high alignment with shareholders .
- Near-term selling pressure: RSU tranches vesting on 06/21/2025, 06/21/2026, and 06/21/2027 (total 101,928 RSUs) could add technical selling pressure, though insider trading windows and policy restrictions apply; 2024 vested shares were 30,920 .
- Pay-for-performance: 2022–2024 PSUs paid 0% on TSR, underscoring program rigor; 2022–2024 LTIP paid ~84% of target, and 2024 STIP was reduced via negative discretion—signals disciplined oversight despite strong 2024 operational/financial results .
- Retention/transition risk: CIC protections for Sienko (3× salary/STIP/LTIP and accelerated equity) provide retention in event-driven scenarios but represent meaningful potential dilution/cost in a transaction; double-trigger and no gross-up mitigate governance concerns .
- Governance momentum: Program updates following 69% Say-on-Pay and ongoing shareholder engagement indicate responsiveness; monitoring 2024–2026 PSU outcomes (TSR and Mine Site OCF) will be key for forward incentive realization .
Citations:
Profile, roles, and education:
Hecla performance, compensation program details, grants, ownership, policies, and severance: