Dean Gehring
HECLA MINING CO/DE/About Dean Gehring
Independent Class I director appointed effective May 21–22, 2025; serves on Hecla’s Health, Safety, Environmental and Technical (HSET) Committee and Compensation Committee . Former Executive Vice President at Newmont (Chief Integration Officer 2023–2024; Chief Development Officer 2022–2023; Chief Technology Officer 2019–2022) and prior President & CEO of Rio Tinto Minerals . Education: B.S. Mining Engineering (University of Idaho) and M.S. Project Management (University of Aberdeen); credentials include Professional Engineer (PE) and Project Management Professional (PMP); SME Ben F. Dickerson Award and SME Fellow recognition . Gehring’s early industry experience includes an internship at Hecla’s Lucky Friday mine in 1988, underscoring domain familiarity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newmont Corporation | EVP & Chief Integration Officer | Jun 2023–Jul 2024 | Led enterprise integration; enterprise risk and change management |
| Newmont Corporation | EVP & Chief Development Officer | Jul 2022–Jun 2023 | Oversaw growth and development portfolio |
| Newmont Corporation | EVP & Chief Technology Officer | Jun 2019–Jun 2022 | Technology strategy; innovation; operational tech enablement |
| Rio Tinto Minerals | President & CEO | Not disclosed | Executive leadership of specialty minerals business |
| Hecla Mining (Lucky Friday) | Intern | 1988 | Early exposure to underground operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allonnia (bioengineering for mining environmental solutions) | Director / Board Advisor | Director since Nov 2024; advisor current | Hecla 8-K lists “Director”; press release references “board advisor” |
| SME Foundation | Co-chair, Corporate Giving Committee | Not disclosed | Industry philanthropy, governance engagement |
| University advisory boards | Advisor | Not disclosed | Academic-industry interface; talent pipeline |
Board Governance
- Committee assignments: HSET Committee (member) and Compensation Committee (member) .
- Independence: Company states no arrangements/understandings for appointment and no relationships requiring Item 404(a) related-party disclosure; indicates independence consistent with NYSE criteria and Hecla’s processes .
- Board structure context: classified board; supermajority provisions; special meetings limited; these company-level features persist following May 2025 charter amendment to expand authorized shares .
- Attendance: 2024 board/committee attendance was 100% for standing committees; Gehring appointed in 2025 (no 2024 attendance applicable) .
| Director Committee Memberships (Gehring) | Status |
|---|---|
| Health, Safety, Environmental & Technical | Member |
| Compensation | Member |
Fixed Compensation
Program terms applicable to non-management directors (Gehring eligible per 8-K):
| Compensation Element | Value | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $105,000 | Paid quarterly |
| Committee Chair Retainers (cash) | $15,000 per chair role | Audit/Compensation/Governance/HSET; no fee for Executive or Non-Executive Stock Award committees |
| Meeting Fees | None | No attendance fees beyond retainers |
| Annual Equity Grant (stock retainer) | $125,000 | Shares credited via Director Stock Plan |
| Eligibility confirmation (Gehring) | Standard director and committee fees; Stock Plan grants | Per appointment 8-K Item 5.02 |
Additional equity mechanics:
- Shares credited before Sept 30 annually based on prior-year average closing price; minimum 25% contributed to grantor trust; pro-rata grants for directors joining after Sept 30 .
- 2024 comparables: non-management directors received 24,281 shares on June 24, 2024 ($122,619 grant-date fair value at $5.05 close); illustrative of plan mechanics (not Gehring-specific) .
Performance Compensation
- Directors do not receive performance-based cash bonuses or PSUs/TSR-linked awards; equity is time-based via the Director Stock Plan .
| Performance Metrics Tied to Director Compensation | Disclosed? |
|---|---|
| Revenue/EBITDA/TSR/ESG goals for directors | Not applicable; none disclosed |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Allonnia | Environmental biotech for mining | Director/Advisor | Potential vendor/partner in tailings/water solutions; no related-party transactions disclosed by Hecla |
| SME Foundation / University boards | Non-profit/academic | Governance/Advisor | External network; no related-party transactions disclosed |
Expertise & Qualifications
- Deep mining operations and technology leadership (CTO/CDO/CIO roles at Newmont) .
- Environmental and tailings solutions exposure via Allonnia; relevant to HSET oversight .
- Professional credentials: PE, PMP; advanced project management training .
- Recognitions: SME Ben F. Dickerson Award; SME Fellow .
Equity Ownership
- Director stock ownership guidelines: independent directors must own shares valued at 3× annual cash retainer ($315,000 based on current $105,000 retainer) within 5 years of appointment; valuation based on prior-year average closing price; restrictions on sales during shortfalls after significant price declines .
- Hedging/pledging: Insider Trading Policy prohibits directors from hedging or pledging Hecla securities; blackout windows apply .
- Beneficial ownership: Not yet disclosed for Gehring in the 2025 proxy (appointed after proxy date); 8-K confirms eligibility for Director Stock Plan grants .
Governance Assessment
-
Strengths:
- Relevant technical and ESG expertise aligned with HSET oversight; technology background complements operational risk management .
- Independence affirmed via no Item 404(a) relationships; standard fees only .
- Ownership alignment mechanisms (3× retainer guideline; hedging/pledging prohibitions) reduce agency risk .
-
Watch items:
- Company-level anti-takeover features (classified board; 80% supermajority for certain actions) may limit shareholder influence; monitor future proposals to modernize governance .
- Allonnia advisory/director role could become a related-party exposure if commercial transactions arise; current filings state no related-party transactions in 2024 and none proposed; continue monitoring 8-Ks and proxies for Item 404(a) disclosures .
RED FLAGS: None disclosed specific to Gehring (no related-party transactions; no tax gross-ups; no option repricings). Company maintains clawbacks across incentive plans and prohibits hedging/pledging, mitigating compensation-related risk .
Shareholder Signals
- 2025 Say-on-Pay passed (approx. 348M for; 16M against; 1.6M abstain; broker non-votes ~100M); indicates improved investor sentiment after 2024’s lower support—context for Compensation Committee oversight which Gehring joins .
- Authorized shares increased to 1.25B common to support capital flexibility; oversight implications for board capital allocation and dilution risk .