Jill Satre
HECLA MINING CO/DE/About Jill Satre
Jill Satre (age 45) is an independent Class III director of Hecla Mining Company (HL), appointed October 16, 2024, and nominated for election to a term ending in 2028; she serves on the Audit Committee and has been designated an SEC “Audit Committee Financial Expert.” She is Vice President, Internal Audit & Corporate Compliance at TC Energy (since March 2023), and previously was a Partner at PwC (2015–2023) after joining PwC in 2000; she holds a CPA (Alberta) and is an inactive CPA (California), with a BBA from the University of Regina .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Partner (Senior Manager – Partner) | Jul 2015 – Feb 2023; at PwC since Sep 2000 | Led/oversaw financial audits, advised on internal control over financial reporting; mining and energy sector focus . |
External Roles
| Organization | Role | Tenure | Scope/Focus |
|---|---|---|---|
| TC Energy Corporation | VP, Internal Audit & Corporate Compliance | Mar 2023 – Present | Enterprise risk management, corporate compliance, internal audit, SOX program/public disclosure participation . |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee held 10 meetings in 2024; all members independent; three of four are financial experts, including Satre .
- Independence: Board determined Satre is independent under NYSE standards and appointed her to the Audit Committee .
- Attendance/engagement: The Board met 9 times in 2024; with the exception of directors who joined late in 2024 (including Satre), each director attended 100% of their Board/committee meetings; independent directors held executive sessions at each regularly scheduled Board meeting in 2024 .
- Board composition context: 7 of 8 directors are independent; 38% women; average tenure 6 years; four new directors since 2021 .
Fixed Compensation (Non-Management Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $105,000 | Standard non-management director cash retainer . |
| Committee chair fees (each chair) | $15,000 | Audit, Compensation, Governance, HSET (if applicable) . |
| Jill Satre: Fees earned (cash) | $26,250 | Pro-rated for appointment on Oct 16, 2024 . |
Performance Compensation (Equity for Directors)
| Equity Element | Grant/Value | Terms/Details |
|---|---|---|
| Standard annual equity retainer (non-management directors) | $125,000 | Granted as shares; minimum 25% contributed to grantor trust; remaining delivered to director; shares in trust delivered upon departure/death/disability/CIC or elected time (>2 years) . |
| Jill Satre 2024 equity grant | 4,700 shares; grant-date fair value $31,866 | Pro-rated upon appointment 10/16/2024; priced at $6.78 NYSE close on grant date . |
Note: Director equity is time-based, not performance-conditioned; directors do not receive annual bonus metrics or options under this plan .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | HL disclosure lists no other current public company directorships for Satre . |
Expertise & Qualifications
- Financial expertise: SEC-designated Audit Committee Financial Expert; extensive US GAAP, audit, ICFR/SOX, and enterprise risk management experience .
- Industry experience: Resource extraction (mining and energy) focus at PwC and TC Energy .
- Credentials: CPA (Alberta), inactive CPA (California); BBA, University of Regina .
Equity Ownership
| Holder | Direct Shares | Indirect Shares (Trust) | Total Beneficial | % of Class | Notes |
|---|---|---|---|---|---|
| Jill Satre | 0 | 4,700 | 4,700 | <1% | Indirect shares credited under Director Stock Plan trust; directors disclaim beneficial ownership of trust shares . |
- Director stock ownership guidelines: Independent directors must own shares valued at 3x the annual cash retainer within 5 years of appointment; as of Dec 31, 2024, Satre (newly appointed) is not yet required to meet the threshold .
- Hedging/pledging: Insider Trading Policy prohibits directors from hedging or pledging Company securities .
Related-Party Transactions & Conflicts
- Item 404(a): Company disclosed no relationships between Satre and Hecla requiring related-party disclosure at appointment; no arrangements/understandings behind her appointment .
- Company-wide: No related-party transactions in 2024; none proposed as of proxy date .
Employment & Contracts (Director)
- Indemnification: Hecla’s standard indemnification agreement was entered into with Jill Satre on October 16, 2024 (as listed among identical agreements for directors/officers) .
- Section 16 compliance: The Company states all required Section 16 filings for officers, directors, and >10% holders were timely in 2024 .
Governance Assessment
-
Strengths:
- Independence and audit rigor: Independent director, Audit Committee member, and Audit Committee Financial Expert—supports robust financial oversight .
- Alignment: Equity retainer (held in grantor trust) and 5-year 3x retainer ownership guideline promote long-term alignment; hedging/pledging prohibited .
- Clean conflicts record: No Item 404(a) related-party relationships; Company reported no related-party transactions in 2024 .
-
Watch items:
- Tenure/attendance disclosure: She joined in October 2024; the 2024 attendance metric (100%) is reported excluding late-year additions, limiting visibility into her attendance pattern; monitor 2025 attendance disclosure for full-year engagement .
- External executive role: Senior role at TC Energy could imply time commitments; however, no related-party or interlock issues disclosed with Hecla .
Appendix: Committee Snapshot Relevant to Satre
| Committee | 2024 Meetings | Composition/Notes |
|---|---|---|
| Audit | 10 | All members independent; three financial experts (including Satre); oversees financial reporting, ICFR, risks, and auditor independence . |
Director Compensation Detail (2024)
| Director | Fees Earned or Paid in Cash ($) | Stock Retainer ($) | Total ($) |
|---|---|---|---|
| Jill Satre | 26,250 | 31,866 | 58,116 |
| Notes | Pro-rated for appointment 10/16/2024; granted 4,700 shares valued at $31,866 on grant date . |
RED FLAGS
- None identified for Satre: no related-party transactions, no hedging/pledging, independence affirmed, and audit financial expert designation support investor confidence .