Mark Board

About Mark P. Board

Independent director of Hecla Mining Company (HL), age 72, appointed in 2024. Board is a mining and geotechnical engineer with a PhD in Geological Engineering (University of Minnesota) and is an elected Member of the US National Academy of Engineering, specializing in deep underground mine and caving design; prior Hecla subsidiary executive (2014–2020) and long-time consulting engineer at Itasca Consulting Group. Tenure: Director since 2024; currently serves on Governance & Social Responsibility and Health, Safety, Environmental & Technical (HSET) committees. Independence affirmed by the Board (7 of 8 directors independent).

Past Roles

External Roles

Board Governance

• Committee assignments and roles (2024):
  • Governance & Social Responsibility Committee – Member; 4 meetings; committee independent; 100% attendance across committees in 2024. Chair: Alice Wong.
  • Health, Safety, Environmental & Technical (HSET) Committee – Member; 4 meetings; committee independent; 100% attendance across committees in 2024. Chair: George R. Johnson.
• Independence: Board has affirmatively determined all current directors other than the CEO are independent; committee memberships comprised entirely of independent directors.
• Attendance and engagement: Nine Board meetings in 2024; all directors except two late-year additions attended 100% of Board and committee meetings; Board joined Feb 2024 and is included among those with 100% attendance. Executive sessions of independent directors held at each regular Board meeting.
• Lead independent structure: Independent Board Chair; executive sessions standard; independent Lead Director used during 2024 interim CEO period.

Fixed Compensation

• Director compensation structure (non-management):
  • Annual Board cash retainer: $105,000; Committee chair fees (not applicable to Board): $15,000 per chair; Annual equity grant baseline: $125,000. No meeting fees. Benchmarked internally in 2024; no changes recommended.
• 2024 actual (Board-specific):

Performance Compensation

• Equity structure: Annual stock grant under Amended and Restated Stock Plan for Nonemployee Directors; minimum 25% contributed to grantor trust (director may elect higher %); trust deliveries upon death/disability, retirement, other cessation, change-in-control, or elected time (≥2-year hold). No options or PSUs; equity is time-based. Shares available under plan as of 12/31/2024: 2,039,789.
• 2024 grant details (Board):

Other Directorships & Interlocks

Expertise & Qualifications

• Deep geotechnical and mining engineering expertise; specialization in design of deep underground mines and caving methods; PhD in Geological Engineering (University of Minnesota).
• National Academy of Engineering Member; broad consulting experience with global mine evaluation/design; former Hecla technical executive enhancing operational innovation.
• Board skills coverage: risk management, geology/mining/engineering, industry knowledge; complements HSET and Governance oversight.

Equity Ownership

• Beneficial ownership (record date Mar 26, 2025):

• Stock ownership guidelines (directors): 3x annual cash retainer within 5 years of appointment; valuation based on prior-year average close; due to tenure, Board is “not yet required” to meet minimum holdings as of 12/31/2024.
• Hedging/pledging: Prohibited under Insider Trading Policy; helps alignment and mitigates risk.

Insider Trades & Section 16 Compliance

Governance Assessment

• Effectiveness
  • Strong technical fit for HSET oversight; Board’s deep underground mining and geotechnical design expertise aligns with HSET’s remit (health, safety, environmental, technical risk). 100% committee attendance and active independent committee composition support robust oversight.
  • Service on Governance & Social Responsibility enhances ESG governance continuity; committee independence and clear responsibilities bolster policy and stakeholder oversight.
• Alignment & Incentives
  • Compensation is standard for sector: cash retainer plus time-based equity under director plan; trust deferral minimum (≥25%) adds retention/alignment; no options or PSUs for directors, reducing risk of short-termism.
  • Ownership guidelines in place; Board not yet required to meet thresholds given 2024 appointment; hedging/pledging bans strengthen alignment.
• Independence & Conflicts
  • Board independence affirmed; prior employment at Hecla Limited (2014–2020) could be perceived as a potential tie, but Board’s annual independence review determined no material relationship; 2024 related-party transaction review disclosed none.
• Shareholder Confidence Signals (context)
  • Structure retains anti-takeover features (classified board, supermajority provisions, inability to call special meetings), which some investors view unfavorably; Board notes repeated unsuccessful attempts to amend and may revisit in future.
  • 2024 Say-on-Pay support ~69% prompted program changes (more formulaic STIP; discontinued LTIP; double-trigger CIC; no consultant for director comp, internal benchmarking). While NEO-focused, indicates responsiveness in governance practices.
• RED FLAGS
  • Prior Hecla subsidiary executive role (2014–2020): independence affirmed, but continued vigilance warranted for potential perceived conflicts in technical oversight.
  • Structural protections (classified board; supermajority; no shareholder-called special meetings) remain; governance overhang may affect investor rights and activism dynamics.