Michael Clary
HECLA MINING CO/DE/About Michael Clary
Michael L. Clary is Senior Vice President – Chief Administrative Officer (SVP–CAO) at Hecla Mining Company (HL), age 57 as listed among Named Executive Officers in the 2025 proxy . He was appointed SVP–CAO in July 2021, reporting to the CEO and responsible for implementing Hecla’s human capital management program across the company . Company performance context during his tenure includes: 2024 STIP corporate performance of 85% after negative discretion (calculated 92% with a 7% downward committee override) ; the 2022–2024 LTIP paid $75.69 per unit (16% below target) with relative TSR of −4.6% ranking 14th of 20 peers (100% multiple, no uplift) ; 2024 EBITDA of $306.5M, Adjusted EBITDA of $337.9M, and Adjusted EBITDA less capex of $124.9M, used in incentive measurement . 2024 was characterized by production shortfalls and higher costs (mitigated by higher base metals prices lowering AISC), framing incentive outcomes for all NEOs including Clary .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hecla Mining Company | Senior Vice President – Chief Administrative Officer | Jul 2021–present | Executive accountable for human capital management and workforce programs company-wide |
External Roles
No external public-company board roles or outside directorships disclosed for Clary in the proxy materials reviewed .
Fixed Compensation
Multi-year reported compensation (SEC Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $281,042 | $320,625 | $345,000 |
| Stock Awards (RSUs, PSUs grant-date FV) | $282,509 | $303,738 | $555,646 |
| Non-Equity Incentive Plan Compensation (STIP + LTIP payouts for periods) | $778,688 | $462,000 | $525,777 |
| Change in Pension Value & Non-Qualified Deferred Comp Earnings | — | $1,353,530 | $476,587 |
| All Other Compensation | $20,711 | $22,463 | $23,469 |
| Total | $1,362,950 | $2,462,356 | $1,926,479 |
Target pay structure (2024):
| Component | Amount |
|---|---|
| Base Salary | $345,000 |
| STIP Target Award | $345,000 |
| Equity Target (RSUs + PSUs) | $686,550 |
| Total Target Compensation | $1,376,550 |
| Target STIP (% of base) | 100% |
Actual cash STIP paid:
| Year | STIP Award ($) |
|---|---|
| 2022 | $525,000 |
| 2023 | $293,250 |
| 2024 | $276,000 |
Notes
- Annualized base salary for Clary remained $345,000 July–Dec 2024, consistent with prior period .
- Hecla froze the Retirement Plan and KEDCP for future entrants/deferrals in 2024; STIP moved to fully quantitative metrics and LTIP discontinued starting 2024 (long-term incentives now allocated to RSUs/PSUs) .
Performance Compensation
2024 STIP design and outcomes (company-wide metrics drive NEO awards; Clary’s STIP is 100% of base at target):
| Metric | Weighting | Target | Actual | Payout Contribution |
|---|---|---|---|---|
| Safety – AIFR | 5% | 1.22 AIFR (Target); 0.87 (Max); 1.37 (Min) | 1.86 (below threshold) | 0% |
| Safety – Leading Indicators | 5% | 110% (Target); 120% (Max) | 107% | 2% |
| Environmental – Reduction in Reportables | 10% | 10% reduction (Target); 20% (Max) | Mixed; between target and max | 15% |
| Operations – AgEq Production | 25% | 40.6M AgEq (Target) | 38.0M AgEq (94% of target) | 0% |
| Financial – Mine Site Operating Cash Flow | 15% | $182M (Target); $223M (Max) | $217.2M | 28% |
| Financial – AISC per AgEq oz | 15% | $15 (Target); $13 (Max) | $13.07 | 29% |
| Financial – Capital Spending | 15% | $210M (Target); $197M (Max) | $215M | 12% |
| Exploration – Reserves | 5% | Company-set reserve target | 6% contribution | 6% |
| Exploration – Resources | 5% | Company-set resource target | 0% contribution | 0% |
| Calculated Corporate Performance | — | — | — | 92% |
| Committee Negative Discretion | — | — | — | (7%) |
| Total Corporate Performance | — | — | — | 85% |
2024 Grants (equity incentives):
- RSUs: 06/21/2024 grant; grant-date fair value $343,272
- PSUs: 06/21/2024 grant; 66,397 target PSUs; grant-date fair value $212,374
- STIP: Target $345,000; maximum $690,000
2023 Grants (equity incentives):
- RSUs: 06/21/2023 grant; 40,990 RSUs; grant-date fair value $207,000
- PSUs: 06/21/2023 grant; 27,327 target PSUs; grant-date fair value $96,738
- STIP target: $345,000
2022–2024 LTIP results (paid in common stock):
| Measured Goal | Target | Actual | Unit Payout |
|---|---|---|---|
| Maintenance of silver-equivalent reserves | 0M AgEq | −6M AgEq | $17.00 |
| Silver-equivalent resource growth | 40M AgEq | 129M AgEq | $22.25 |
| Production (AgEq ounces) | 90M | 83.4M | $0.00 |
| Mine site operating cash flow | $800M | $826M | $36.44 |
| Relative TSR | Median | −4.6%; 14th/20 peers | 100% multiple |
| Total LTIP unit value | $90 target | $75.69 achieved | $75.69 |
Clary’s LTIP payout:
| Units | Unit Value | Total Award | Shares Received |
|---|---|---|---|
| 3,300 | $75.69 | $249,777 | 47,667 (at $5.24 on 2/24/2025) |
Equity Ownership & Alignment
Beneficial ownership (as of March 26, 2025):
| Category | Shares |
|---|---|
| Direct | 139,173 |
| 401(k) Plan | 12,503 |
| RSUs (unvested) | 107,267 |
| PSUs (unearned) | 93,724 |
| Total Beneficial Ownership | 352,667; <1% of class |
| Options | None outstanding at year-end |
Outstanding equity awards (12/31/2024):
| Award Type | Quantity | Market/Payout Value |
|---|---|---|
| RSUs unvested | 107,267 | $526,681 (at $4.91) |
| PSUs unearned (2023–2025) | 27,327 | $134,176 (assumed threshold; $4.91) |
| PSUs unearned (2024–2026) | 66,397 | $326,009 (assumed threshold; $4.91) |
RSU vesting schedule (subject to continued employment):
| Vest Date | Clary RSUs |
|---|---|
| 06/21/2025 | 49,339 |
| 06/21/2026 | 35,795 |
| 06/21/2027 | 22,133 |
Ownership alignment policies and signals
- No stock options outstanding for any NEO at year-end 2024 (reduces leverage-related selling pressure risk) .
- PSUs are earned based on relative TSR over 3-year measurement periods (aligns awards with multi-year shareholder returns) .
- Hecla has a KEDCP enabling deferral of salary, STIP, LTIP, and equity payouts; plan was frozen for future deferrals in 2024 (limits future alignment via deferrals) .
Employment Terms
Change-in-control and severance economics (non-CEO NEOs):
- Multiples: For Lawlar, Clary, Brown, CIC lump-sum equals two times base salary, two times highest STIP of prior three years, and two times highest LTIP of prior three years; Sienko has three times . RSUs and PSUs vest upon qualifying CIC termination (double-trigger); death/disability also accelerates .
Termination payments (effective as of 12/31/2024; assumptions per proxy):
| Element | CIC Amount (Clary) | Death/Disability (Clary) |
|---|---|---|
| Base Salary | $690,000 | — |
| STIP | $1,050,000 | — |
| Unvested RSUs | $526,681 | $526,681 |
| Unearned PSUs (assumed target) | $593,187 | $593,187 |
| LTIP (highest of prior 3 yrs; Prorated for D/D) | $507,376 | $477,488 |
| Health & Welfare Benefits | $62,257 | — |
| Life Insurance | $8,777 | — |
| Outplacement | $20,000 | — |
| Total | $3,458,278 | $1,597,356 |
Additional plan terms summary:
- Severance summary table confirms two-times multiples for Clary across base, STIP, LTIP under CIC; retirement age/service conditions govern vesting of long-term awards if retiring outside CIC .
- Stock plan provides double-trigger vesting for RSUs/PSUs on CIC; death/disability deemed performance at 100% for PSUs .
Pension/SERP
| Plan | Years Credited | Present Value (12/31/2023) |
|---|---|---|
| Retirement Plan | 29 | $1,419,467 |
| SERP | — | $779,416 |
Investment Implications
- Pay-for-performance tightening: STIP is now entirely quantitative with negative discretion applied in 2024; LTIP discontinued starting 2024 with focus on RSUs/PSUs, addressing shareholder feedback (2024 Say-on-Pay support fell to 69% vs ~97% in 2023) . This reduces risk of discretionary windfalls and increases transparency, a positive for alignment.
- Vesting and potential supply: Clary’s RSU tranches of 49,339/35,795/22,133 vest annually through 2027; PSUs measured on relative TSR 2023–2025 and 2024–2026 could vest at threshold/target depending on rankings, creating scheduled share inflows that can add selling pressure around vest dates if monetized .
- Alignment and leverage: No options outstanding; equity exposure is via RSUs/PSUs and prior LTIP stock payout (47,667 shares from LTIP), moderating leverage but maintaining skin-in-the-game; total beneficial ownership 352,667 shares (<1% of class) .
- Retention economics: CIC terms for Clary provide two-times cash multiples plus accelerated vesting—attractive but within peer norms; death/disability acceleration and outplacement add support. The 12/31/2024 modeled CIC total of ~$3.46M suggests moderate retention value without excessive cash severance .
- Execution track record: 2024 performance headwinds (production shortfalls, safety below threshold) lowered STIP outcomes despite strong AISC and OCF metrics; Clary’s 2023 achievements span IT/security upgrades, diversity gains, and recruiting enhancements—supportive of CAO mandate but not directly tied to production KPIs, highlighting organizational-focus strengths over operational levers .
- Monitoring signals: Watch PSU relative TSR cohorts (2023–2025, 2024–2026) and RSU vest dates for potential Form 4 activity; track ongoing Say-on-Pay trends and any further plan design changes after 2024 engagement to assess evolving alignment and potential dilution impact .