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Rob Krcmarov

Rob Krcmarov

President and Chief Executive Officer at HECLA MINING CO/DE/HECLA MINING CO/DE/
CEO
Executive
Board

About Rob Krcmarov

President and CEO of Hecla Mining Company (NYSE: HL) since November 7, 2024; age 60; Director since 2024. A career geologist and international mining executive with 35+ years’ experience, including 13 years on Barrick Gold’s executive leadership team and service across >20 countries; current public board: Orla Mining Ltd. . Under his tenure as CEO (2025 YTD), Hecla delivered record quarterly revenue ($410M), net income ($101M), and Adjusted EBITDA ($196M) in Q3’25, with net leverage reduced to 0.3x and cash at $134M; Q2’25 set records for sales ($304M), FCF ($103.8M), and Adj. EBITDA ($132.5M); Q1’25 achieved record Adj. EBITDA ($90.8M) and improved net leverage to 1.5x . 2024 company context (partial pre-tenure): sales $929.9M, operating cash flow $218.3M, net leverage improved from 2.7x to 1.6x; 2022-2024 LTIP paid 84% and 2022 PSUs paid $0 due to sub-50th percentile TSR .

Past Roles

OrganizationRoleYearsStrategic impact
Barrick Gold CorporationExecutive Vice President – Exploration & Growth (member of executive leadership team)Mar 2016 – Nov 2021Led exploration and growth; senior executive responsibility across regions; deep operating, R&D, and strategic planning experience .
Barrick Gold CorporationVarious leadership roles (mine site, regional, corporate)2001 – 2016Drove exploration and mining operations across >20 countries; stakeholder and capital markets engagement .

External Roles

OrganizationRoleYearsNotes / potential interlocks
Orla Mining Ltd.DirectorNov 2023 – presentCurrent public directorship; industry adjacency .
Coeur MiningDirectorDec 2023 – Sep 2024Ended prior to CEO appointment; competitor exposure mitigated by departure .
Osisko Gold RoyaltiesDirectorOct 2022 – Oct 2024Ended 2024; royalty/streaming adjacency .
Major Drilling Group InternationalDirectorSep 2022 – Oct 2024Ended 2024; services adjacency .

Fixed Compensation

Year/TermBase salary ($)Notes
2025 (offer terms)850,000Initial CEO base salary per offer letter; eligible for STIP (target 110% of salary); relocation and certain tax filings assistance (provided in 2025) .
2024 (actual paid)93,500Partial-year CEO (start 11/7/24) .
2024 All Other Compensation ($)462As reported .

Performance Compensation

STIP structure, targets, and 2024 outcomes

  • Target opportunity: CEO 110% of base salary; range 0–200% of target; 2024 was prorated for Krcmarov (joined 11/7/24) .
  • 2024 corporate factor weights: Safety 10%, Environmental 10%, Operations 25%, Financial 45%, Exploration 10% .
  • 2024 results: Calculated corporate performance 92%, with a -7% discretionary reduction to 85% payout; CEO STIP paid $132,458 (prorated) .
Metric (2024 STIP)WeightTargeting details / resultPerformance value
Safety – AIFR reduction5%Threshold 1.37, Target 1.22, Max 0.87; actual 1.86 (below threshold)0% .
Safety – Leading indicators5%Threshold 100%, Target 110%, Max 120%; actual 107%2% .
Environmental10%10% reduction in reportable exceedances at 3/4 mines achieved15% aggregate environmental factor contribution noted in roll-up .
Operations – AgEq25%Production shortfalls impacted results0% .
Financial – Operating Cash Flow15% of 45%Above target28% (aggregate within financial) .
Financial – AISC/Ag oz.15% of 45%By-product credits lowered AISC29% (aggregate within financial) .
Financial – Capital Spending15% of 45%Discipline vs plan12% (aggregate within financial) .
Exploration – Reserves5% of 10%Reserves maintained near historic highs6% (aggregate within exploration) .
Exploration – Resources5% of 10%Not achieved0% .
Corporate total (pre-discretion)92% .
Committee overrideNegative discretion-7% .
Final payout as % of target85% .
CEO payout ($)Prorated132,458 .

LTI structure (RSUs/PSUs), vesting, and recent awards

  • Equity cadence and instruments: Company typically uses RSUs (time-based, 3-year vest) and PSUs (3-year performance, includes relative TSR); generally no stock options are issued to NEOs .
  • CEO new-hire awards: RSUs $1,930,000 granted January 2025, vesting over three years; PSUs $1,265,000 target to be granted June 2025 (2025 PSU program) .
  • 2022 PSU outcome: PSU payout for 2022 grant was $0 per unit because three-year TSR ranking was below the 50th percentile of the peer group (disciplining pay-for-performance) .
AwardGrant dateGrant value ($)Vesting termsStatus
RSUs (CEO)Jan 20251,930,000Vest over three yearsGranted Jan 2025 .
PSUs (CEO, target)Jun 2025 (planned)1,265,0003-year performance period; includes relative TSRTo be granted June 2025 .
Stock options (CEO)Company does not generally grant options to NEOsNot applicable .

Equity Ownership & Alignment

  • Beneficial ownership (3/26/2025): 6,570 shares directly; 325,016 RSUs; total 331,586 shares; less than 1% of shares outstanding .
  • CEO stock ownership guideline: 6x base salary; compliance window five years from appointment; as of 12/31/2024, Krcmarov not yet required to meet guidelines (others met) .
  • Hedging/pledging: Insider Trading Policy prohibits directors and officers from hedging or pledging company securities, holding in margin accounts, short-term trading, short sales, or options trading—reducing misalignment and collateral-driven selling risk .
  • Deferred comp: No participation in the company’s deferred comp plan in 2024; plan frozen effective January 2025 to eliminate future deferrals .
Ownership detail (3/26/2025)AmountNotes
Direct shares6,570As of record date .
RSUs (unvested)325,016As of record date .
Total beneficial331,586<1% of class .

Employment Terms

  • Start date and role: Appointed President & CEO effective November 7, 2024; Director since 2024 .
  • Offer terms: Base salary $850,000; STIP target 110% of base; relocation assistance and certain tax filing support (2025) .
  • Change-in-Control (double trigger): Upon a Qualifying Termination within 3 months before or 24 months after a CIC: cash equal to 2x (base + target bonus), 24 months of COBRA premiums, $20,000 outplacement, and accelerated vesting of 100% of equity (PSUs at higher of target or actual-to-date) .
  • Non‑CIC qualifying termination (illustrative as of 12/31/2024): cash equal to 1.5x (base + target bonus), 18 months COBRA, $20,000 outplacement .
  • Clawback: Dodd-Frank/NYSE-compliant policy; company will reasonably promptly seek to recover erroneously awarded incentive compensation upon an accounting restatement, irrespective of misconduct findings .
TermKey provision
CIC severance (double trigger)2x (base + target bonus) cash; 24x monthly medical/dental/vision premiums; $20,000 outplacement; 100% equity acceleration (PSUs at higher of target or actual through termination) .
Non‑CIC severance (illustrative)1.5x (base + target bonus) cash; 18x monthly COBRA premiums; $20,000 outplacement .
Anti‑hedging/pledgingProhibited for directors and officers .
ClawbackPolicy applies to STIP/LTIP in restatement scenarios (last 3 completed fiscal years) .
Deferred compKEDCP frozen effective Jan 2025 (no future deferrals) .

Performance & Track Record (Company metrics during Krcmarov’s CEO tenure and FY2024 context)

MetricFY 2024Q1 2025Q2 2025Q3 2025
Revenue/Sales ($M)929.9 261.3 304.0 410.0
Adjusted EBITDA ($M)90.8 132.5 196.0
Free Cash Flow ($M)103.8 90.0
Net leverage (x)1.6 (from 2.7) 1.5 0.7 0.3
Net income ($M)101.0
Cash & equivalents ($M)26.9 134.0

Notes: 2024 operations met silver production and cost guidance, exceeded gold production targets; committee used negative discretion on STIP to 85% due to production shortfalls and permitting issues; 2022-2024 LTIP paid 84%, while 2022 PSUs paid $0 on relative TSR below median .

Board Governance

  • Board service: Director since 2024; serves as Chair of the Executive Committee and Chair of the Non‑Executive Stock Award Committee (which grants equity to non‑Section 16 employees) .
  • Independence: Board has determined all current directors other than Krcmarov are independent under NYSE rules; committee memberships (Audit/Comp/Governance) comprised of independent directors .
  • Board leadership: Catherine “Cassie” J. Boggs is Board Chair; she also served as Interim CEO in 2024, mitigating CEO/Chair duality concerns for current structure .
  • Dual‑role implications: CEO service on Board and as Executive Committee Chair centralizes authority; the independent Board Chair, independent key committees, and anti‑hedging/pledging/clawback policies help offset governance risk .

Compensation Structure Analysis

  • Mix and leverage: CEO target total direct comp is heavily equity- and performance-based (RSUs + PSUs target $3.195M) versus base salary $850k and STIP target $935k, aligning upside with multi‑year outcomes .
  • Metric rigor and discretion: 2024 STIP disclosed metric weights and outcomes; committee applied negative discretion (–7%) to 85% payout, indicating discipline; 2022 PSUs paid $0 on sub‑median TSR, reinforcing pay-for-performance .
  • Instrument choice: Company generally avoids options (using RSUs/PSUs) and sets 3‑year vesting to promote retention; hedging/pledging prohibited; clawback in place—shareholder‑friendly design .
  • Deferral risk: Deferred comp plan frozen in Jan 2025; reduces deferral‑related overhang and simplifies exposure .

Vesting Schedules and Insider Selling Pressure

  • CEO equity cadence: 2025 RSUs vest over three years; PSUs to be granted June 2025 with a 3‑year performance period; no options outstanding—reduces near‑term exercise‑driven selling .
  • Policy constraints: Anti‑hedging and anti‑pledging limit financial engineering and collateral‑driven forced sales; CEO ownership guideline (6x salary) encourages net share retention over time (compliance window 5 years from appointment) .

Equity Ownership & Alignment (Detailed)

  • Total beneficial ownership: 331,586 shares (6,570 direct; 325,016 RSUs), <1% of outstanding; no options; PSUs not counted until earned .
  • Ownership policy status: Not yet required to meet CEO guideline due to Nov 2024 start; others met their guidelines by 12/31/24 .

Employment Contracts, Severance, and Change‑of‑Control Economics

  • CIC (double trigger): 2x (base + target bonus) cash, 24 months COBRA premiums, $20k outplacement, 100% equity acceleration (PSUs at higher of target or actual‑to‑date) .
  • Non‑CIC (illustrative): 1.5x (base + target bonus), 18 months COBRA, $20k outplacement for a qualifying termination .
  • Clawback: Restatement-based recoupment across the prior 3 completed fiscal years for incentive compensation .
  • Non‑compete / non‑solicit / garden leave: Not disclosed in the proxy .

Performance & Track Record Highlights

  • 2025 execution: Record revenue ($410M), net income ($101M), and Adj. EBITDA ($196M) in Q3’25; net leverage cut to 0.3x; cash $134M; FCF $90M; all four mines positive FCF for second straight quarter—points to operational discipline and portfolio improvement under current leadership .
  • Balance sheet: Q2’25 ATM proceeds and FCF used to redeem notes and fully repay IQ notes, reducing interest expense by $17.8M annually; net leverage to 0.7x in Q2, then 0.3x in Q3 .
  • 2024 baseline: Sales $929.9M; operating cash flow $218.3M; net leverage improved 2.7x→1.6x; committee applied negative discretion to STIP (85%); 2022 PSUs paid $0 on TSR below median .

Board Governance (Director Service, Committees, and Independence)

  • Committees: Executive Committee (Chair); Non‑Executive Stock Award Committee (Chair) .
  • Independence: All directors except Krcmarov deemed independent; Audit/Comp/Governance Committees composed of independents .
  • Chair structure: Independent Board Chair (Catherine J. Boggs) .

Say‑on‑Pay & Shareholder Feedback

  • The company modified/terminated several compensation plans in response to prior Say‑on‑Pay results and shareholder engagement feedback; 2022‑2024 LTIP paid at 84%, and 2022 PSUs paid $0 on relative TSR below median .

Expertise & Qualifications

  • Geologist with mine‑site, regional, and corporate leadership experience; international track record across >20 countries; strengths in operations, exploration, drilling, R&D, and strategy; stakeholder and investor engagement .

Investment Implications

  • Alignment and incentives: Heavy equity mix (RSUs/PSUs) with three‑year vesting, explicit relative TSR for PSUs, anti‑hedging/pledging, robust clawback, and 6x salary ownership guideline collectively align CEO incentives with multi‑year shareholder value creation; committee’s negative discretion in 2024 and $0 PSU payout on sub‑median TSR reinforce pay‑for‑performance discipline .
  • Retention vs supply overhang: Three‑year RSU vesting supports retention; absence of options reduces exercise‑driven supply; anti‑pledging limits collateral calls; however, multi‑year RSU vesting starting from 2025 could create periodic settlement-related supply near vest dates (magnitude tempered by policy and ownership requirements) .
  • Governance risk: CEO chairs the Executive and Non‑Executive Stock Award Committees, concentrating some authority; mitigants include an independent Board Chair and fully independent key committees, plus stringent trading and clawback policies .
  • Execution signals: 2025 record quarters, accelerating FCF, and rapid deleveraging are favorable operating signals under current leadership; watch for sustainability of Keno Hill improvements, permitting progress, and continued capital discipline as leading indicators for STIP/PSU outcomes and potential estimate revisions .