Robert Brown
HECLA MINING CO/DE/About Robert Brown
Robert D. Brown, 56, is Vice President – Corporate Development & Sustainability at Hecla Mining (HL). He was appointed VP – Corporate Development & Sustainability in August 2021 after serving as VP – Corporate Development since January 2016, and also serves as President of Hecla Canada Ltd. . He is one of HL’s Named Executive Officers (NEOs) and received $1.35 million in total compensation for 2024, with pay structured across base salary ($330,000), equity awards ($506,118 grant-date fair value), and an annual cash incentive ($434,774) . In 2024, HL’s quantitative Short-Term Incentive Plan (STIP) paid at 85% of target on company results; 2022 PSUs paid zero on below-threshold relative TSR; and the 2022–2024 LTIP paid at 84% of target, evidencing tighter pay-for-performance alignment after shareholder feedback .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Hecla Mining Company | Vice President – Corporate Development & Sustainability | Aug 2021–present | Expanded mandate to include sustainability; NEO status |
| Hecla Mining Company | Vice President – Corporate Development | Jan 2016–Aug 2021 | Led corporate development initiatives |
| Hecla Canada Ltd. (subsidiary) | President | Aug 2021–present | Leadership of Canadian subsidiary |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hecla Canada Ltd. | Director | Current (as of 13D filed 5/30/2025) | Listed as director of Hecla Canada Ltd. |
| Hecla Quebec Inc. | Director | Current (as of 13D filed 5/30/2025) | Listed as director of Hecla Quebec Inc. |
Fixed Compensation
| Year | Base Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Change in Pension/Non-Qualified DC ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 330,000 | 506,118 | 434,774 | 75,461 | 7,987 | 1,354,340 |
| 2023 | 315,000 | 275,679 | 383,250 | 86,114 | 8,066 | 1,068,109 |
| 2022 | 282,000 | 268,235 | 761,250 | — | 20,415 | 1,331,900 |
All Other Compensation 2024 detail: $6,287 in lieu of 401(k) match (Canada), and $1,700 life insurance premium (Canada) .
Performance Compensation
2024 STIP structure and payout
| Item | Value |
|---|---|
| Base Salary ($) | 330,000 |
| Target STIP (% of base) | 70% |
| Target STIP ($) | 231,000 |
| Corporate performance result | 92% quantitative; committee applied -7% negative discretion → 85% total |
| Payout (% of target) | 85% |
| Cash Award ($) | 196,350 |
2024 STIP performance metrics, weights, and outcomes
| Metric | Weight | Target/Threshold/Max | Actual/Result | Payout contribution |
|---|---|---|---|---|
| Safety – AIFR | 5% | 1.22 tgt; 1.37 min; 0.87 max | 1.86 (below threshold) | 0% |
| Safety – Leading indicators | 5% | 110% tgt; 100% min; 120% max | 107% of target | 2% |
| Environmental (reduction in reportables) | 10% | 10% reduction target; 0% min; 20% max | Between target and max (3 of 4 sites ≥20%) | 15% |
| Operations – AgEq production | 25% | 100% of budget target; <97% min; 103% max | 38M AgEq oz (94% of target) | 0% |
| Financial – Mine Site OCF | 15% | $182M tgt; $126M min; $223M max | $217.2M (btw tgt & max) | 28% |
| Financial – AISC/AgEq oz | 15% | $15 tgt; $16 min; $13 max | $13.07 (near max) | 29% |
| Financial – Capital spending | 15% | $210M tgt; $231M min; $197M max | $215M (btw min & tgt) | 12% |
| Exploration – Reserves | 5% | Maintain reserves target | +4.6M AgEq oz; above target | 6% |
| Exploration – Resources | 5% | +10M AgEq oz target | Decreased; 0% | 0% |
| Committee discretion | — | — | Applied -7% | Total 85% |
2024 Equity grants (awarded June 21, 2024 unless noted)
| Type | Grant date | Shares/Units | Grant-date fair value ($) | Key terms |
|---|---|---|---|---|
| RSUs | 06/21/2024 | 60,479 | 312,675 | Vests in 3 equal tranches on 6/21/25, 6/21/26, 6/21/27; retirement-age/service continued vesting provisions; no dividend equivalents |
| PSUs (target) | 06/21/2024 | 60,479 | 312,675 | 3-year period (1/1/2024–12/31/2026): 50% relative TSR vs peer group; 50% Mine Site Operating Cash Flow vs target; 0–200% payout; thresholds detailed by metric |
Stock vested in 2024: 31,903 shares vested; value realized $164,939 (at $5.17 close on 6/21/2024) .
2022 PSU outcome: TSR ranking 14th of 20 peers → below threshold → $0 payout for 2022 grant .
Equity Ownership & Alignment
| Category | Amount |
|---|---|
| Direct shares | 326,154 |
| Unvested RSUs | 97,956 |
| Unearned PSUs (in-flight) | 85,529 |
| Total beneficial ownership | 509,639 |
| Ownership as % of outstanding | <1% (“*” per proxy table) |
| Options outstanding | None (no NEO stock options outstanding at year-end) |
| RSU vesting schedule (unvested as of 12/31/2024) | 45,293 on 06/21/2025; 32,503 on 06/21/2026; 20,160 on 06/21/2027 |
| PSU tranches in flight | 25,050 (2023–2025 cycle); 60,479 (2024–2026 cycle) |
| Hedging/pledging | Prohibited for directors/officers; no pledging or hedging permitted |
| Stock ownership guidelines | 2x base salary for non-CEO execs; 5-year compliance window; all NEOs except newly hired CEO met the guidelines as of 12/31/2024 |
Employment Terms
| Topic | Key terms |
|---|---|
| Change-in-control (CIC) agreement | Double-trigger; for non-CEO NEOs (incl. Brown), cash severance equals 2x base salary and 2x highest STIP of last 3 years; LTIP multiple 2x highest LTIP of last 3 years; accelerated vesting of equity upon qualifying termination post-CIC |
| Termination benefits (Robert D. Brown, as of 12/31/2024) | CIC termination total $3,251,798 comprised of: Base Salary $660,000; STIP $780,000; Unvested RSUs $480,964; Unearned PSUs $547,406 (assumed target); LTIP $742,500; Health & Welfare $9,053; Life Insurance $11,875; Outplacement $20,000 |
| Death/Disability benefits (as of 12/31/2024) | Total $1,474,704; includes full vesting of unvested RSUs and PSUs at target |
| Cause/Good Reason definitions | Willful failure to perform or misconduct (Cause); Good Reason includes diminution of role, failure to honor agreement, relocation, improper termination, or failure of successor to assume agreement |
| Clawback | SEC/NYSE-compliant clawback adopted Aug 2023; recoupment of erroneously awarded incentive compensation upon restatement (no misconduct requirement) |
| Hedging/pledging | Insider Trading Policy prohibits hedging, short sales, options trading, margin, and pledging by directors/officers |
| Non-qualified deferred comp | Canadian employees not eligible; no deferrals for Brown in 2024 |
| Retirement/SERP | Not in U.S. Retirement Plan; participates in SERP; present value $345,082 at 12/31/2024 (USD at Bank of Canada rate) |
| Agreement references | Brown entered into form CIC agreement on Aug 5, 2019 (per 10-K exhibit list) |
Investment Implications
- Alignment and payout quality: 2024 STIP paid at 85% on purely quantitative metrics with negative discretion applied, while 2022 PSUs paid $0 on sub-median TSR—indicating the program curtails windfalls and ties upside to cash flow, cost, production, reserves and market-relative returns .
- Near-term supply/overhang dynamics: Brown has 45,293 RSUs vesting on 6/21/2025, 32,503 on 6/21/2026, and 20,160 on 6/21/2027, plus in-flight PSUs (25,050 for 2023–2025; 60,479 for 2024–2026). These dates represent potential insider selling windows; however, hedging/pledging is prohibited and trading is gated by blackout rules .
- Retention risk vs. CIC economics: Double-trigger CIC with 2x cash multiples and full vesting of equity on qualifying termination totals ~$3.25M at YE 2024, incentivizing continuity but not encouraging a single-trigger exit; severance levels are moderate vs peers (no excise tax gross-up) .
- Ownership and guidelines: Brown beneficially owns 509,639 shares (direct + unvested equity), meets 2x salary ownership guideline, and holds no options or pledges—supportive of alignment with long-term shareholders .
- Governance signals: Say-on-Pay support dropped to ~69% in 2024, prompting HL to eliminate the legacy LTIP and remove qualitative/positive discretion from STIP; ongoing scrutiny of pay design is likely, a consideration for compensation-driven catalysts .
Company performance context: 2024 delivered $217.2M mine-site OCF (btw target and max), AISC/AgEq of $13.07 (near max), capital spending $215M (btw threshold and target), but production and safety shortfalls weighed on STIP . HL’s 2024 operational summary noted strong free cash flow at Greens Creek/Lucky Friday and net leverage improvement (2.7x → 1.6x), framing the quantitative outcomes used in incentive determinations .