Russell Lawlar
HECLA MINING CO/DE/About Russell Lawlar
Senior Vice President and Chief Financial Officer of Hecla Mining Company (HL) since March 2021; previously Treasurer (Feb 2018–Mar 2021) and Controller at Greens Creek (Feb 2015–Feb 2018), with roles of increasing responsibility since 2010 . As CFO, he certified HL’s FY2023 and FY2024 10-Ks under SOX 302, reflecting responsibility for disclosure controls and internal control over financial reporting . HL’s pay-for-performance framework ties executive pay to company metrics including STIP results and three-year PSU outcomes; notably, 2022 PSUs paid 0% based on relative TSR ranking (14th of 20 peers for 2022–2024), and 2024 STIP corporate performance was 85% after a negative discretion of 7% . HL’s most important long- and short-term performance measures used for executive compensation include Adjusted EBITDA less capital expenditures at operating mines and relative TSR .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hecla Mining Company | SVP & CFO | Mar 2021–present | Led capital allocation across operating assets, balancing growth capex, exploration, and deleveraging to reduce interest expense, with focus on Lucky Friday, Greens Creek, and Keno Hill . |
| Hecla Mining Company | Treasurer | Feb 2018–Mar 2021 | Corporate treasury leadership preceding appointment as CFO . |
| Hecla Mining Company – Greens Creek Mine | Controller | Feb 2015–Feb 2018 | Site financial leadership at HL’s flagship silver mine . |
| Hecla Mining Company | Various finance roles | 2010–2015 | Progressive responsibilities leading to site controller and corporate roles . |
External Roles
No external public company directorships or committee roles disclosed for Lawlar in HL’s filings reviewed (DEF 14A 2025, 10-K FY2024) .
Fixed Compensation
| Year | Base Salary ($) | Target STIP (% of salary) |
|---|---|---|
| 2024 | 379,500 | 100% |
| 2023 | 352,688 | 100% (STIP target $379,500) |
| 2022 | 294,792 | 100% (Base Salary Factor 100%) |
Performance Compensation
STIP (short-term incentive)
| Year | Corporate performance value (%) | Discretionary adjustment (%) | Total corporate value (%) | Payout as % of target | STIP cash award ($) |
|---|---|---|---|---|---|
| 2024 | 92 | -7 | 85 | 80 | 303,600 |
| 2022 | — | — | — | 127 | 419,100 |
2024 STIP factor weightings: Safety 10%, Environmental 10%, Operations (AgEq) 25%, Financial goals 45% (Operating Cash Flow, AISC/Ag oz., Capital Spending), Exploration 10%. Actual performance values by component: AIFR 0%, Leading Indicators 2%, Environmental 15%, Operations 0%, Operating Cash Flow 28%, AISC/Ag oz 29%, Capital Spending 12%, Reserves 6%, Resources 0%; corporate value 92%, then (-7%) discretionary to 85% .
Equity awards (RSUs, PSUs)
RSUs (time-based; 3-year vesting cadence):
| Grant date | Value ($) | Shares (#) | Vesting schedule (Lawlar) |
|---|---|---|---|
| 06/21/2024 | 368,000 | 71,180 | 53,198 on 06/21/2025; 38,527 on 06/21/2026; 23,727 on 06/21/2027 |
PSUs (performance-based; TSR and operational cash flow metrics):
| Grant date | Target value ($) | Target shares (#) | Metrics | Performance period | Payout status |
|---|---|---|---|---|---|
| 06/21/2024 | 368,500 | 71,180 | 50% three-year relative TSR vs peers; 50% Mine Site Operating Cash Flow less capex; linear interpolation; 25% threshold to 200% max | 01/01/2024–12/31/2026 | Pending |
| 2022 grant | — | 29,345 | Relative TSR vs peer group; Monte Carlo value at grant | 01/01/2022–12/31/2024 | Earned 0% (no shares) based on TSR rank (14th of 20) |
| 2023 grant | — | 29,609 (unearned at 12/31/2024) | Relative TSR peer rank; threshold assumed for disclosure | 01/01/2023–12/31/2025 | In-flight |
Outstanding at 12/31/2024 (no options outstanding for NEOs):
- Unvested RSUs: 115,452 shares; market value $566,869 (based on $4.91 close) .
- Unearned PSUs: 29,609 (2023–2025) with assumed threshold value $145,380; and 71,180 (2024–2026) with assumed threshold value $349,494 (both valued at $4.91) .
Equity Ownership & Alignment
| As of date | Direct shares | 401(k) shares | Unvested RSUs (#) | Unearned PSUs (#) | Total beneficial ownership | Percent of class |
|---|---|---|---|---|---|---|
| 03/26/2025 (record date) | 182,531 | 16,356 | 115,452 | 100,789 | 415,128 | * (less than 1%) |
Stock ownership guidelines: CEO 6x salary; other executive officers 2x salary, measured using prior-year average price; unvested RSUs count; unvested PSUs excluded. As of 12/31/2024, all NEOs except the newly appointed CEO met guidelines—implying Lawlar is in compliance . Hedging and pledging prohibited for directors and officers by HL’s Insider Trading Policy . No stock options outstanding at year-end 2024 for NEOs .
Employment Terms
Change-in-control agreements (double-trigger vesting; no excise gross-up):
- Multiples: Lawlar entitled to 2x annual base salary, 2x highest STIP in last three years, 2x highest LTIP in last three years upon qualifying termination during CIC period; plus RSUs accelerate in full and PSUs vest at 100% of target; outplacement up to $20,000; life insurance coverage valued at $8,777; health/welfare benefits not applicable to Lawlar (— in table) .
- As-of 12/31/2024 illustrative CIC payout for Lawlar: Base salary $759,000; STIP $838,200; Unvested RSUs $566,869; Unearned PSUs $638,958; LTIP $529,830; Life insurance $8,777; Outplacement $20,000; Total $3,361,634 (values based on $4.91 stock price and target PSU assumptions) .
- Death/Disability illustrative benefits for Lawlar: Unvested RSUs $566,869; PSUs at 100% target $638,958; LTIP $506,427; Life insurance $8,777; Total $1,712,254 .
- 2010 Stock Plan provides double-trigger vesting for RSUs/PSUs on CIC; PSUs vest at target upon CIC or death/disability .
Performance Compensation – Detailed Mechanics
| Metric | Weighting | Target | Actual | Payout impact | Vesting/measurement |
|---|---|---|---|---|---|
| Safety – AIFR reduction | 5% | Target 1.22; Max 0.87; Min 1.37 | 2024 AIFR 1.86 | 0% | Annual; paid following performance period |
| Safety – Leading indicators | 5% | Threshold 100%; Target 110%; Max 120% | 107% | 2% | Annual |
| Environmental | 10% | Reduce reportable exceedances | 3 of 4 mines achieved reduction | 15% | Annual |
| Operations – AgEq production | 25% | Pre-set AgEq targets | Below threshold | 0% | Annual |
| Financial – Operating cash flow | Part of 45% | Budget-based | Above targeted levels | 28% | Annual |
| Financial – AISC per Ag oz. | Part of 45% | Budget-based | Below expected due to by-product credits | 29% | Annual |
| Financial – Capital spending | Part of 45% | Budget-based | As disclosed | 12% | Annual |
| Exploration – Reserves | 5% | Maintain/add reserves | Achieved 6% value | 6% | Annual |
| Exploration – Resources | 5% | Add resources | 0% | 0% | Annual |
| PSUs – Relative TSR | 50% of PSU | Percentile vs peers | 2022–2024 TSR rank 14/20 (0% payout) | Linearly 0–200% | 3-year (TSR measured by 60-day averages) |
| PSUs – Mine Site OCF | 50% of PSU | 70% threshold; 90% target; 110% max | Not yet disclosed (2024–2026) | 50–200% of target | 3-year |
Compensation Structure Analysis
- Majority of executive pay is performance-based and equity-based; total direct compensation targeted around the 50th percentile of the peer group, with base salaries below median and incentives above median .
- LTIP program discontinued starting in 2024 to align with peers; only the 2023–2025 LTIP remains open .
- Following a 69% Say-on-Pay vote in 2024 (vs ~97% in 2023), HL engaged shareholders and adjusted STIP/LTIP design and PSU metrics to strengthen alignment (including adding Mine Site OCF to PSUs) .
Related Policies, Governance, and Red Flags
- Hedging/pledging: Prohibited for directors and officers; policy also restricts trading windows and margin/short sales .
- Clawback policy: Amended Aug 2023 to comply with SEC/NYSE; recovers erroneously awarded incentive compensation upon restatement; does not require misconduct finding .
- Change-in-control: Double-trigger vesting; severance defined; no excise tax gross-ups .
- Peer group used for benchmarking includes 13 mining companies; HL positions TDC at ~50th percentile .
Equity Ownership & Vesting Schedule (detail)
| Vesting date | RSUs – Lawlar (#) | Note |
|---|---|---|
| 06/21/2025 | 53,198 | Subject to continued employment; RSUs valued using $4.91 at 12/31/2024 for disclosure . |
| 06/21/2026 | 38,527 | — |
| 06/21/2027 | 23,727 | — |
Employment & Contracts – Economics
| Element | Change-in-control (double trigger) | Death/Disability | Other terms |
|---|---|---|---|
| Base salary | 2x (Lawlar) | — | CIC term auto-renews annually unless notice; definition of Cause/Good Reason summarized |
| STIP | 2x highest last three years | — | — |
| LTIP | 2x highest last three years | Prorated based on actual performance | Only 2023–2025 LTIP remains |
| RSUs | Accelerate in full | Accelerate in full | Double-trigger plan terms |
| PSUs | Vest at 100% of target | Vest at 100% of target | — |
| Benefits | Health/welfare: — (Lawlar); Life insurance: $8,777; Outplacement: up to $20,000 | Life insurance $8,777; outplacement not applicable | Illustrative totals as of 12/31/2024 shown above |
Performance & Track Record
- CFO commentary emphasizes balancing investment in high-return assets (Lucky Friday, Greens Creek, Keno Hill), deleveraging to reduce interest expense, and exploration to sustain cash flows .
- Lucky Friday performance triggered above-target profit sharing and production bonuses tied to production, safety, environmental performance and costs—indicative of site-level outperformance translating to workforce incentives .
- Corporate 2024 outcomes: financial metrics partly mitigated operational issues (higher metals prices lowered AISC via by-product credits); overall STIP corporate value 92%, reduced to 85% via negative discretion .
Compensation Peer Group & Say-on-Pay
- 2024 peer group (unchanged from 2023) includes AGI, BTG, CGAU, CDE, EGO, AG, IAG, NGD, NG, PAAS, RGLD, SSRM, TORXF; HL benchmarks TDC near the 50th percentile .
- Say-on-Pay support was 69% in 2024; HL conducted engagement and adjusted program elements ahead of the 2025 meeting .
Investment Implications
- Alignment: Lawlar’s pay mix (RSUs, PSUs; minimal fixed relative to incentives) and prohibition on hedging/pledging support alignment with long-term shareholder value; compliance with 2x salary ownership guideline adds additional alignment signal .
- Execution sensitivity: 2024 STIP payout below target (80%) and 2022 PSUs at 0% underscore direct sensitivity of his compensation to operational delivery, TSR, and cash generation; pending 2024–2026 PSUs introduce explicit Mine Site OCF leverage .
- Retention risk vs CIC protection: Double-trigger CIC benefits and RSU/PSU accelerations reduce departure risk during transactions; however, modest personal ownership (<1% overall and 415k shares including unvested) implies limited absolute “skin in the game” versus founders, typical for NEOs at mid-cap miners .
- Trading signals: No options outstanding and strict trading/hedging/pledging prohibitions limit leverage and reduce forced-selling risk; absent Form 4 data here, no evidence of recent insider selling is available in filings cited .