Stephen Ralbovsky
HECLA MINING CO/DE/About Stephen F. Ralbovsky
Stephen F. Ralbovsky (age 71) is an independent director of Hecla Mining Company (HL) since 2016, currently serving as Audit Committee Chair and member of the Governance & Social Responsibility and Health, Safety, Environmental & Technical (HSET) committees. He is a CPA, Founder & Principal of Wolf Sky Consulting LLC (since June 2014), and previously a PwC partner (1987–2014) focused on mining companies; he also teaches Global Mining Taxation as a part-time Professor of Practice at the University of Arizona’s James E. Rogers College of Law and is active in AICPA, Arizona Society of CPAs, National Mining Association, and SME .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Partner; U.S. Mining Leader; U.S. Mining Tax Leader; Global Mining Tax Leader | Feb 1987–Jun 2014 | Led mining tax and royalty policy; extensive auditing/accounting for public mining companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wolf Sky Consulting LLC | Founder & Principal | Jun 2014–present | Advisory on mining taxation and strategy |
| Univ. of Arizona, James E. Rogers College of Law | Professor of Practice (Global Mining Taxation) | Part-time, current | Academic instruction in mining taxation |
| Professional Associations | Member (AICPA, Arizona Society of CPAs, National Mining Association, SME) | Current | Industry and professional standards engagement |
Board Governance
- Independence: Board determined all current directors other than the CEO are independent; Ralbovsky is independent and qualifies as an SEC “Audit Committee Financial Expert” .
- Committee assignments and meeting cadence:
- Audit Committee Chair; 10 meetings in 2024; 100% attendance; all members independent; three of four members are financial experts .
- Governance & Social Responsibility Committee member; 4 meetings in 2024; 100% attendance .
- HSET Committee member; 4 meetings in 2024; 100% attendance .
- Board attendance: The Board held 9 meetings in 2024; each director (except two new 2024 appointees) attended 100% of board and Committee meetings—Ralbovsky included .
- Executive sessions: Independent director executive sessions were held at every regularly scheduled board meeting in 2024 .
| Committee | Role | 2024 Meetings | Attendance | Key Oversight |
|---|---|---|---|---|
| Audit | Chair; Financial Expert | 10 | 100% | Financial statements integrity; auditor independence; internal controls; risk; SOX 404 |
| Governance & Social Responsibility | Member | 4 | 100% | Corporate governance policies; ESG oversight; board composition; nominations |
| HSET | Member | 4 | 100% | Operational risks; health/safety; environmental compliance; technical reviews |
Fixed Compensation
| Year | Element | Amount (USD) | Notes |
|---|---|---|---|
| 2024 | Annual Board Retainer | $105,000 | Standard cash retainer, paid quarterly |
| 2024 | Committee Chair Fee (Audit) | $15,000 | Audit Committee chair fee |
| 2024 | Meeting Fees | $0 | No meeting fees paid |
| 2024 | Total Cash Fees | $120,000 | Sum of retainer and chair fee |
Performance Compensation
| Year | Award Type | Grant Date | Shares Granted | Grant-Date Fair Value (USD) | Valuation Basis / Notes |
|---|---|---|---|---|---|
| 2024 | Stock Retainer (Director Stock Plan) | Jun 24, 2024 | 24,281 | $122,619 | $5.05 close on grant date; annual equity retainer target $125,000; shares = $125,000 ÷ prior-year avg price $5.148 |
| Plan Terms | Director Stock Plan Trust | N/A | ≥25% contributed to grantor trust | N/A | Delivery upon earliest of death/disability, retirement, cessation of service, change in control, or elected time; minimum 2 years in trust |
No director performance metrics (e.g., TSR, EBITDA) are tied to non-management director equity grants; the equity retainer is time-based via the Director Stock Plan .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| None | — | — |
| Ralbovsky lists no other public company directorships, reducing interlock risk . |
Expertise & Qualifications
- CPA with 40+ years in taxation, auditing, and accounting focused on the mining industry; deep expertise in global mining tax and royalty policy .
- Recognized Audit Committee Financial Expert; extensive oversight of financial reporting and controls .
- ESG and technical oversight through Governance & Social Responsibility and HSET committees .
Equity Ownership
| Holder | Shares (Direct) | Shares (Indirect, Director Stock Plan Trust) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Stephen F. Ralbovsky | 39,630 | 213,166 | 252,796 | <1% (out of 632,310,356 shares) |
- Ownership guidelines: Independent directors must own shares valued at 3x annual cash retainer within five years; as of Dec 31, 2024, Ralbovsky met the guideline .
- Hedging/pledging: Company policy prohibits directors from hedging or pledging Hecla securities—alignment-positive .
- Section 16 compliance: All officers/directors filed timely in 2024 .
Governance Assessment
- Strengths for investor confidence:
- Audit Chair and Financial Expert with mining-focused CPA background; robust oversight documented in Audit Committee report and processes (pre-approval policy; periodic independence reviews; executive sessions) .
- Independence affirmed; high attendance and engagement across Board and Committees .
- Stock ownership guideline compliance; prohibition on hedging/pledging; no related-party transactions in 2024 .
- Watch items:
- Say‑on‑Pay: 2024 support ~69–70%, down from ~97% in 2023; Compensation Committee and Board implemented plan changes in response—ongoing monitoring warranted .
- Auditor tenure (BDO since 2001): mitigated by Audit Committee’s independence safeguards and oversight practices .
- Corporate defenses (classified board, supermajority provisions, shareholders cannot call special meetings) remain; while not director-specific, they may influence governance optics and investor sentiment .
Overall, Ralbovsky’s tenure and mining-focused audit/tax expertise bolster board effectiveness in financial oversight, with strong independence and attendance. Compensation program feedback in 2024 and long auditor tenure are governance signals to monitor, though countermeasures and oversight practices are disclosed .