Robert McEwen
McEwenAbout Robert McEwen
Robert R. McEwen (age 75) is Chairman of the Board and Chief Executive Officer of McEwen Mining (MUX), serving on the board since 2005 and as CEO/Chair since August 18, 2005 . He previously led Goldcorp Inc. as CEO (1986–2005) and Chairman (1986–Oct 2005), and later served as CEO of US Gold Corporation (2005–2012) and Minera Andes Inc. (2009–2012) before those entities formed McEwen Mining . In 2024, Company performance metrics highlighted in pay-versus-performance disclosures included Total Shareholder Return (TSR), net income, all-in sustaining costs (AISC), and company-selected metrics centered on AISC, reserve/resource replacement, and production versus guidance . Mr. McEwen’s compensation framework emphasizes alignment: a $1 annual salary (since 2017) and sporadic equity, with 2024 total reported pay of $4,907 and no new equity grants to him in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldcorp Inc. | Chief Executive Officer; Chairman | CEO 1986–Feb 2005; Chairman 1986–Oct 2005 | Guided Goldcorp from start-up to senior gold producer, providing deep industry operating and capital markets experience . |
| US Gold Corporation (renamed McEwen Mining Inc. in 2012) | Chief Executive Officer | Aug 2005–Jan 2012 | Led combination that formed McEwen Mining . |
| Minera Andes Inc. | President & Chief Executive Officer | Jun 2009–Jan 2012 | Oversaw integration with McEwen Mining . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lexam VG Gold Inc. | Non-Executive Chairman | Jan 2011–Apr 2017 | Provided strategic oversight until Lexam acquisition by McEwen Mining . |
Board Service & Governance
- Board service: Director since 2005; current role as Chairman and CEO .
- Independence and dual role: The board determined combining CEO and Chair is in shareholders’ best interests given Mr. McEwen’s extensive industry knowledge; all directors except Mr. McEwen and Mr. Shaver were independent in 2024 .
- Presiding/lead independent: The Audit Committee Chair (Richard Brissenden) presides over meetings of non‑management/independent directors .
- Committees: Standing committees include Audit; Compensation, Nominating & Corporate Governance (CNGC); Environmental, Health & Safety (EHS); Disclosure; committee rosters are comprised of independent directors (Mr. McEwen is not listed on these committees) .
- Board activity: Board met six times in 2024; no director attended less than 75% of meetings; non‑management directors met four times .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $1 | $1 | $1 |
| Bonus | — | — | — |
| Option Awards | — | $336,330 | — |
| Stock Awards | — | $16,887 | — |
| All Other Comp (benefits/travel) | $3,585 | $5,838 | $4,907 |
| Total | $3,586 | $342,169 | $4,907 |
Notes
- Mr. McEwen’s salary has been $1 since 2017 to signal alignment with shareholders .
- Named executive officers generally do not receive perquisites; “All Other Compensation” reflects items such as life insurance, health benefits, and travel .
Performance Compensation
Incentive design and metrics
- The Company utilizes discretionary cash bonuses and long-term equity (primarily stock options) to align pay with value creation; there is no formulaic bonus plan and no specified weighting framework disclosed for the CEO .
- Company performance metrics used in pay-versus-performance analysis include AISC, reserve/resource replacement ratio, and production vs. guidance, but specific target levels/weightings are not disclosed for executive incentive determination .
- Minimum option vesting policy: all stock options have at least three years of vesting, beginning one year from grant date; options are priced at or above market on the grant date .
Outstanding equity (CEO)
| Award Type | Quantity | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|
| Stock Options (exercisable) | 50,000 | $12.50 | 09/28/2025 | Vests in equal annual installments over 3 years beginning on first anniversary of grant . |
| Stock Options (exercisable) | 33,333 | $7.10 | 06/28/2028 | Same 3-year schedule . |
| Stock Options (unexercisable) | 66,667 | $7.10 | 06/28/2028 | Same 3-year schedule . |
Grant activity (2024)
- No 2024 equity grants were listed for Mr. McEwen; 2024 share/option awards under the Company’s plans were granted to other named executive officers (e.g., shares as bonuses or in lieu of cash) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 8,302,100 shares (15.4% of outstanding) including spouse’s 35,280 shares, 8,183,487 shares held by 2190303 Ontario Inc. (controlled by Mr. McEwen), and 83,333 options exercisable within 60 days . |
| Shares Outstanding (record date) | 53,934,510 (as of Apr 28, 2025) . |
| Ownership Guidelines | The Company encourages equity ownership but does not require executives or directors to meet ownership minimums . |
| Hedging/Derivatives Policy | Short sales, options trading, and hedging transactions in Company stock are prohibited for directors, officers, and employees . |
| Pledging | The Company knows of no arrangements or events, including pledge of securities, that may result in a change of control; no specific pledging by the CEO is disclosed in the proxy . |
Employment Terms
| Term | Status/Disclosure |
|---|---|
| Written Employment Agreement (CEO) | None disclosed; only other NEOs (Ing, Spears) have agreements/consulting arrangements . |
| Severance / Termination Benefits (CEO) | Not disclosed in the proxy . |
| Change-of-Control (COC) | Not disclosed in the proxy; no COC multiple or acceleration terms are provided for CEO . |
| Clawback Policy | Not specifically discussed in the proxy; Insider Trading/Disclosure Policy is referenced in the 10‑K exhibit . |
| Non-Compete/Non-Solicit | Not disclosed for CEO . |
| Perquisites/Deferred/Pension | NEOs do not receive perquisites; no non-qualified deferred comp or pension plans for NEOs in 2024 . |
Performance & Track Record
Company performance indicators (five-year pay-versus-performance presentation)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR ($100 initial) | $77.56 | $69.80 | $46.14 | $73.20 | $78.98 |
| Peer Group TSR (NYSE Composite) ($100 initial) | $104.40 | $123.37 | $109.14 | $116.03 | $131.48 |
| Net Income (US$ mm) | -$152.33 | -$56.71 | -$81.08 | $55.30 | -$43.69 |
| AISC per oz (US$) | $2,077.47 | $1,634.69 | $1,687.88 | $1,615.30 | $1,799.15 |
Company-selected performance focus areas noted by the Compensation Committee include AISC, reserve/resource replacement, and production actuals vs. guidance .
Related Party Transactions (Governance Red Flags)
- Credit facility with Evanachan Limited, an entity controlled by Mr. McEwen: initial $25mm participation in 2018; a subsequent $15mm note in 2022; in 2023 the Credit Agreement was amended and restated to consolidate the $15mm note into the facility; in 2024 the Company paid Evanachan $3.9mm interest; on Jan 31, 2025 the maturity was extended to Aug 31, 2028 with certain updates in consideration for Company shares valued at the 30‑day VWAP; outstanding balance $20mm after a $20mm principal repayment on Feb 21, 2025; current rate 9.75% .
- Legal services: C$231,038 paid in 2024 to REVlaw, owned by the Company’s General Counsel (certain amounts deferred and expected to be settled in shares) .
Compensation Committee (Process and Controls)
- CNGC members in 2024: Allen Ambrose (Chair), Robin Dunbar, Merri Sanchez; all independent .
- Committee report confirms CD&A inclusion; no interlocks or insider participation; no member served as a Company officer in 2024 .
- Compensation approach: competitive base pay (CEO at $1 by design), discretionary bonuses, and equity tilted to options; equity awards priced at/above market; minimum three-year vesting starting one year post‑grant; no formal ownership requirements; hedging/shorting prohibited .
Director Compensation (Context for Dual Role)
- Non‑executive directors received $40,000 annual fees in 2024 plus $2,000–$10,000 for committee service and possible special‑duty bonuses; Mr. McEwen is not listed in the director fee table (consistent with executive directors not receiving director fees) .
Say‑on‑Pay & Shareholder Feedback
- Advisory Say‑on‑Pay approved at the 2022 annual meeting; next Say‑on‑Pay held in 2025 per triennial schedule .
Investment Implications
- Alignment vs. dilution: The CEO’s $1 salary since 2017 and 15.4% personal beneficial ownership signal high alignment with shareholders; however, related‑party financing (Evanachan) and share consideration for loan amendments can introduce governance overhang and potential dilution .
- Incentive design and risk: Heavy reliance on options with three‑year vesting and no formulaic bonus plan suggests long‑term orientation but limits transparency on annual pay-for‑performance; absence of required ownership guidelines reduces formal alignment safeguards, though hedging is prohibited .
- Governance structure: Combined CEO/Chair role, with independent committee structure and an independent presiding director, concentrates leadership while maintaining independent oversight; investors should monitor independence safeguards and executive session cadence (four in 2024) .
- Trading/flow watch‑outs: CEO options expiring on 09/28/2025 (50,000 @ $12.50) and continuing vesting/exercisability for the 2028‑expiry grant (up to 100,000 @ $7.10) create potential exercise/sale windows; the January 2025 credit amendment involved consideration in shares, adding potential issuance pressure .
- Performance context: Five‑year TSR trails NYSE Composite peer measure and net income has been volatile; pay-versus-performance highlights AISC and reserve/productivity execution as key levers to improve returns under current incentive structure .
Appendices
Board and Committee Snapshot (2024)
- Independent directors: All except Mr. McEwen and Mr. Shaver .
- Committees: Audit (Brissenden—Chair), CNGC (Ambrose—Chair), EHS (Shaver—Chair), Disclosure (Ball—Chair) .
- Meetings: Board met six times; independent sessions four times; ≥75% attendance for all directors .
Key Performance References
- Company TSR ($100) by year and peer comparison (NYSE Composite) .
- AISC per ounce and net income (US$ mm) trend (2020–2024) .
Not Disclosed in Proxy (for CEO)
- Formal bonus plan metrics/weightings, severance, change‑of‑control, clawback policy specifics, non‑compete/non‑solicit .