Stefan Spears
McEwenAbout Stefan Spears
Stefan M. Spears, age 43, is Vice President, Corporate Development at McEwen Mining Inc. (to be renamed McEwen Inc.), with a B.Sc. in civil engineering from Queen’s University and a career at MUX spanning project leadership, corporate development, and strategic initiatives; he served as VP Projects (2008–2012), rejoined in Special Projects in 2015, and was appointed VP Corporate Development in 2019 . Company pay-versus-performance disclosures track AISC, reserve/resource replacement ratio, production vs guidance, and TSR vs peer TSR; the 2025 proxy includes an advisory say‑on‑pay vote and notes strong say‑on‑pay approval in 2022 with triennial frequency selected thereafter . Shares outstanding were 53,934,510 as of April 28, 2025, relevant for ownership percentage context .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McEwen Mining Inc. | Vice President, Projects | 2008–2012 | Led project functions; foundational operating exposure |
| McEwen Mining Inc. | Special Projects (Corporate Development focus) | 2015–2019 | Focused on corporate development prior to VP role |
| McEwen Mining Inc. | Vice President, Corporate Development | 2019–Present | Leads corporate development; appointed in 2019 |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Manufacturing company (metal casting parts) | Founder/Operator | 2012–2015 | Built and sold a business supplying castings industry components |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (USD) | $152,452 | $178,659 | $180,775 |
| Target Bonus % of Base | Up to 40% | Up to 40% | Up to 40% |
| Notes | Paid partly in CAD; FX conversion per Bank of Canada | Paid partly in CAD; FX conversion per Bank of Canada | Paid partly in CAD; FX conversion per Bank of Canada; company-wide COLA adjustments in 2024 |
Performance Compensation
Annual Bonus Outcomes
| Year | Actual Cash Bonus Paid (USD) | Determination Approach |
|---|---|---|
| 2022 | $0 | Discretionary; no formula; Board/CFO recommendations; metrics include AISC, reserve replacement, production vs guidance |
| 2023 | $175,000 | Discretionary; long‑term equity complements cash |
| 2024 | $72,707 | Discretionary; Board determines timing/amount; equity used for bonus/top‑ups |
Equity Grants (2024)
| Grant Date | Instrument | Shares/Units | Grant Value per Share | Fair Value (USD) |
|---|---|---|---|---|
| Jun 14, 2024 (2021 Plan) | Bonus shares | 2,503 | $10.36 | $25,931 |
| Dec 27, 2024 (2024 Plan) | Bonus shares | 1,249 | $7.92 | $9,892 |
Option Awards and Vesting Policy
| Grant/Status | Shares Exercisable | Shares Unexercisable | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| Outstanding option (granted prior) | 12,600 | — | $12.50 | Sep 28, 2025 | Policy: minimum 3‑year vest, starting 1 year from grant; standard equal installments over 3 years |
| Outstanding option (granted Jun 28, 2025 cycle) | 6,666 | 13,334 | $7.10 | Jun 28, 2028 | Equal annual installments over 3 years beginning first anniversary |
Company Performance Metrics Referenced
| Metric | Usage |
|---|---|
| All‑in Sustaining Costs (AISC) | Tracked in pay‑versus‑performance and executive performance metrics |
| Reserve/Resource Replacement Ratio | Tracked in performance metrics |
| Production Actuals vs Guidance | Tracked in performance metrics |
| Total Shareholder Return (TSR) vs Peer (NYSE Composite) | Used in pay‑versus‑performance charts |
Equity Ownership & Alignment
| Item | Value | As‑of |
|---|---|---|
| Total beneficial ownership (shares) | 22,266 (includes 19,266 options exercisable within 60 days) | Apr 28, 2025 |
| Ownership % of outstanding | <1% (less than one percent) | Apr 28, 2025 |
| Shares outstanding | 53,934,510 | Apr 28, 2025 |
| Options exercisable within 60 days | 19,266 | Apr 28, 2025 |
| Options outstanding (long‑dated) | 6,666 exercisable + 13,334 unexercisable at $7.10, exp. Jun 28, 2028 | Dec 31, 2024 |
| Pledged shares | None disclosed for Spears; company notes no arrangements including pledges leading to change of control | |
| Ownership guidelines | Company does not currently require NEOs/directors to hold stock | |
| Hedging/short sales policy | Hedging, short sales, options trading prohibited (except sales with option exercises) |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement date | May 24, 2019 |
| Current role | Vice President, Corporate Development (appointed 2019) |
| Base salary (local currency) | C$249,600 as of Dec 31, 2024; initial C$190,000 at hire |
| Annual bonus eligibility | Up to 40% of base salary; cash or stock at Board’s discretion |
| Severance (without cause) | Notice equal to 6 months plus 1 month per year of service, capped at 12 months; pay in lieu includes salary, benefits, stock/options, and bonus (based on average of prior 2 years) during notice period |
| Confidentiality | In‑term and post‑term confidentiality obligations |
| Non‑compete / Non‑solicit | Not disclosed in Spears’ agreement |
| Change‑of‑control economics | Not disclosed for Spears |
| Clawback / Tax gross‑up | Not disclosed for Spears; company maintains code of conduct and governance policies |
Compensation Structure Analysis
- Mix shows modest base salary with discretionary cash bonus complemented by equity grants as bonus/in‑lieu of cash, aligning pay with performance while conserving cash; long‑term options remain a significant component of incentive alignment .
- Bonuses are discretionary (no fixed formula), referencing operational metrics (AISC, reserve replacement, production vs guidance); this adds flexibility but reduces direct mechanical pay‑for‑performance transparency .
- No disclosed change‑of‑control multiples or ownership guidelines; severance structured as capped months of notice rather than salary/bonus multiples, limiting golden parachute exposure .
Investment Implications
- Alignment: Equity usage (bonus shares, options) and prohibition on hedging/short sales support alignment; no pledging disclosed, reducing collateral‑related risk .
- Selling pressure: 12,600 options expiring Sep 28, 2025 at $12.50 and ongoing vesting through 2028 can create transactional windows; monitor upcoming vest/expiry dates for potential Form 4 activity and liquidity needs .
- Retention/COC risk: Severance is time‑based (up to 12 months) without explicit COC acceleration terms; lack of ownership guidelines and discretionary bonus framework implies retention relies on role scope and equity value creation rather than guaranteed payouts .
- Pay transparency: Discretionary bonuses and broad metric references (AISC, reserve replacement, production vs guidance) warrant monitoring of disclosure quality and consistency across cycles to assess true pay‑for‑performance linkage .