in the broader context of the Board’s overall composition and our current and future needs, including an incumbent director’s or potential director’s ability to contribute to the diversity of viewpoints and experience represented on the Board, and it regularly reviews its effectiveness in balancing these considerations when assessing the composition of the Board.

The Board and the ~~NCGC~~NCG Committee have not formulated any specific minimum qualifications, but rather consider the factors described above. ~~For incumbent directors, past performance and term of service on the Board are also considered.~~ Among other things, the Board has determined that it is important to have individuals with the following skills and experiences on the Board:

	Current orand Former ~~CEO~~Chief Executive Directors with experience in significant leadership positions possess strong abilities to motivate and develop people and understand the complexities and challenges of managing a large organization				Project Development/Management The mining business is project intensive. Coeur benefits by having directors who have experience through the entire lifecycle of acquiring, developing and managing large and complex projects
	~~Geology/Natural Resources~~ ~~Board experience identifying, proving~~Environmental, Social and ~~extracting resources enables the Board to understand our business~~Governance / Health and ~~strategy better~~	Safety	~~Health, Safety and Environmental~~ ~~Relevant because operating~~Operating safely and protecting the environments and communities in which we operate is our highest priority and critical to the success of our business			Government Affairs, Regulatory and Legal We operate in a heavily regulated industry that is directly affected by governmental actions and legal requirements at the local, state and federal levels in the United States, Mexico and Canada
	~~Gender Diversity~~Strategy Development and Execution ~~We value a Board that reflects the diversity~~ Directors with experience driving strategic direction and growth through mergers, acquisitions, joint ventures and other strategic initiatives, and overseeing commitment of ~~our workforce~~resources, risk management and ~~communities~~execution provide critical insights in evaluating strategic plans and opportunities				Capital Markets ~~Experience~~Transactions ~~Facilitates analysis~~ Analysis and understanding of proposed capital markets transactions, including risks and the impact to our existing capital structure is critical to oversight of strategy execution and project management
	~~Legal~~Extractive or Cyclical Industry ~~Facilitates assistance with~~ The mining sector, particularly precious metals mining, is cyclical, and stockholders and management benefit from the ~~Board’s oversight~~perspectives and experience of ~~our legal and compliance matters~~directors who have lead firms through several full business cycles			~~Mining/Extractive Industry~~ ~~Relevant given the industry in which we operate~~
~~Economic Trends and Policies~~ An understanding and awareness of economic trends and policies is critical since we mine and sell commodities and strive to maintain a strong and flexible balance sheet, and therefore have significant exposure to macroeconomic trends and changes in the economic policies of central banks and governments	U.S. Public Company Board Service As a U.S.-based and ~~New York Stock Exchange (“NYSE”)-listed~~NYSE-listed company, Directors who have experience serving on other U.S. public company boards generally are ~~well prepared~~well-prepared to fulfill the Board’s responsibilities of overseeing and providing insight and guidance to management in the context of U.S. public company regulation and governance structures
	~~Government/Regulatory Affairs~~Finance/Accounting We operate in a ~~heavily regulated industry that~~complex financial and regulatory environment with disclosure requirements, detailed business processes and internal controls				Technology/Cyber Security Important in providing perspectives on innovation and overseeing the physical and cyber threats against the security of our operations, assets and systems
	Human Capital Management Oversight of the recruitment, retention and development of key talent is ~~directly affected by governmental actions at~~critical for execution of Company strategies and initiatives				Culture A strong culture is the ~~local, state~~foundation for effective risk management, attracting, retaining and ~~federal levels~~developing top talent, transparency and accountability, and strategy development and execution
	Geographic Experience in the ~~United States, Mexico~~jurisdictions in which we operate helps us navigate unique jurisdictional challenges, including culture and ~~Canada~~the legal and regulatory environment

Board Composition and Refreshment

The Board seeks to identify and retain directors with deep knowledge and experience in the mining and natural resources sectors while also including an appropriate number of directors with perspectives from other industries and experience. The mining sector, particularly precious metals mining, is cyclical, and stockholders and management benefit from the perspectives and experience of directors whodoes not have led firms through several full business cycles. For instance, six of our ten directors have executive experience in the mining/extractive sector or natural resources sectors while others bring significant business, risk management and financial experience, including our Chairman, who has extensive experience in the home building industry, which is a ~~capital-intensive and cyclical business not unlike precious metals mining. Directors who have served on~~mandatory retirement age. Instead, the Board ~~for an extended period of time also~~believes that directors should be evaluated on their unique perspectives, experiences and ability to contribute to the Board and that long-serving directors provide important perspective and insight based on industry experience and a deep understanding of our long-term plans and ~~strategic~~ objectives.

~~For these reasons, the Board does not have a mandatory retirement age.~~ The Board ~~believes that directors should be evaluated on their unique perspective and experience and ability to contribute to the Board and~~ is focused on maintaining a balance between ~~longer-serving~~longer serving directors ~~with significant Coeur institutional knowledge~~ and newer directors with complementary skills, expertise, diverse backgrounds and ~~expertise~~points of view, which allows for natural turnover and an appropriate pace of Board refreshment.

For example, several of our longer serving directors, including Messrs. Mellor, Robinson and Thompson, have deep public company board experience, including Messrs. Mellor’s and Thompson’s roles in leading other public company boards, which are invaluable to our Board and management team and balance with the

TABLE OF CONTENTS

perspectives of our newer directors. Messrs. Mellor, Edwards, Robinson and Thompson also have significant experience serving Coeur in different economic environments, through multiple business and commodity cycles, and under multiple management teams, which provides them with experience and perspective that is highly valuable in providing strong leadership to a company in our industry. In identifying director candidates from time to time, the NCG Committee may focus on specific skills and experience of particular importance at the time in order to enhance the overall balance and effectiveness of the Board, as was the case in 2018 with the elections of Ms. McDonald and Mr. Luna. As part of the Board’s ongoing efforts to seek this balance of skills, experience and tenure, as described in ~~February 2018,~~more detail below, the Board elected ~~two~~three new ~~Directors, Jessica L. McDonald and Eduardo Luna,~~directors over the past three years, although one recently resigned due to our Board, and both are nominated for election at the Annual Meeting. Each is highly qualified, adds to the diversity of experience of our Board including valuable operating and government affairs experience in Mexico, where our largest mine is located, and British Columbia, Canada, where the newly-acquired high-grade Silvertip mine is located. You can read more about their qualifications startinga new professional position that does not allow service on ~~page~~ 12 ~~and about our nomination process on page~~ 13.

outside boards. If all of the nominees are elected to the Board, the average tenure of the directors will be ~~less than nine~~approximately twelve years, ~~a 12% reduction from the 2017 Annual Meeting.~~

with half of independent directors having served eight years or less.

~~TABLE OF CONTENTS~~

Director Nomination Process

~~The NCGC~~ The NCG Committee reviews and makes recommendations regarding the composition and size of the Board. In identifying director candidates from time to time, the NCGC may establish specific skills and experience that it believes we should seek in order to constitute a balanced and effective Board. The NCGC assesses new director candidates and incumbent directors against the key director ~~qualifications identified by the Board as our needs evolve and change over time.~~ ~~The Board considers candidates identified by search firms it retains or consults with periodically, recommended by current directors and stockholders, and~~ ~~through other methods.~~ In 2017, against the backdrop of the growing importance of the Palmarejo complex in Mexico within the Company’s portfolio of mines and the acquisition of the Silvertip mine in British Columbia, Canada, the Board determined that adding new directors with relevant experience in hard rock mining and Mexico and British Columbia government relations and regulatory matters would benefit the Board. After consulting several outside parties, Mr. Luna and Ms. McDonald were identified among a small group of candidates as individuals who possessed the specific criteria described above. Mr. Luna and Ms. McDonald also possessed many of the other key skills and experiences discussed on page 12 ~~in “Director~~ and Nominee Experience and Qualifications”. Over a period of several months, our Chairman and our CEO carefully assessed the candidacies of Mr. Luna and Ms. McDonald through a series of meetings and conversations with the candidates and with others who know the candidates and could provide valuable perspective on them. The candidates then met with the entire Board and senior management team in conjunction with a regular Board meeting in late 2017, and all directors had an opportunity to have follow-up conversations and meetings with the candidates in the following weeks. In addition, Coeur conducted a formal background check and discussed each candidate with references who were provided by the candidate and with other individuals who had experience working with or were otherwise familiar in a professional context with Mr. Luna or Ms. McDonald. After careful consideration by the NCGC and the Board, the candidacies of Mr. Luna and Ms. McDonald were recommended and approved, ~~and the new directors were elected by the Board effective February 9, 2018.~~ ~~The NCGC has adopted a policy pursuant to which significant long-term stockholders may recommend a director candidate. See page~~ 25 ~~for more~~ ~~details.~~
~~Evaluation Process for Current Directors~~
~~Before recommending an incumbent director for re-nomination, the committee considers each incumbent director’s experience, qualifications and past tenure~~ and makes recommendations regarding the composition and size of the Board. The Board considers candidates identified by search firms it retains or consults with periodically, recommended by current directors and stockholders, and through other methods. The NCG Committee has adopted a policy pursuant to which significant long-term stockholders may recommend a director candidate. See page 24 for more details. Evaluation Process for Current Directors Before recommending an incumbent director for re-nomination, the NCG Committee considers each incumbent director’s experience, qualifications and expected future contributions to the Board. The committee’s annual review of existing directors includes the following considerations:

►

► Key Attributes and Responsibilities – ~~Representing~~In addition to having a Board composed of directors who collectively possess the diverse set of skills described above, directors should actively represent the interests of stockholders; ~~assessing~~assess and advise management regarding major risks facing the Company; ~~ensuring~~ensure processes are in place for maintaining the integrity of the Company, its financial statements, its data and systems, its compliance with ~~law~~laws and ethics, its relationships with third parties, and its relationships with other stakeholders; and ~~selecting, evaluating, retaining~~select, evaluate, retain and ~~compensating~~compensate a well-qualified CEO and ~~overseeing~~senior management team, oversee succession ~~planning.~~planning and commit to fostering an environment of diversity and inclusion at the Company.

►

► Independence– Considering whether the interests or affiliations of a director are not in compliance with applicable laws or stock exchange requirements or could compromise the independence and integrity of an independent director’s service on behalf of stockholders, including the director’s relationships with the Company that would interfere with the director’s exercise of independent judgment.

►	► Commitment and Performance – Willingness and ability to devote the time necessary to serve as an effective director.

TABLE OF CONTENTS

	Annual Self-Evaluation Process
	Self-Evaluation
	Each director reviews questions provided in advance to prepare for the in-person one-on-one meeting with the Chairman of the Board and in-person discussions among the Board and each committee

	One-on-One Meetings
	Mr. Mellor, Chairman of the Board, meets individually with each director to discuss a range of topics including Board and committee composition, organization and effectiveness of meetings and communication, each director’s personal contribution to the Board and relevant committees and sufficiency of the level of internal and external support provided to the Board and its committees

	In-Person Discussion
	Held at a meeting of the full Board and each committee to discuss observations arising from the questions provided in advance and the Chairman’s one-on-one meetings with each director

	Incorporate Feedback
	Meaningful feedback is generated each year from the self-evaluation process, including, in recent years, with respect to allocation of time during Board meetings which has led to an increase in time spent on critical topics such as strategy, capital allocation, executive and director succession planning, ESG, diversity and risk management (including an increased focus on cyber risk matters)

In addition, the Board and each of its committees conduct an annual self-evaluation process to evaluate its effectiveness in fulfilling its obligations. This process involves a discussion during an in-person meeting by the Board and each committee of directors’ observations arising from questions provided in advance of the meeting as well as one-on-one meetings between Mr. Mellor, Chairman of the Board, and each director, covering Board and committee composition, organization and effectiveness of meetings and communication, each director’s personal contribution to the Board and committees he or she serves, effectiveness of the Board and committees in executing their responsibilities, controls and ethics of the Board and its committees, and sufficiency of the level of internal and external support provided to the Board and its committees.

~~In 2017~~recent years, the Board enhanced its self-evaluation process by bringing in a third party to facilitate the Board’s self-evaluation discussion. ~~Key actions arising~~An example of a specific action resulting from the 2020 self-evaluation process ~~included~~is the EHSCR Committee’s determination to hold a ~~focus on adding relevant skills and experience~~special meeting dedicated to reviewing the ~~Board, which culminated~~2020 Responsibility Report in depth prior to its publication, expected in the ~~election~~second quarter of ~~Ms. McDonald and Mr. Luna, and allocation of more time to executive sessions during Board meetings.~~

2021.

Majority Vote Standard for the Election of Directors

According to our Bylaws, in an uncontested election, ~~each director will be elected by a vote of the majority of the votes cast, which means~~ the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director.

If a nominee for director does not receive the vote of at least a majority of votes cast at the Annual Meeting, it is the policy of the Board that the director must tender his or her offer of resignation. The ~~NCGC~~NCG Committee will then make a recommendation to the Board whether to accept or reject the tendered resignation offer, or whether other action should be taken, taking into account all of the relevant facts and circumstances. The director who has tendered his or her offer of resignation will not take part in the proceedings with respect to his or her resignation offer. For additional information, our Corporate Governance Guidelines are available on the Corporate Governance page of our website, ~~currently~~ www.coeur.com/company/corporate-governance/, and to any stockholder who requests them.

The information on our website is not incorporated by reference in this Proxy Statement.

TABLE OF CONTENTS~~Nominees~~

Proxy Access

In March 2019, the Board proactively adopted proxy access, which amended the Company’s Bylaws to allow certain stockholders to nominate and include in the Company’s proxy materials for an annual meeting of stockholders, one or more director nominees up to the greater of two nominees or 20% of the Board, provided that the stockholder(s) and the director nominee(s) satisfy the following requirements:

Threshold stock ownership requirement

►

3% of issued and outstanding common stock held for at least three years

Maximum size of stockholder group that

may aggregate share ownership

►

20 stockholders

Number of director nominees that may be nominated

►

Greater of two nominees or 20% of

Board seats

Other requirements

►

Continuous ownership of shares through annual meeting

►

Compliance with other requirements set out in Company Bylaws

TABLE OF CONTENTS

Proposal No. 1: Election of Directors

The Board of Directors

recommends a vote FOR each nominee listed in “Director Nominees” Below

What am I voting for?

►	The election of nine directors to hold office until the 2022 Annual Stockholders’ Meeting and until their successors have been elected and qualified. All nominees are currently Coeur directors, and each of them was elected by stockholders at the 2020 Annual Meeting.

►	Properly executed proxies will be voted at the Annual Meeting FOR the election of each of the nine persons named below unless marked AGAINST or ABSTAIN.

Director Nominees

The ~~ten~~nine individuals named below have been nominated to be elected as directors at the Annual Meeting, each to serve for one year and until his or her successor is elected and qualified. All of the nominees were elected to the Board at the ~~2017~~2020 Annual Meeting, with the exception of Ms. McDonald and Mr. Luna, who were elected to the Board in February 2018. Proxies will be voted at the Annual Meeting FOR the election of each of the ten persons named below unless marked AGAINST or ABSTAIN.Meeting. We do not contemplate that any of the persons named below will be unable, or will decline, to serve; however, if any such nominee is unable or declines to serve, the persons named in the accompanying proxy may vote for a substitute, or substitutes, in their discretion, or the Board may reduce its ~~size.~~size or leave a vacancy on the Board.

The Board and the NCG Committee have determined that our nominees possess a balanced mix of the qualifications and experiences relevant to the effective governance and oversight of our business. The following table provides information about the skills and qualifications of each director nominee. Additional information about each director nominee follows.

TABLE OF CONTENTS

	Robert E. Mellor
~~Age:~~ 74 ~~Director Since:~~ ~~1998~~	~~Experience:~~

	Age 77 Director since 1998		Experience
			►		Interim Chief Executive Officer and Chairman of the Board of Directors of Monro, Inc. (formerly, Monro Muffler/Brake, Inc.), an auto service provider, serving as a director since August 2010, interim Chief Executive Officer since August 2020, Chairman of the Board of Directors since June 2017 and as lead independent director from April 2011 to June 2017
			►		Former Chairman, Chief Executive Officer and President of Building Materials Holding Corporation (distribution, manufacturing and sales of building materials and component products) from 1997 to January 2010, director from 1991 to January 2010
			►		~~Member~~Former member of the ~~board~~Board of directors of Monro Muffler/Brake, Inc. (auto service provider) since August 2010, as independent Chairman of the board of directors since June 2017 and as lead independent director from April 2011 to June 2017
			►	~~Member of the board of directors~~Directors of CalAtlantic Group, Inc. ~~(national~~, a national residential home ~~builder)~~builder, from October 2015 to February 2018, when CalAtlantic was acquired by Lennar Corporation; member of the ~~board~~Board of ~~directors~~Directors of The Ryland Group (national home builder, merged with another builder to form CalAtlantic) from ~~1999-October~~1999 to October 2015
			►		Former member of the ~~board~~Board of ~~directors~~Directors of Stock Building Supply Holdings, Inc. ~~(lumber~~, a lumber and building materials ~~distributor)~~distributor, from March 2010 until December 2015 when it merged with another company
		~~Education:~~
			►		~~Earned~~Selected in 2020 as one of the 100 most influential corporate directors by the National Association of Corporate Directors
			Education
			►		Mr. Mellor earned a ~~Bachelor of Arts degree~~B.A. in Economics from Westminster College (Missouri) and a Juris Doctor degree from Southern Methodist University School of Law
		~~Expertise:~~
	Expertise
	►		As the former Chairman and Chief Executive Officer of Building Materials Holding Corporation and current Interim Chief Executive Officer of Monro Inc., Mr. Mellor brings to the Board leadership, risk management, cyclical industry, talent management, operations, capital markets, mergers & acquisitions and strategic planning experience.
	►		Mr. Mellor also brings to the Board public company board experience through his service on the board of Monro, ~~Muffler/Brake,~~ Inc., and former service with CalAtlantic Group, Inc., The Ryland Group, Inc. and Stock Building Supply Holdings, Inc.

~~TABLE OF CONTENTS~~

	Linda L. Adamany
~~Age:~~ 66 ~~Director Since:~~ ~~2013~~	~~Experience:~~

	Age 69 Director since 2013		Experience
			►		Served at BP plc, a multinational oil and gas company, in several capacities from July 1980 until her retirement in August 2007, most recently from April 2005 to August 2007 as a member of the five-person Refining & Marketing Executive Committee responsible for overseeing ~~the~~ day-to-day operations and ~~human resource~~HR management of BP ~~plc's~~plc’s Refining & Marketing segment, a $45 billion business at the time
			►		Member of the ~~board~~Board of ~~directors~~Directors of Jefferies Financial Group Inc. (formerly known as Leucadia National ~~Corporation,~~Corporation), a diversified holding company engaged in a variety of businesses, since March 2014, and a member of the Board of Directors of Jefferies Group Inc., a wholly-owned subsidiary of Jefferies Financial Group Inc., since November 2018
			►		Non-executive director of BlackRock Institutional Trust Company since March 2018
			►		Former non-executive director of Wood plc, a company that provides project, engineering and technical services to energy and industrial markets, ~~since~~from October ~~2017; non-executive~~2017 to May 2019
			►		Non-executive director of Amec Foster Wheeler plc, an engineering, project management and consultancy company, from October 2012 ~~until~~to October 2017, when Amec ~~Foster Wheeler~~ was acquired by Wood Group plc
			►		~~Member~~Former member of the ~~board~~Board of ~~directors~~Directors of National Grid plc, an electricity and gas generation, transmission and distribution company, from November 2006 to ~~October~~November 2012
			►		~~Ms. Adamany is a~~ Selected as one of Women Inc. Magazine’s 2018 Most Influential Corporate Directors
			►		Certified Public Accountant
		~~Education:~~
			Education
			►		~~Holds~~Ms. Adamany earned a degree in Accounting from John Carroll University (Magna Cum Laude)
			►	~~Executive~~ and has completed executive education studies at Harvard University, University of Cambridge and Tsing Hua University (China).
			~~Expertise:~~Expertise
	►		Ms. Adamany brings to the Board leadership, financial and accounting expertise, strategic planning experience, and experience in the extractive resources industry and with cyclical businesses through her positions with BP plc and project management experience as director of Wood plc and Amec Foster Wheeler plc

~~Kevin S. Crutchfield~~
~~Age:~~ 57 ~~Director Since:~~ ~~2013~~	~~Experience:~~
		►	Chief Executive Officer and member of the board of directors of Contura Energy, Inc., a private Tennessee-based company with affiliate mining operations in multiple major coal basins. Before joining Contura at its inception in July 2016, Mr. Crutchfield was Chairman (from May 2012) and CEO (from July 2009) of Alpha Natural Resources, Inc. He previously served as Executive Vice President, President and Director at Alpha, having been with the company since its formation in 2003. On August 3, 2015, Alpha Natural Resources filed for protection under Chapter 11 of the federal bankruptcy laws. On March 8, 2016, Alpha Natural Resources emerged from Chapter 11 bankruptcy protection as a privately held company and simultaneously sold certain core assets to the newly-formed Contura Energy, Inc.
		►	Mr. Crutchfield is a 30-year veteran of the coal industry with technical, operating and executive management experience and recently served as the Chairman of the National Mining Association and Chairman of the American Coalition for Clean Coal Electricity
		►	~~Prior roles include Vice President of El Paso Corp. and President of Coastal Coal Co., an affiliate of El Paso Corp., from 2001 to 2003, until they were acquired by Alpha~~
		►	~~President and CEO of AMVEST Minerals Corp. and President of its parent company, AMVEST Corp~~
		►	~~Held senior management positions at Pittston Coal Co. and Cyprus Amax Minerals Co., including a period in Australia as Chairman of Cyprus Australia Coal Corporation~~
	~~Education:~~
		►	~~Bachelor of Science degree in Mining and Minerals Engineering from Virginia Polytechnic Institute and State University~~
		►	~~The Executive Program, University of Virginia, Colgate Darden School of Business~~
	~~Expertise:~~
		►	As an experienced public company CEO in the extractive resources industry, Mr. Crutchfield brings leadership, industry, U.S. public company/governance, project development/management, health, safety and environmental, and government/regulatory affairs experience to the Board. His experience as a leader in the extractive resources industry gives him a valuable perspective, particularly with regards to the cyclical nature of the precious metals mining industry

TABLE OF CONTENTS

	Sebastian Edwards
~~Age:~~ 64 ~~Director Since:~~ ~~2007~~	~~Experience:~~

	Age 67 Director since 2007		Experience
			►		Henry Ford II Professor of International Business Economics at the Anderson Graduate School of Management at the University of California, Los Angeles (UCLA) from 1996 to ~~present.~~present
			►		Co-Director of the National Bureau of Economic ~~Research's~~Research’s Africa Project from 2009 to present
			►		Chief Economist for Latin America at the World Bank Group from ~~1993-1996~~1993 to 1996
			►		Taught at IAE Universidad Austral in Argentina and at the Kiel Institute from ~~2000-2004~~2000 to 2004
			►		Member of the Board of Moneda Asset Management, an investment management firm in Chile
			►		Member of the Board, Centro de Estudios Publicos, Chile
		~~Education:~~
			Education
			►		~~Earned~~Mr. Edwards earned an Ingeniero Comercialdegree and became a Licenciado en Economiaat the Universidad Católica de Chile
			►	~~Earned an~~ and earned a MA and PhD in economics from the University of ~~Chicago~~Chicago.
			~~Expertise:~~Expertise
	►		As a professor of International Business, as well as through various positions relating to Latin American economies, Mr. Edwards brings to the Board international, government, economic and financial experience, all of which are beneficial to the ~~board,~~Board, which operates in an industry that is subject to macro-economic trends and ~~events~~events.

Randolph E. Gress
~~Age:~~ 62 ~~Director Since:~~ ~~2013~~		~~Experience:~~
Age 65 Director since 2013		Experience
		►		Retired Chairman, ~~(November~~from November 2006 until January 2016, and former director, from August 2004 until January ~~2016)~~2016, and Chief Executive Officer, ~~(from~~from 2004 until December ~~2015)~~2015, of Innophos Holdings, Inc., a leading international producer of performance-critical and nutritional specialty ingredients for the food, beverage, dietary supplements, pharmaceutical and industrial end markets
		►		Various positions with Rhodia SA, a group that specializes in fine chemistry, synthetic fibers and polymers, from 1997 to 2004, including Global President of Specialty Phosphates and Vice President and General Manager of the North American Sulfuric Acid and Regeneration businesses
		►		Various roles at FMC Corporation, from 1982 to 1997, including Corporate Strategy and various manufacturing, marketing and supply chain positions
	~~Education:~~
		Education
		►		~~Earned~~Mr. Gress earned a B.S.E. in Chemical Engineering from Princeton University
		►	~~Earned~~ and earned an M.B.A. from Harvard ~~University~~University.
		~~Expertise:~~Expertise
►		Mr. Gress is a seasoned industrial executive with a wide range of international, mergers & acquisitions, capital markets, operations, strategic planning, financial/accounting, government/regulatory and legal experience as well as mining experience ~~(phosphates)~~(phosphates with Rhodia S.A. and various minerals with FMC Corporation).

TABLE OF CONTENTS

	Mitchell J. Krebs
~~Age:~~ 46 ~~Director Since:~~ ~~2011~~	~~Experience:~~

	Age 49 Director since 2011		Experience
			►		President and Chief Executive Officer of Coeur Mining, Inc., since 2011. Mr. Krebs joined Coeur in 1995 after spending several years in the investment banking industry in New York. Mr. Krebs held various positions in the corporate development department, including Senior Vice President of Corporate Development. In March 2008, Mr. Krebs was named Chief Financial Officer, a position he held until being appointed President and CEO
			►		Member of the ~~board~~Board of ~~directors~~Directors of Kansas City Southern Railway Company since May 2017 (Audit Committee; Finance Committee)
		~~Education:~~
			►		~~Holds~~Member of the Board of the National Mining Association (Executive Committee; Chair of Audit and Finance Committee; Chair of ESG Task Force)
			►		Executive Committee member and past President of The Silver Institute
			Education
			►		Mr. Krebs holds a B.S. in Economics from the Wharton School at the University of Pennsylvania
			►	~~Holds~~ and an M.B.A. from Harvard University
		~~Expertise:~~
	Expertise
	►		Mr. Krebs brings leadership, industry, capital markets, mergers & acquisitions, and strategic planning experience, as well as his in-depth knowledge of Coeur through the high-level management positions he has held with Coeur over the ~~years~~years.

Eduardo Luna
~~Age:~~ 72 ~~Director Since:~~ ~~2018~~			~~Experience:~~
Age 75 Director since 2018			Experience
			►	~~Chairman of the board of directors of Rochester Resources Ltd., a junior natural resources company~~
			►	Member of the ~~board~~Board of ~~directors of DynaResource, Inc. and special advisor to the president of its wholly owned Mexican subsidiary~~
			►	~~Member of the board of directors~~Directors of Wheaton Precious Metals Corp., a precious metals streaming company, since 2004, Chairman of the ~~board~~Board of ~~directors~~Directors, from 2004 to 2009, interim Chief Executive Officer, from October 2004 to April 2006, and Executive Vice President from 2002 to 2005
			►		Chairman of the Board of Directors of Rochester Resources Ltd., a junior natural resources company with assets in Mexico
			►		Former member of the Board of Directors of DynaResource, Inc., an exploration stage precious metals company, and special advisor to the president of its wholly-owned Mexican subsidiary, from March 2017 to July 2019
			►		Chairman of the Advisory Board of the Faculty of Mines at the University of Guanajuato
			►		~~Member~~Director of Minas de Bacís, a private mining company with operations in Mexico, since 2018
			►		Director of Avantti Medi Clear, a private company, since 2010
			►		Former member of the ~~board~~Board of ~~directors~~Directors of Primero Mining Corp., a precious metals mining company, from 2008 to 2016, ~~and~~also holding several senior management roles during that period, including Executive Vice President and President (Mexico), and President and Chief Operating Officer
			►		Executive Vice President of Goldcorp Inc., from March 2005 to September 2007
			►		President of Luismin, S.A. de C.V., from 1991 to 2007
		~~Education:~~
			Education
			►		~~Bachelor in Science~~Mr. Luna earned a B.S in Mining Engineering from Universidad de Guanajuato,
			►	an M.B.A. from Instituto Tecnologico de Estudios Superiores de Monterrey
►	and an Advanced Management Degree from Harvard ~~University~~University.
~~Expertise:~~Expertise
►			Mr. Luna brings extensive mining industry, executive leadership, public company board, ~~and~~ project development/management and cyclical business experience through his roles with Luisman, ~~Goldcorp.,~~Goldcorp, Primero and Wheaton, among others, as well as experience with Mexican government relations and regulatory matters, which is particularly valuable given the significance to Coeur of the Palmarejo complex.

TABLE OF CONTENTS

Jessica L. McDonald
~~Age:~~ 49 ~~Director Since:~~ ~~2018~~		~~Experience:~~
Age 52 Director since 2018		Experience
		►	Member of the Board of Directors of Hydro One Limited, an electricity transmission and distribution utility serving the Canadian province of Ontario, since August 2018
		►	Former Chair of Board of Directors of Canada Post Corporation, the national postal service of Canada, ~~since~~from December 2017 to July 2020, and interim President and ~~Chief Executive Officer, effective~~CEO from April 2018 ~~until a successor~~ to ~~the former CEO is named~~March 2019
		►	~~Member~~Fomer member of the Board of Directors of Trevali Mining Corporation, a Canadian zinc-focused base metals mining company, ~~since~~from October 2017 to March 2020 and served as Chair from March 2019 to March 2020.
		►	President and ~~Chief Executive Officer~~CEO from 2014 to 2017 of the British Columbia Hydro and Power Authority, a provincial Crown Corporation that operates generation, transmission and distribution infrastructure to deliver electricity to ~~four million~~ customers in British Columbia, Canada ~~and which generated total revenues of $5.87 billion in 2017~~
		►	Member of the Board of Directors of the Greater Vancouver Board of Trade since 2016
		►	~~Member~~Former member of the Board of Directors of Insurance Corporation of British Columbia from 2014 to 2016
		►	Fomer Chair of the Board of Directors of Powertech Labs, one of the largest testing and research laboratories in North America, from 2014 to 2017
		►	~~Member~~Former member of the Board of Directors of Powerex Corp., a key participant in energy trading markets in North America from 2014 to 2017
		►	Executive Vice President of Heenan Blaikie Management Ltd. from ~~2010-2013~~2010 to 2013
		►	Various positions in the British Columbia, Canada, government, including as Deputy Minister to the Premier, Cabinet Secretary and Head of the British Columbia Public Service from 2005 to 2009
	~~Education:~~
		►	~~Holds~~Named to Canada’s Top 100 Most Powerful Women Hall of Fame
		►	Appointed to the Member Council of Sustainable Development Technology Canada
		►	Fellow at Stanford University, Center for Energy Policy and Finance, from 2017 to 2018
		Education
		►	Ms. McDonald earned a ~~Bachelor of Arts~~B.A degree from the University of British ~~Columbia~~Columbia.
		►	~~Holds~~Ms. McDonald also holds an ICD.D Designation from the Institute of Corporate Directors at the Rotman School of Management, University of ~~Toronto~~Toronto.
		►	~~Fellow at Stanford University, Steyer-Taylor Center for Energy Policy and Finance, since 2017~~Ms. McDonald received the National Association of Corporate Directors Cybersecurity Oversight Certificate in 2020.
		~~Experience:~~Expertise
►		Ms. McDonald brings extensive leadership, project development/management, and health, safety and environmental experience, including as the President and CEO of British Columbia Hydro and Power Authority and various prominent roles with the British Columbia government and as a director of several companies. Ms. McDonald’s experience with British Columbia government relations and regulatory matters is particularly relevant in light of Coeur’s ~~acquisition in 2017 of the~~ Silvertip ~~silver-lead-zinc~~silver-zinc-lead mine in British ~~Columbia~~Columbia.

TABLE OF CONTENTS

	John H. Robinson
~~Age:~~ 67 ~~Director Since:~~ ~~1998~~	~~Experience:~~

	Age 70 Director since 1998		Experience
			►		Chairman of Hamilton Ventures LLC, a venture capital firm, since founding the firm in 2006
			►		Member of the Board of Directors of Alliance Resource Management GP, LLC, ~~(coal mining)~~which acts as the general partner for Alliance Resource Partners, L.P., a publicly-traded coal mining company
			►		Member of the Board of Directors of Olsson Associates, an engineering consulting firm
			►		Former member of the Board of Directors of Federal Home Loan Bank of Des Moines, ~~(financial services)~~financial services cooperative, from 2007 to 2019
			►	~~Member of the Board of Directors of Olsson Associates (engineering consulting)~~
			►	~~Chief Executive Officer~~CEO of Nowa Technology, Inc. ~~(development~~, a development and marketing of environmentally sustainable wastewater treatment ~~technology)~~technology company, from 2013 to 2014
			►		Former Chairman of EPC Global, Ltd. ~~(engineering~~, an engineering staffing ~~company)~~company, from 2003 to 2004
			►		Former Executive Director of Amey plc, ~~(British~~a British business process outsourcing ~~company)~~company, from 2000 to 2002
			►		Vice Chairman of Black & Veatch Inc. ~~(engineering~~, an engineering and ~~construction)~~construction, from 1998 to 2000. Mr. Robinson began his career at Black & Veatch and was Managing Partner prior to becoming Vice Chairman
		~~Education:~~
			Education
			►		~~Holds~~Mr. Robinson earned a Master of Science degree in Engineering from the University of Kansas
			►	~~Graduate~~ and is a graduate of the Owner-President-Management Program at the Harvard Business ~~School~~School.
	~~Expertise:~~Expertise
	►		As a senior corporate executive in the engineering and consulting industries, and a director in the resource extraction and financial industries, Mr. Robinson brings to the Board leadership, project development/management, industry, cyclical business and capital markets experience. Mr. Robinson also brings to the Board U.S. public company board ~~experience.~~experience and expertise in executive compensation and leadership development.

	J. Kenneth Thompson
~~Age:~~ 66 ~~Director Since:~~ ~~2002~~	~~Experience:~~

	Age 69 Director since 2002		Experience
			►		President and Chief Executive Officer of Pacific Star Energy LLC, ~~(private energy investment~~a privately held firm that is a passive holder of oil lease royalties in ~~Alaska)~~Alaska, from September 2000 to present, ~~with a principal holding in~~including, from 2004 to present, royalties held by Alaska Venture Capital Group LLC ~~(private~~from its prior oil and gas exploration ~~company) from December 2004 to present~~and development activities
			►		Chairman of the Board of Pioneer Natural Resources Company, a large independent oil and gas company
			►		Presiding (Lead) Director of the Board of Directors of Tetra Tech, Inc., an engineering consulting firm
			►		Member of the Board of Directors of Alaska Air Group, Inc., the parent corporation of Alaska Airlines ~~Virgin America Airlines~~ and Horizon Air
			►	~~Member of the Board of Directors of Tetra Tech, Inc., (engineering consulting firm)~~
			►	~~Lead Director of the Board of Pioneer Natural Resources Company (large independent oil and gas company)~~
			►	Executive Vice President of ARCO’s Asia Pacific oil and gas operating companies in Alaska, California, Indonesia, China and Singapore from 1998 to 2000
			►		President and Chief Executive Officer of ARCO Alaska, Inc., the oil and gas producing division of ARCO based in Anchorage, from June 1994 to January 1998
			►		~~Chief executive of ARCO’s Research~~Corporate Vice President leading ARCO's oil & ~~Technology Center, managing~~gas research and technology ~~development~~center from 1993-94 which included research in ~~the fields of~~various geoscience disciplines, engineering ~~geosciences, information techology and health, safety~~technologies and environmental ~~protection~~sciences. He also had oversight of the Information Technology department, the computing center and IT security
		~~Education:~~
			►		~~Holds~~Selected in 2019 as one of the 100 most influential corporate directors by the National Association of Corporate Directors
			Education
	►		Mr. Thompson earned a ~~Bachelor of Science Degree~~B.S. degree and Honorary Professional Degree in Petroleum Engineering from the Missouri University of Science & Technology
~~Expertise:~~
	Expertise
	►		Through Mr. Thompson’s various executive positions, including the role of Chief Executive Officer, he brings to the Board leadership, risk management, project development/management, engineering, strategic planning, natural resources/extractive industry and extensive health, safety and environmental experience. Mr. Thompson also has government and regulatory experience through his work in other highly-regulated industries such as the oil and gas, energy, and airline industries, and possesses extensive U.S. public company board experience. Mr. Thompson’s experience in the oil and gas and airline industries also provide extensive experience with cyclical businesses.

TABLE OF CONTENTS

Meeting Attendance

Our Board met nine times during ~~2017.~~2020. Each incumbent director who served in ~~2017~~2020 attended at least ~~75%~~90% of the aggregate meetings of the Board and committees on which he or she served, other than Kevin Crutchfield who, due to a family medical emergency, missed a set of Board and committee meetings that occurred on two consecutive days. Notwithstanding Mr. Crutchfield’s inability to attend those meetings, before the meetings he and our CEO discussed the key agenda items at length with Mr. Crutchfield providing his thoughts and feedback.

served. We have a policy that encourages directors to attend each annual meeting of stockholders, absent extraordinary circumstances. ~~All directors~~Each director then ~~in office~~serving attended the ~~2017~~2020 Annual Meeting.

Committees of the Board of Directors

~~The~~

Each of the following Board ~~has established an Audit Committee, a Compensation Committee, a NCGC and an Environmental, Health, Safety and Social Responsibility (“EHSSR”) Committee. Each committee~~committees functions under a written charter adopted by the Board, copies of which are available on the Corporate Governance page of our website, currently www.coeur.com/company/corporate-governance/, and to any stockholder who requests them. ~~In addition, the Board has established an Executive Committee in accordance with our Bylaws, the relevant provisions of which are available on the Corporate Governance page of our website, currently~~ ~~www.coeur.com/company/corporate-governance/~~~~, and to any stockholder who requests them.~~

The current members, responsibilities and the number of meetings held in ~~2017~~2020 of each of these committees are shown below:


Audit Committee Committee Members Linda L. Adamany, Chair ~~Randolph E. Gress~~Sebastian Edwards Eduardo Luna Jessica L. McDonald ~~John H. Robinson~~ ~~J. Kenneth Thompson~~ Number of meetings in ~~2017:~~ 82020: 6	Key Responsibilities
	Reviewing and reporting to the Board with respect to the oversight of various auditing and accounting matters and related key risks, including:
	►	The selection and performance of our independent registered public accounting firm;
	►	The planned audit approach;
	►	The nature of all audit and non-audit services to be performed;
	►	Accounting practices and policies;
	►	Oversight of the compliance program including compliance with the Company’s Code of Business Conduct and Ethics and whistleblower reporting framework; and
	►	The performance of the internal audit function.

	Independence and Financial Literacy
	►	The Board has determined that each member of the Audit Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines, as well as additional, heightened independence criteria under the NYSE listing standards and SEC ~~rules.~~rules applicable to Audit Committee members.
	►	All members of the Audit Committee satisfy the NYSE’s financial literacy ~~requirements.~~requirement.
	►	The Board has determined that Ms. Adamany is an Audit Committee Financial Expert (as defined by SEC rules), as a result of her knowledge, abilities, education and experience.

Audit Committee Financial Expert

_Chair

_{Audit Committee Financial Expert}

TABLE OF CONTENTS


Compensation and Leadership Development Committee Committee Members _{John H. Robinson,} Chair ~~Kevin S. Crutchfield~~ Sebastian Edwards Randolph E. Gress Robert E. Mellor Number of meetings in ~~2017:~~ 2020: 6	Key Responsibilities
	►	Approving, together with the other independent members of the Board, the annual compensation offor our CEO.
	►	Approving the annual compensation of the non-CEO executive officers.
	►	Reviewing and making recommendations to the Board with respect to compensation of the non-employee directors, our equity incentive plans and other executive benefit plans.
	►	~~Oversight of~~Overseeing risk management of our compensation programs and executive succession planning.

	~~Independence~~►	Overseeing leadership development, including goal development, planning and assessment of progress against individual development goals and plans.
	►	Reviewing with management the Company’s human capital management, including matters such as diversity and inclusion, corporate culture, talent development and retention.
Independence
	►	The Board has determined that each member of the ~~Compensation~~CLD Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines, as well as additional, heightened independence criteria under the NYSE listing standards ~~SEC rules~~applicable to the CLD Committee members and ~~applicable provisions of the Internal Revenue Code.~~Section 16 rules.

Nominating and Corporate Governance ~~Committee~~ Committee Members _{Robert E. Mellor,} Chair Randolph E. Gress John H. Robinson J. Kenneth Thompson Number of meetings in ~~2017:~~ 2020: 4	Key Responsibilities
	►	Identifying and recommending to the Board nominees to serve on the Board.
	►	Establishing and reviewing corporate governance guidelines.
	►	Reviewing and making recommendations to the Board and ~~oversight of~~oversee risk management with respect to corporate governance matters.

	~~Independence~~►	Oversee CEO succession planning.
	Independence
	►	The Board has determined that each member of the ~~Nominating and Corporate Governance~~NCG Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines.

Environmental, Health, Safety and ~~Social~~Corporate Responsibility~~Committee~~ Committee Members _{J. Kenneth Thompson,}Chair Linda L. Adamany ~~Kevin S. Crutchfield~~ ~~Sebastian Edwards~~ Eduardo Luna Jessica L. McDonald Number of meetings in ~~2017:~~2020: 4	Key Responsibilities
	Reviewing the Company’s EHSCR policies and ~~reporting to~~management systems, as well as the ~~Board~~scope of the Company’s potential EHSCR risks and liabilities, including with respect ~~to our efforts, results and oversight of key risks in the areas of:~~to:
	►	Environmental permitting, compliance and stewardship;
	►	Employee and contractor safety and health; ~~and~~
	►	Corporate social responsibility and community ~~relations.~~relations;
	~~Details of our Health~~►	Compliance with EHSCR laws, rules and ~~Safety, Environmental~~regulations; and ~~Corporate Responsibility performance and programs can be found on the Responsibility page of our website, currently www.coeur.com/responsibility/responsibility-overview/.~~
	►	Oversight of ESG initiatives, including goal setting, data collection, disclosures and reporting frameworks.
	Independence ~~and Financial Literacy~~
	►	The Board has determined that each member of the ~~EHSSR~~EHSCR Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines.

_Chair

TABLE OF CONTENTS


	Executive Committee Committee Members _{Robert E. Mellor,}Chair Mitchell J. Krebs John H. Robinson J. Kenneth Thompson Number of meetings in ~~2017:~~ 02020: 4		Key Responsibilities
			►	Acting in ~~the~~ place of the Board on limited matters that require action between Board meetings.

►		During 2020, the Executive Committee received updates from management about topics such as major projects, COVID-19 impacts and strategic initiatives between Board meetings.

_Chair

Board Leadership and Independent Chairman

~~The Board recognizes that one~~

One of ~~its~~our Board’s key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single, generally accepted approach to providing Board leadership, and that given the dynamic and competitive environment in which we operate, the right Board leadership structure may vary as circumstances warrant. An independent, non-executive Chairman has been determined by the Board to be optimal at the present time because that structure provides independent Board leadership and allows the CEO to concentrate on our business operations. Currently, Mr. Robert E. Mellor serves as independent Chairman of the Board. Mr. Mitchell J. Krebs serves as President, CEO and Director.

vary. The Board and ~~NCGC~~NCG Committee review the structure of Board and Company leadership as part of its annual review of the Board succession planning process. ~~The~~Our Board ~~believes~~has determined that ~~a separate~~an independent, non-executive Chairman is currently the optimal leadership structure. Currently, Mr. Mellor serves as independent Chairman of the Board. Mr. Krebs serves as President, CEO and CEO, together with an Audit Committee, Compensation Committee, NCGC and EHSSR Committee, each consisting entirely of independent directors, is the most appropriate leadership structure for the Board at this time.

Director.

Director Independence

The Board has determined that each director, other than Mr. Krebs, our President and CEO, is independent within the meaning of applicable NYSE listing standards and rules and our independence standards, which are included as part of our Corporate Governance ~~Guidelines.~~Guidelines and that Mr. Sandoval was independent during the portion of 2020 when he served on the Board. The Board has further determined that the Audit Committee, ~~Compensation~~CLD Committee, ~~NCGC~~NCG Committee and ~~EHSSR~~EHSCR Committee are composed solely of independent directors, and members of the Audit and ~~Compensation~~CLD Committees satisfy additional, heightened independence criteria applicable to members of those committees under the NYSE listing standards and SEC rules. Consequently, independent directors directly oversee such important matters as our financial statements, executive compensation, the selection and evaluation of directors and the development and implementation of our corporate governance programs and ~~our health and safety, environmental and community relations~~ESG programs and compliance.

In determining the independence of directors, the Board (with the assistance of the General Counsel and based upon the recommendation of the ~~NCGC)~~NCG Committee) undertakes ~~a rigorous~~an annual review of the independence of all non-employee directors. Each non-employee director annually provides the Board with information regarding the ~~director's~~director’s business and other relationships with Coeur and its affiliates, and with senior management and their affiliates, to enable the Board to evaluate the ~~director's~~director’s independence. In the course of the annual determination of the independence of directors, the Board (with the assistance of the General Counsel and based upon the recommendation of the ~~NCGC)~~NCG Committee) evaluates all relevant information and materials, including any relationships between Coeur and any other company where one of our non-employee directors also serves as a director. The Board considered Mr. Thompson's board service for Alaska Air Group, Inc. and Tetra Tech, Inc., with whom Coeur conducted business in 2020 involving amounts that are immaterial to Coeur and each other company. Moreover, Mr. Thompson did not influence, or receive any material direct benefit from, those business relationships.

In particular, the Board considered the potential impact of the longer tenures on the independence of Messrs. Mellor, Robinson, Thompson and ~~Thompson.~~Edwards. Each director has significant experience serving Coeur in different economic environments, through multiple business and commodity cycles, and under multiple management teams, which provides them with experience and perspective that is highly valuable in providing strong leadership to a company in our industry. See “Board Composition and Refreshment” on page 11. Accordingly, the Board has determined that each is independent because each satisfies all applicable legal and stock exchange criteria for independence and continues to be an effective director who fulfills his responsibilities with integrity and independence of thought.

TABLE OF CONTENTS

Related Person Transactions

Our Related Person Transactions Policy includes written policies and procedures for the review, approval or ratification of related person transactions. As more fully explained in this policy, any transaction in which a related person has a material interest, other than transactions involving aggregate amounts less than $120,000, must be approved or ratified by the NCG Committee. The policies apply to all executive officers, directors, more than 5% stockholders and their immediate family members. Since the beginning of 2020, there were no related person transactions under the relevant standards that would require disclosure.

We take the following steps with regard to related person transactions:

►

On an annual basis, each director and executive officer of the Company completes a detailed questionnaire that requires disclosure of any transaction, arrangement or relationship with us during the last fiscal year in which the director or executive officer, or any member of his or her immediate family, had a direct or indirect material interest.

►	Each director and executive officer is expected to promptly notify our legal department of any direct or indirect interest that such person or an immediate family member of such person had, has or may have in a transaction in which we participate.

►	Any reported transaction that our legal department determines may qualify as a related person transaction is referred to the NCG Committee.

►	The Company monitors its accounts payable, accounts receivable and other databases to identify any other potential related person transactions that may require disclosure.

In determining whether or not to approve or ratify a related person transaction, the NCG Committee may take such action as it may deem necessary or in the best interests of the Company and may take into account the effect of any related person transaction on independence status of a director.

Meetings of Non-Management Directors

Non-management members of the Board, all of whom are also independent directors, regularly hold executive sessions at Board meetings without members of management being present. ~~Robert E.~~Mr. Mellor, the independent Chairman of the Board, presides over each such meeting.

~~TABLE OF CONTENTS~~

Director Education and Development

Continuing education is provided for all directors through board materials and presentations, discussions with management, visits to our sites and other sources. In ~~2017,~~2020, directors were provided concentrated educational and development programs at Board meetings ~~about mining exploration, cybersecurity,~~ and ~~Board~~through online training opportunities covering fiduciary ~~duties.~~obligations and communications best practices, among other matters. Several of our directors also attended programs focused on topics that are relevant to their duties as a director, including cyber risk oversight, corporate governance, ethics, diversity, ESG topics, audit matters, economics, culture, crisis management, executive compensation, political and ~~succession planning.~~

regulatory risks and developments in the U.S., Mexico and Canada, and board best practices. In addition, Mr. Mellor served on a panel as part of Corporate Board Member's ESG Board Forum conference in September 2020.

Policy Regarding Director Nominating Process

The ~~NCGC~~NCG Committee has adopted a policy pursuant to which a stockholder who has owned at least 1% of our outstanding shares of common stock for at least two years may recommend a director candidate that the committee will consider when there is a vacancy on the Board either as a result of a director resignation or an increase in the size of the Board. Such recommendation must be in writing addressed to the Chairman of the ~~NCGC~~NCG Committee at our principal executive offices and must be received by the Chairman at least 120 days prior to the anniversary date of the release of the prior year’s proxy statement. Although the ~~NCGC~~NCG Committee has not formulated any specific minimum qualifications that it believes must be met by a nominee that the ~~NCGC~~NCG Committee recommends to the Board, the ~~NCGC~~NCG Committee will take into account the factors discussed under “Director and Nominee Experience and Qualifications” on page 1210. The ~~NCGC~~NCG Committee would evaluate any stockholder nominee according to the same criteria as a nominee from any other source.

TABLE OF CONTENTS

Management Succession Planning

and Talent Development

The Board oversees the recruitment, development, and retention of our senior executives. Significant focus is placed on succession planning both for key executive roles and also deeper into the organization. In-depth discussions occur multiple times per year in meetings of the Board, ~~Compensation~~CLD Committee and ~~NCGC,~~NCG Committee, including in executive sessions to foster candid conversations. The full Board receives an annual presentation from Mr. Krebs, our CEO, and Ms. Schouten, our Senior Vice President, Human Resources, showing detailed succession plans for each executive and senior leadership position as well as the general managers for each operating mine and their senior leadership teams. These succession plans include development plans and readiness assessments for succession candidates. The CLD Committee receives regular presentations from Mr. Krebs and Ms. Schouten on the progress each executive has made on his or her individual development plans. These presentation materials result from a structured evaluation process by and under the leadership of Ms. Schouten which includes one-on-one discussions with key leaders around the Company about their teams and high-potential employees. Directors have regular and direct exposure to senior leadership and high-potential employees during Board and committee meetings and through other informal meetings and events held during the year.

Our focused succession planning enables us to timely identify internal and external candidates for key roles within the organization. During early 2020, as work ramped up on two strategically critical, long-term development projects, the POA 11 expansion project at the Rochester mine (please see “CD&A Summary—Company Performance” on page 55 for more information) and the evaluation of a potential expansion and restart of operations at the Silvertip mine, Mr. Krebs, in consultation with the Board, assessed that we should have a dedicated executive to lead these initiatives. As a result, we created a new role of Chief Development Officer and appointed Terrence F. Smith, then the Senior Vice President, Operations, to that position. Our succession planning process helped identify Mr. Smith as having the background and skills necessary for this new role. This transition created a need for a new Operations leader. Again, our succession planning process supported the decision to recruit externally for this role, which led to the hire of Michael Routledge as Senior Vice President and Chief Operating Officer in June 2020.

Board Oversight of Long-Term Strategy and Capital Allocation

A significant amount of time is dedicated to strategy at each regular Board meeting, a focused review of strategy occurs annually, and the Board considers alignment of key initiatives with the Company’s strategy and capital allocation framework when approving significant actions. Our management team and Board integrate sustainability risks and opportunities into long-term strategy and capital allocation. Examples include our strategic priority to operate only in favorable jurisdictions from a legal certainty and rule of law perspective, constructing and operating lower-risk tailings storage facilities, actively promoting strong relationships with all stakeholders to support social license to operate, and actively managing our human capital to develop and attract the high-caliber talented workforce we need to succeed. In addition, the Board regularly invites leading investment banking firms and equity research analysts in our sector, precious metals research analysts and other subject matter experts to present to the Board to provide insights on the industry and the broader economy to consider in setting and overseeing long-term strategy. The Board actively oversees and provides constructive feedback on development of strategy and execution of key strategic initiatives through a combination of channels, including:

►	during dedicated discussions on formal Board agendas,

►	during executive sessions both with the CEO and among independent directors only,

►

through its committees in regard to matters subject to committee oversight (such as the CLDC in regard to alignment of compensation programs with long-term strategy and value-creation, the EHSCR Committee in regard to ESG initiatives, including related to climate change, the NCGC in regard to Board refreshment and diversity and maintaining peer-leading corporate governance practices, and the Audit Committee in regard to financial risk management, maintaining a strong compliance program and cybersecurity), and

►	through one-on-one discussions between directors and the CEO to leverage individual directors' unique perspectives and experiences by applying them to the Company's particular strategic opportunities and challenges.

We believe our Board's approach to oversight and counseling management is effective and provides a framework for sound strategy development and strategic decision-making.

TABLE OF CONTENTS

Stockholder Outreach and Engagement

We view our relationship with ~~our~~ stockholders as a critical part of our corporate governance ~~proﬁle.~~profile. Among other things, proactive engagement with our stockholders helps us to understand expectations for our performance, maintain transparency, and shape corporate governance and compensation policies. In 2017, we proactively reached out to stockholders representing approximately 64% of our aggregate outstanding shares (as of June 30, 2017) and engaged with all who responded to our invitation to discuss corporate governance and executive compensation matters. This led to focused discussions between senior executives and the stockholders who accepted our invitation, which gave us valuable feedback on key issues and specific elements of our programs. Stockholder feedback is reported to and discussed with our Board and relevant committees. In 2017 we received and acted upon feedback on topics such as Board gender diversity and refreshment, the importance of incorporating ESG (environmental, social and governance) factors into our long-term business strategy and incentive compensation programs, and the importance of maintaining a majority of our long-term equity incentive program in the form of performance-based awards.

Also in 2017, we conducted meetings and conference calls with investors and analysts, several of which were attended by our Chairman, participated in invitation-only investment conferences, and hosted the 2017 Annual Stockholders’ Meeting. In total in 2017, management conducted 14 presentations, held 145 one-on-one and group meetings with investors, and hosted 6 conference calls with investors and analysts allowing for questions and answers with management. In addition, the Company responded to questions from investors and analysts by telephone and email throughout the year.

policies.

Each year, we launch two main outreach efforts, one in the spring in conjunction with proxy season and one in the fall. Our independent directors are also available to engage with stockholders, either directly or as part of our regular stockholder engagement program. In 2020, we contacted all institutional stockholders who owned at least 0.15% of our aggregate outstanding shares of common stock (as of June 30, 2020), representing approximately 58% of outstanding shares of our common stock, and engaged with all stockholders who responded to our invitation to discuss corporate governance, executive compensation and ESG matters. This led to focused discussions with the stockholders who accepted our invitation, which gave us valuable feedback on key issues and specific elements of our programs. Stockholder feedback is reported to
and discussed with our Board and relevant committees. In recent years, stockholder feedback has supported a range of actions, including setting specific, objective long-term ESG targets, enhancing ESG disclosures including SASB and GRI-aligned reporting, incorporating ESG factors into our long-term business strategy, and increasing the proportion of incentive compensation linked to ESG factors. We also acted upon feedback on topics such as Board gender diversity and refreshment and proxy access. The CLD Committee’s introduction of measures tied to ROIC and major project execution into the performance share program in 2020 aligns with feedback from stockholders that measures should tie to key drivers of long-term stockholder value.

We believe ~~this combined~~our proactive engagement approach has resulted in constructive feedback and input from stockholders and we intend to continue these efforts.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

The Board has adopted Corporate Governance Guidelines and athe Code ~~of Business Conduct and Ethics~~ in accordance with NYSE corporate governance standards. ~~In July 2017, we were proud to publish an updated and refreshed Code of Business Conduct and Ethics (the “Code”).~~ We believe ~~the updated~~our Code, aligns with our ~~new~~ purpose statement of “We Pursue a Higher Standard”by ~~seeking~~expecting all of our directors, officers and ~~delivering~~employees to seek and deliver a higher standard of honesty, ethics and integrity in every aspect of our business and throughout our organization. Copies of our Corporate Governance Guidelines and ~~updated~~ Code ~~of Business Conduct and Ethics~~ are available on the Corporate Governance page of our website, ~~currently~~ www.coeur.com/company/corporate-governance/, and to any stockholder who requests them. WeTo the extent required under applicable rules, we have previously provided, and intend to provide in the future, amendment information to these documents and any waivers from our Code by posting to our website.

Responsibility

At Coeur, We Pursue a Higher Standard by striving to uphold our core values:

TABLE OF CONTENTS

~~Corporate Social Responsibility~~

At ~~Coeur,~~ the ~~first component~~Board level, the EHSCR Committee primarily oversees ESG activities and receives an update on progress on ESG initiatives at every meeting. Each of the Board’s other committees also exercises oversight for some aspects of our ~~purpose statement,~~ ESG activities. During 2020, the EHSCR Committee received updates on key environmental, health and safety and community relations strategies, performance and risks as well as emerging ESG reporting trends and investor expectations on ESG topics.

With the oversight of the EHSCR Committee and Board, we made substantial progress against our 2020 goals and priorities, which will culminate in the release of the 2020 Responsibility Report in the second quarter of 2021.

Our ESG priorities during 2020 included:

►

Building on our peer-leading corporate governance and emphasis on clear, transparent disclosure by maintaining a best-in-class governance profile and further improving our proxy statement after being awarded “best proxy statement, small cap” in 2019 and “best proxy statement, mid cap” in 2020 by Corporate Secretary magazine;

►	Publishing an inaugural Responsibility Report with specific, objective ESG goals, and disclosures aligned with SASB and GRI standards;

►	Conducting a gap assessment of current disclosures compared to the TCFD framework and developing plans to begin reporting in-line with TCFD recommendations in the 2020 Responsibility Report;

►	Developing company-wide GHG reduction targets for inclusion in the 2020 Responsibility Report;

►	Achieving or making progress on our short- and long-term ESG goals, such as reducing permit discharge exceedances by at least 15% in 2020 and reducing TRIFR by at least 7.5% on a 3-year average basis;

►	Enhancing our Diversity, Equity and Inclusion initiatives to foster an inclusive workplace that supports diversity and reflects the communities where we operate;

►	Conducting a company-wide community relations assessment and strategic planning exercise; and

►	Continuing to engage with stockholders about ESG issues to ensure our initiatives, priorities and reporting are aligned with the information that is important to them.

Governance

Governance continues to be the most important factor considered by ESG-focused investors according to a recent survey by ISS ESG, the responsible investment arm of Institutional Shareholder Services (“ISS”), Coeur maintains best-in-class governance practices, as evidenced by our corporate governance score of “1” issued by ISS, which is the highest possible score. In 2019 and 2020, our Board and governance team were recognized with multiple awards exemplifying how We Pursue a Higher Standard~~, is~~.

	►			National Association of Corporate Directors 2020 Directorship 100, Robert E. Mellor, Chairman of the Board, and 2019 Directorship 100, J. Kenneth Thompson, Director and Chair of the EHSCR Committee
	►			Winner of cfi.co, Best Miner Governance, North America
	►			Winner of the 2020 Corporate Secretary Magazine Corporate Governance Awards for Best Proxy Statement (mid-cap) for the second consecutive year (small-cap proxy award in 2019)
	►			Finalist for the 2019 and 2020 Corporate Secretary Magazine Corporate Governance Awards Best for Compliance & Ethics Program (small to mid-cap)
	►			Crain’s Chicago Notable General Counsel List (2019), Casey Nault, SVP, General Counsel and Secretary
	►			Crain’s Chicago Notable Leaders in HR List, Emilie Schouten, SVP, Human Resources (2019 and 2020)

Environmental

Coeur remains committed to ~~protect~~best-in-class environmental performance. We Protect our ~~people, places~~environment and ~~planet. Not only is social responsibility the right thing~~communities, Develop plans that guide sustainable mineral production and Deliver environmental best practices.

In our 2019 Responsibility Report published in April 2020, we committed to ~~do, it is critical to our success. In order to succeed~~(1) conducting a gap assessment of climate-related disclosures during 2020 with a goal of enhancing disclosures in 2021 and ~~build long-term value for our stockholders, we must operate our mines safely, in compliance with environmental laws and regulations~~(2) setting an organization-wide greenhouse gas emissions reduction target by 2021. We achieved these goals, and in ~~collaboration~~our 2020 Responsibility Report to be published in the second quarter of 2021 we will begin reporting in-line with ~~local communities.~~TCFD recommendations and share our emissions reduction targets.

TABLE OF CONTENTS

For 2021, we also plan to conduct a scenario analysis that aligns with the 1.5-degree Celsius Paris goal and will allow Coeur to better identify transitional and physical risks and opportunities over the short-, medium- and long-term. The results will inform business strategy moving forward.

Our ~~purpose statement is the foundation for our decision making, and health, safety, environmental and social responsibility considerations~~compensation programs are ~~interwoven~~aligned with our ~~strategic planning,~~commitment to environmental performance. In 2020, the CLD Committee increased the portion of the AIP opportunity tied to environmental performance (which has been a part of our compensation program, with significant weightings, for over a decade) from 7.5% to 10%, choosing reduction in permit discharge exceedances as the 2020 measure. For the year, we achieved a 52% reduction compared to 2019.

More information about our ~~day-to-day decision making~~environmental strategies and ~~operations~~performance is available in the Responsibility section of our website (http://www.coeur.com/responsibility/responsibility-overview/). The information on our website is not, and shall not be deemed to ~~strategic life~~be, a part of ~~mine decisions~~this Proxy Statement or incorporated into any other filings we make with the SEC.

Social Responsibility – People

At Coeur, we believe in ~~planning, designing, operating and closing our mines.~~

~~For health and~~cultivating a culture of safety ~~this means investing sufficient time and resources to establish industry-leading policies and practices. We continuously assess the risks~~among our employees and contractors ~~face~~that includes enhancing processes to reduce exposure to unsafe situations and promotes well-being. Whether it is exposure to physical injury or illness, the health and safety of our people, families, contractors and the communities where we operate remains a core value and top priority. We are proudly certified under the CORESafety program through the National Mining Association (“NMA”). Our safety approach is not focused on merely avoiding injury, we believe in a more comprehensive approach that includes proactively identifying and addressing hazards, exposures and risks. Our strategy has four key components that are expected of employees and contractors at every level:

►	Reduce exposure through formal risk assessments and predictive identification of high-risk tasks which then form the basis of standard operating procedures to make those tasks safe

►	Recognize hazards from before work begins through completion to identify and create mitigating controls

►	Investigate incidents to determine a root cause and implement practices to prevent future occurrences

►	Communicate effectively across the organization to drive engagement at all levels and focus on achieving safe outcomes

Despite the unprecedented challenges posed by COVID-19 during 2020, our ~~sites,~~strong safety culture and sustained health and safety efforts and focus resulted in significant year-over-year improvements in worker safety. We reduced companywide employee and contractor TRIFR, a key safety measure in our industry, by 9.5% measured on a 3-year rolling average, exceeding our 2020 target of a 7.5% reduction. Demonstrating alignment of our key health and safety priorities with incentive compensation, this TRIFR reduction goal was one of the performance metrics of our 2020 AIP, with a 10% weighting. Our 2020 performance of 0.74 injury incidents per 200,000 hours worked is 64% lower than the industry average published by the Mine Safety and Health Administration (“MSHA”) of 2.04 and is 68% lower than our injury rate in 2012, illustrating a long-term trend in health and safety improvement at Coeur.

Our established health and safety integrated management system allowed us to quickly and effectively react to the COVID-19 pandemic. We developed and implemented action plans to limit exposure and support our employees, contractors and the communities near our operations so that we ~~work~~could continue to ~~mitigate those risks through frequent training, work procedures~~operate in a safe and responsible manner, using tools such as comprehensive testing, contact tracing, technology integration and increased

TABLE OF CONTENTS

communications. Coeur’s health and safety response to COVID-19 was recognized for its innovation and leadership by the CORESafety initiative of the NMA in December 2020. Looking forward, aspects of Coeur’s industry-leading response strategy will be leveraged to enhance our health and safety programs.

Our innovative approach to safety was recognized in 2019 by the Verdantix Environment Health & Safety Innovation Award in Metals, Mining & Natural Resources for successful integration of “internet-of-things” devices with safety management software to increase efficiency, reduce silos and barriers and create a system that supports safe outcomes and business success.

Social Responsibility - Communities

Coeur has and continues to contribute to the long-term economic viability of the communities surrounding our five mining operations and other ~~preventative safety~~locations where Coeur maintains a presence. Our efforts have a lasting positive impact beyond the life of our mines.

In 2020, Coeur conducted an internal assessment and ~~health programs. Our goal~~strategic planning effort related to our community relations programs across the organization. The vision that guides our strategy and future initiatives is to ~~have zero safety incidents. We believe that leading safety~~maintain strong relations with partner communities and other local stakeholders, with a focus on mutual long-term prosperity. The effort resulted in a company-wide strategy with specific milestones to be accomplished by each site over the next few years, which we expect will further align our approaches across locations, leverage best practices and ~~performance will lead to better performance and production at~~strengthen our mines. We achieved a 50% reduction in total reportable injury frequency rate for 2017 as compared to 2012 and a 43% reduction in lost time injury frequency rate over the same period. In 2017, our Coeur Rochester mine was named safest medium-size surface operation in Nevada by the Nevada Mining Association. The Palmarejo complex has received the Clean Industry Certificate (~~Certificado de Industria Limpia)~~ in 2013 and 2015, and Coeur expects to be recertified during 2018. The Clean Industry Certificate is awarded by the Procuraduria Federal de Proteccion Ambiental, the federal environmental protection enforcement branch of the Secretary of Environmental and Natural Resources in Mexico, and recognizes companies that have gone above and beyond the environmental requirements. Palmarejo has also received the Corporate Social Responsibility (Empresa Socialmente Responsible) award from the Mexican Center for Philanthropy (Centro Mexicano de Filantropia A.C.) for nine consecutive years.

Coeur is committed to environmental excellence for the benefit of our communities, our stockholders and our other stakeholders. We maintain compliance with applicable environmental laws and regulations through policies, risk management and internal controls. Coeur recognizes that we operate in sensitive and biodiverse environments, and we utilize comprehensive environmental controls and management programs to promote safe and protective operations.

~~We seek to proactively establish and maintain strong and positive~~ relationships with the communities where we operate.

Areas of focus for our community partnerships include:

►	Making a positive short- and long-term direct and indirect financial impact on local and regional economies through local hiring and sourcing, volunteering and donating

►	Partnering with and engaging community members through community involvement and outreach activities

TABLE OF CONTENTS

We ~~build and maintain these relationships through tailored stakeholder engagement plans~~are proud that, ~~include communication, career opportunities, volunteer opportunities for Coeur~~since 2018, we have hired an average of 60% of our employees ~~and donations to~~from communities local ~~civic, educational and charitable institutions.~~

~~We emphasize the importance of health, safety and environmental excellence~~ to our ~~employees by including health, safety~~operations and ~~environmental goals~~offices, expanding our direct and indirect positive economic impact in our ~~annual incentive plans applicable~~communities. In 2020, we continued regular engagement with stakeholders across local communities and partnered with organizations to ~~employees~~meet needs in these communities. In addition, we partnered with these stakeholders and organizations to identify and respond to specific needs in response to the COVID-19 pandemic. Examples of our 2020 activities are shown in the map above.

For more information on corporate ~~office~~responsibility strategies and ~~every operating site.~~

performance, visit the Responsibility page of our website. The information on our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC.

Human Capital Management

Our leadership principles are the foundation we use to navigate employee success


	Effective human capital management at Coeur is critical to achieving our strategic goals and driving long-term value for our stockholders. We seek to recruit employees at all levels who embody our principles through safe and ethical conduct. We invest in evaluating and developing our talent by providing meaningful feedback and training and believe that transparent, robust succession planning allows for progression and career growth, positioning the next generation of leaders to be ready to step up when needed. We believe retention and development offerings such as above-market rewards and front-line supervisor training are competitive advantages. We deliver high-quality jobs and career opportunities to our local communities and educate the next generation about careers in mining at Coeur. Our pledge to support the CEO ACTION for Diversity & Inclusion initiative publicly affirms Coeur’s existing practice to promote and maintain equity among all employees.

TABLE OF CONTENTS


				Robust Succession Planning
	From the operations to the boardroom, we conduct robust succession planning from the bottom to the top of the organization annually, by employing specific talent diagnostics and skill development needs. High potential performers and diversity discussions along with action plans are reviewed with leadership on a quarterly basis. Our Board oversees the recruitment, development and retention of our senior executives. Significant focus is placed on succession planning both for key executive roles and also deeper into the organization. In-depth discussions occur multiple times per year in meetings of the Board, CLD Committee and NCGC, including in executive sessions to foster candid conversations. Directors have regular and direct exposure to senior leadership and high-potential employees during Board and committee meetings and through other informal meetings and events held during the year.
				Culture Assessment
	We are focused on regular evaluation of our culture. In 2019, we invited all employees to participate in a culture assessment by completing an anonymous survey, and we plan to conduct another assessment in 2021 which will include questions as to how COVID-19 and our response, including remote work for corporate employees, has impacted our culture. Employee participation in 2019 exceeded industry benchmarks and feedback was reviewed by the management team and our Board of Directors. The management team also reviewed the results with employees at each of our operations through facilitated discussions to gain additional insight into the feedback. We developed site-specific action plans to address feedback and monitor progress in the future. The results of the assessment confirmed our belief that we have an ethical, safe and proud workforce and also highlighted areas for improvement. We have developed strategies to address these areas for improvement. Highlights of the survey results demonstrated our safe, ethical and proud culture:

	►			93% feel safe performing their jobs
	►			92% feel comfortable reporting unsafe conditions or practices
	►			91% believe that Coeur is committed to minimizing its impact on the environment
	►			90% are proud to work at Coeur

TABLE OF CONTENTS

Employee Development

Recognizing the critical value of our human capital, we invest in the development of our employees at all levels of the organization. Our pipeline programs, leadership training, tailored development plans and executive assessments provide our employees with resources to achieve their career aspirations and provide Coeur with the human capital needed to execute our strategy. We provide opportunities for employees to participate in IMPACT Training, an intensive year-long training program we created for front-line supervisors throughout our organizational structure to focus on safety leadership and mining as a business. Through IMPACT training, we have invested over 15,250 cumulative hours of leadership training and personal development in almost 100 employees.

We periodically solicit feedback on each member of our executive team. We believe this feedback is important to maintaining a strong culture by effectively assessing leadership performance and development, increasing accountability, facilitating succession planning and identifying areas for improvement and change. 360-degree reviews were conducted for each member of our executive team in 2019, asking employees of varying seniority levels with whom each executive works to provide anonymous feedback. The results of these 360-degree reviews informed individual AIP goals in 2020 for executives. We plan to conduct 360-degree reviews for the executive team again during 2021.

Diversity & Inclusion

Our President & CEO, Mitchell Krebs, is the first and only precious metals mining CEO to sign the CEO ACTION for Diversity & Inclusion pledge. This pledge highlights Coeur’s continuing commitment to fostering a diverse and inclusive workforce, evidenced by programs such as Coeur Heroes that has provided over 87 career opportunities to current and former US Military personnel. Fifty percent of our independent Board members have indicated that they are diverse (gender or ethnic). While we continue to increase our overall female population, 66% of our female employees are in manager or higher level positions. Partnerships with organizations like the National Society of Black Engineers and Women in Mining are providing further avenues for recruiting diverse talent.

32

TABLE OF CONTENTS

Local Hires

Investing in our local communities extends beyond financial support. Since 2018, we have hired an annual average of 60% of our new hires from local communities. During 2020, we provided over 45 apprenticeships, over 140 scholarships and worked with organizations such as By the Hand Club in Chicago and The Lowry Foundation in Winnemucca, Nevada, to educate youth in local communities about career opportunities in mining. Providing career opportunities to local community members and participating in community initiatives creates a closer connection between our operations and local stakeholders and communities.

Rewards & Wellness

As part of our fundamental need to attract and retain talent, we regularly evaluate our compensation, benefits and employee wellness offerings. We have determined that our average employee earns over 40% more than the average employee in their local markets according to industry benchmarking. Over 93% of U.S. employees are enrolled in our medical benefit plan, and over 90% of U.S. employees contribute to our 401(k) plan. Supplemental healthcare is provided above government requirements in both Canada and Mexico. We were a leader in the mining industry by providing domestic partner benefits in 2017 and participation has increased 125% since introduction.

Policy Regarding Stockholder and Other

Interested Person Communications with Directors

Stockholders and other interested persons desiring to communicate with a director, the independent directors as a group or the full Board may address such communication to the attention of our Corporate Secretary, 104 South Michigan Avenue, Suite 900, Chicago, Illinois 60603, and such communication will be forwarded to the intended recipient or recipients.

Compensation Consultant Disclosure

The ~~Compensation~~CLD Committee retained ~~The POE Group Inc. (“The POE Group”)~~Semler Brossy for the ~~2017~~2020 compensation year to provide information, analyses and advice regarding executive and director compensation, as described below. ~~The POE Group~~Semler Brossy is a compensation consulting firm specializing in executive compensation consulting services and ~~reported~~reports directly to the ~~Compensation~~CLD Committee.

~~The POE Group~~

Semler Brossy provided the following services for the ~~Compensation~~CLD Committee during ~~2017~~2020 and early ~~2018:~~

2021:

►

~~evaluated~~Evaluated our executive officers’ base salary, annual incentive and long-term incentive compensation, and total direct compensation relative to the competitive market;

►

~~advised~~Advised the ~~Compensation~~CLD Committee on executive officer target award levels within the annual and long-term incentive program and, as needed, on actual compensation actions;

►

~~assessed~~Assessed the alignment of our executive compensation levels relative to our compensation philosophy;

►

~~briefed~~Briefed the ~~Compensation~~CLD Committee on executive compensation trends among our peers and the broader industry; and

►

~~assessed the alignment of CEO pay to relative industry performance measures; and~~

►

~~evaluated~~Evaluated our non-employee director compensation levels and program relative to the competitive market.

At the ~~Compensation~~CLD Committee’s direction, ~~The POE Group~~Semler Brossy provided the following additional services for the ~~Compensation~~CLD Committee during ~~2017~~2020 and in early ~~2018:~~

2021:

~~TABLE OF CONTENTS~~

►

~~advised~~Advised on the design of our annual and long-term incentive awards, described in “Compensation Discussion and Analysis”;, and

►

~~provided tally sheets detailing total compensation for 2017, equity and deferred compensation gains for 2017, and severance payouts for change in control; and~~

►

~~assisted~~Assisted with the preparation of the Compensation Discussion and Analysis for this proxy statement.

In the course of conducting its activities, ~~The POE Group~~Semler Brossy attended ~~five of the~~all six meetings of the ~~Compensation~~CLD Committee during ~~2017~~2020 and presented its findings and recommendations for discussion.

The decisions made by the ~~Compensation~~CLD Committee are its responsibility and may reflect factors and considerations other than the information and recommendations provided by ~~The POE Group~~Semler Brossy or any other advisor to the ~~Compensation~~CLD Committee.

~~The POE Group~~ Semler Brossy reported directly to the ~~Compensation~~CLD Committee following its appointment as the Committee’s independent consultant and provided no services during such time to Coeur other than executive and ~~non-employee~~nonemployee director compensation consulting

TABLE OF CONTENTS

services at the direction or with the consent of the ~~Compensation~~CLD Committee. ~~The POE Group~~Semler Brossy has no other direct or indirect business or relationships with Coeur or any of its affiliates and no current business or personal relationships with members of the ~~Compensation~~CLD Committee or our executive officers. In addition, in its agreement with the ~~Compensation~~CLD Committee, ~~The POE Group~~Semler Brossy agreed to ~~advise~~inform the Chair of the ~~Compensation~~CLD Committee if any potential conflicts of interest arise that could cause ~~The POE Group’s~~Semler Brossy’s independence to be questioned, and not to undertake projects for management except at the request or with the prior consent of the ~~Compensation~~CLD Committee Chair and as an agent for the ~~Compensation~~CLD Committee.

In March ~~2018,~~2021, the ~~Compensation~~CLD Committee considered the following six factors with respect to ~~The POE Group:~~Semler Brossy: (i) the provision of other services to Coeur by ~~The POE Group;~~Semler Brossy; (ii) the amount of fees received from Coeur by ~~The POE Group,~~Semler Brossy, as a percentage of the total revenue of ~~The POE Group;~~Semler Brossy; (iii) the policies and procedures of ~~The POE Group~~Semler Brossy that are designed to prevent conflicts of interest; (iv) any business or personal relationship of ~~The POE Group~~Semler Brossy with a member of the ~~Compensation~~CLD Committee; (v) any Coeur stock owned by ~~The POE Group;~~Semler Brossy; and (vi) any business or personal relationship of ~~The POE Group~~Semler Brossy with any of our executive officers. After considering the foregoing factors, the ~~Compensation~~CLD Committee determined that ~~The POE Group~~Semler Brossy was independent and that the work of ~~The POE Group~~Semler Brossy with the ~~Compensation~~CLD Committee for ~~2017~~the 2020 compensation year did not raise any ~~conflict~~conflicts of interest.

During 2017, Coeur management engaged Semler Brossy Consulting Group LLC (“Semler Brossy”) to advise on certain aspects of Coeur’s executive compensation program. Coeur management relied on and incorporated some of Semler Brossy’s work in connection with analysis and recommendations it presented to the Compensation Committee.

Risk Oversight

The Board is responsible for overseeing management’s mitigation of the major risks facing Coeur, including but not limited to management succession planning, strategic asset portfolio optimization, major project execution, health, safety, environmental and social responsibility risks, cybersecurity, commodity price volatility, public policy and regulatory changes, balance sheet management and access to capital. to:

►

Management succession planning

►

Strategic asset portfolio optimization

►

Major project execution

►

Health, safety, environmental and social responsibility risks

►

Cybersecurity

►

Commodity price volatility

►

Public policy and regulatory changes

►

Balance sheet management and access to capital

In addition, the Board has delegated oversight of certain categories of risk to the Audit Committee, the ~~EHSSR~~EHSCR Committee, the ~~Compensation~~CLD Committee and the ~~NCGC.~~

NCG Committee.

Committee	Oversight Role
Audit	►	Reviews with management and the independent auditor compliance with legal and regulatory requirements, with a focus on legal and regulatory matters related to internal controls, accounting, finance and financial reporting and contingent liabilities ~~and discusses~~
	►	Discusses policies with respect to risk assessment and risk ~~management.~~management, and risks related to matters including the Company’s financial statements and financial reporting processes, compliance, and information technology and cybersecurity
~~EHSSR~~	►	Oversees the process for determining and monitoring the independence of the independent auditor, reviews non-GAAP measures included in the Company’s financial statements, SEC filings, press releases and other investor materials
	►	Oversees the implementation of new accounting standards and reviews with the independent auditor critical audit matters expected to be described in the independent auditor’s report
	►	Oversees the Company’s compliance program including compliance with the Company’s Code of Business Conduct and Ethics and whistleblower reporting framework
	►	Reviews the internal audit annual plan and reviews the results of the internal audit program, including significant reports to management prepared by internal audit staff and management’s responses thereto

TABLE OF CONTENTS

Committee	Oversight Role
EHSCR	►	Reviews the effectiveness of our ~~health, safety, environmental and social responsibility~~ESG programs and performance, including, but not limited to our compliance with environmental and safety laws and ~~oversees community relations risk management.~~the impact of climate change on the Company and its operations
EHSCR	~~Compensation~~►	Reviews our strategies for mitigating material health, safety, environmental and community risks, and trends in related performance data
CLD	►	Responsible for ~~recommending~~approving compensation for executive officers that includes performance-based award opportunities that promote retention and support growth and innovation without encouraging or rewarding excessive risk. For a discussion of the ~~Compensation~~CLD Committee’s assessments of compensation-related risks, see “Compensation and Leadership Development Committee Role in Risk” ~~below.~~ below
	►	Oversees human capital management matters, including (i) succession planning for executives, including the CEO in conjunction with the ~~NCGC,~~NCG Committee, (ii) other executives’ progress against development plans as part of its leadership development oversight scope and ~~for other executives~~(iii) diversity, equity and ~~key employees.~~inclusion, corporate culture and talent development and retention
~~Nominating and~~ ~~Corporate~~ ~~Governance~~NCG	►	Oversees risks related to our corporate governance, including Board and director performance, director and CEO succession, and the review of Coeur’s Corporate Governance Guidelines and other governance ~~documents.~~documents
	►	Oversees CEO succession planning in conjunction with the CLD Committee

In performing their oversight responsibilities, each of these committees periodically discusses with management and provides guidance regarding our policies with respect to risk assessment and risk management and reports to the Board regularly on matters relating to the specific areas of risk the committee oversees.

~~TABLE OF CONTENTS~~

Throughout the year, the Board and relevant committees each receive reports from and engage with management regarding major risks and exposures facing Coeur and the steps management has taken to monitor and control such risks and exposures. The Board also dedicates a portion of ~~their meetings~~each meeting to reviewing and discussing specific risk topics in greater detail and providing input and counseling management on risk mitigation and compliance enforcement.

Our management team takes a holistic and proactive approach to managing the cybersecurity risks inherent in all deployments of technology in our business. Cybersecurity is overseen by our Board and Audit Committee, and regular engagement with the Board and Audit Committee on this topic reflects the dynamic and fast-changing landscape of cybersecurity risk. The management team provides cybersecurity updates to the Audit Committee at least quarterly, and the Board receives a comprehensive update on cybersecurity risks and mitigation strategies at least annually. We seek to mitigate cybersecurity risk through a multipronged approach:

►	Awareness – Educating employees about their role in protecting against cyberattacks through regular trainings that prepare employees to identify and address cybersecurity risks

►	Technology – Deploy leading technology to protect our networks and defend against attacks

►	Investment – Invest in proactive mitigation strategies

►	Planning – Develop and maintain robust response plans to deal with cyberattacks of all magnitudes

►	Global Policy – Develop and enforce cybersecurity policies and controls consistently across the organization

In recent years, we have enhanced cybersecurity through formation of a cross-functional committee composed of key members of the management team, refreshed and improved our cybersecurity incident response plan, conducted a simulated cybersecurity incident response tabletop exercise, implemented multi-factor authentication for information technology devices used by our employees and upgraded our virtual private network. We also maintain a cybersecurity insurance policy that plays an integral part in our cybersecurity response plan and ensures we have technical, legal and forensic resources at our disposal should we experience a major cybersecurity breach.

TABLE OF CONTENTS

Compensation and Leadership Development Committee Role in Risk

The ~~Compensation~~CLD Committee ~~has conducted~~conducts an annual analysis of the current risk profile of our compensation ~~programs. The risk assessment included~~programs, including a review of the primary design features of our compensation programs and the process for determining executive and employee compensation. ~~The risk assessment~~This annual exercise has identified numerous ways in which our compensation programs ~~potentially~~are structured to mitigate risk, including:

►

the structure ~~of our executive compensation programs, which consist~~consisting of both fixed and variable compensation ~~and reward~~that rewards both annual and long-term performance;

►

the balance between ~~long~~long- and short-term incentive programs, with greater weight placed on long-term programs;

►

the use of caps or maximum amounts in our incentive programs;

►

the use of multiple performance metrics under our incentive plans;

►

a heavier weighting toward overall corporate performance for cash-based incentive plans;

►

time-based vesting for equity-based awards (including performance share awards) to promote retention; and

►

strict and effective internal controls.

In addition, Coeur has a clawback and forfeiture policy providing for the recovery, repayment or recoupment of incentive payments to (i) executive officers (as defined under SEC rules) in certain instances involving financial restatements and (ii) Company officers in certain circumstances involving misconduct, which further mitigates risk.

The CLD Committee, together with the Board, oversees the administration of the clawback and forfeiture policy. Based on this review, the CLD Committee concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on us.

Compensation and Leadership Development Committee Interlocks and Insider Participation

None of the members of the ~~Compensation~~CLD Committee during ~~2017~~2020 or as of the date of this proxy statement is or has been an officer or employee of Coeur, and no executive officer of Coeur served on the compensation committee or board of any company that employed any member of the ~~Compensation~~CLD Committee or Board during that time.

Audit and Non-Audit Fees

Grant Thornton LLP served as our independent registered public accounting firm for the fiscal year ended ~~2017.~~2020. The following table presents fees for professional services rendered by Grant Thornton for ~~2017~~2020 and ~~2016.~~

2017
2016
Audit Fees⁽¹⁾
$
1,422,250

$
1,424,632

Audit-Related Fees
$
—

$
—

Tax Fees⁽²⁾
$
—

$
—

All-Other Fees
$
—

$
—

2019.

	2020	2019
Audit Fees⁽¹⁾	$1,363,229	$1,487,192
Audit-Related Fees	$—	$—
Tax Fees	$—	$—
All-Other Fees	$—	$—

(1)

Audit fees were primarily for professional services related to the audits of the consolidated financial statements and internal controls over financial reporting, review of our consolidated financial statements included in our Quarterly Reports on Form 10-Q, ~~and~~ comfort letters, consents, and other services related to SEC matters.

~~(2)~~

~~Tax Fees were primarily for professional services related to general tax consultation, tax advisory, tax compliance and international tax matters.~~

None of the services described above ~~were~~was approved by the Audit Committee under the de minimisexception provided by Rule ~~2-01(c)~~201(c)(7)(i)(C) under Regulation S-X.

TABLE OF CONTENTS

Audit Committee Policies and Procedures for Pre-Approval of Independent Auditor Services

The Audit Committee has policies and procedures requiring pre-approval by the Audit Committee of the engagement of our independent auditor to perform audit services, as well as permissible non-audit ~~services, for us.~~services. The nature of the policies and procedures depend upon the nature of the services involved, as follows:

	Service			Description
	Audit Services			The annual audit services engagement terms and fees are subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit, required quarterly reviews, subsidiary audits and other procedures required to be performed by the auditor to form an opinion on our financial statements, and such other procedures including information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control. Other audit services may also include statutory audits or financial audits for subsidiaries and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or used in connection with securities offerings.
	Audit-Related Services			Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor. Audit-related services are subject to the specific pre-approval of the Audit Committee. Audit-related services include, among others, due diligence services relating to potential business acquisitions/dispositions; accounting consultations relating to accounting, financial reporting or disclosure matters not classified as audit services; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; financial audits of employee benefit plans; agreed-upon or expanded audit procedures relating to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements.
	Tax Services			Tax services are subject to the specific pre-approval of the Audit Committee. The Audit Committee will not approve the retention of the independent auditor in connection with a transaction the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported by the Internal Revenue Code and related regulations.
	All Other Services			~~The~~Pre-approval by the Audit Committee ~~may grant pre-approval of~~is required for those permissible non-audit services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence. ~~Such other services must be specifically pre-approved by the Audit Committee.~~

Our Chief Financial Officer is responsible for tracking all independent auditor fees against the budget for such services and reports at least annually to the Audit Committee. The Audit Committee Chair has been delegated pre-approval authority to address any approvals for services requested between Audit Committee meetings.

AUDIT COMMITTEE REPORT

The Audit Committee, which consists of Linda L. Adamany (Chair), Sebastian Edwards, Eduardo Luna and Jessica L. McDonald, is governed by its charter, a copy of which is available on the Corporate Governance page of our website http://www.coeur.com/company/corporate-governance/. The Board has determined that Linda L. Adamany is an “audit committee financial expert” within the meaning of rules adopted by the SEC. All of the members of the Audit Committee are “independent” as defined in the rules of the SEC applicable to audit committee members and the listing standards of the New York Stock Exchange.

The Audit Committee assists the Board in fulfilling its responsibilities to stockholders with respect to our independent auditors, our internal audit function, our corporate accounting and reporting practices, and the quality and integrity of our financial statements and reports. The Audit Committee is responsible for the appointment, compensation and oversight of the work of our independent auditors and internal audit function.

The Audit Committee discussed with our independent auditors the scope, extent and procedures for the 2020 audit. On a quarterly basis, the Audit Committee meets separately with the Company’s independent registered public accounting firm,

TABLE OF CONTENTS

Grant Thornton LLP, without management present, and the Company’s internal auditors, to discuss the results of their audits and reviews, the cooperation received by the auditors during the audit examination, their evaluations of the Company’s internal controls over financial reporting, and the overall quality of the Company’s financial reporting. The Committee also meets separately with the Company’s Chief Financial Officer and General Counsel quarterly and with the Company’s Chief Executive Officer from time to time. Following these separate discussions, the Audit Committee meets in executive session.

The Audit Committee is also responsible for establishing procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters, including the confidential, anonymous submission of complaints by our employees, received through established procedures, of concerns regarding questionable accounting or auditing matters. Reference is made to the Audit Committee’s charter for additional information as to the responsibilities and activities of the Audit Committee.

Management is primarily responsible for our financial statements, reporting process and systems of internal controls. In ensuring that management fulfilled that responsibility, the Audit Committee reviewed and discussed with management the audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Discussion topics included the quality and acceptability of accounting principles, the reasonableness of significant judgments, including impairments, the clarity of disclosures in the financial statements, and an assessment of the work of the independent auditors.

The independent auditors are responsible for expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles. The Audit Committee reviewed and discussed with the independent auditors their judgments as to the quality and acceptability of our accounting principles and such other matters as are required to be discussed under applicable standards of the PCAOB and the SEC. In addition, the Audit Committee received from the independent auditors the written disclosures and the letter as required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, discussed with the independent auditors their independence from us and our management, and considered the compatibility of non-audit services with the auditors’ independence.

Grant Thornton LLP reported to the Audit Committee that:

►	there were no disagreements with management;

►	it was not aware of any consultations about significant matters that management discussed with other auditors;

►	no major issues were discussed with management prior to Grant Thornton LLP’s retention;

►	it received full cooperation and complete access to our books and records;

►	it was not aware of any material fraud or likely illegal acts as a result of its audit procedures;

►	there were no material weaknesses identified in its testing of our internal control over financial reporting; and

►	there were no known material misstatements identified in its review of our interim reports.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board (and the Board subsequently approved) the inclusion of the audited financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.

In addition, the Audit Committee selected Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The Board is recommending to our stockholders that they ratify and approve the selection of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

Audit Committee of the Board of Directors

LINDA L. ADAMANY, Chair

SEBASTIAN EDWARDS

EDUARDO LUNA

JESSICA L. MCDONALD

~~PROPOSAL NO. 2: APPROVE THE ADOPTION~~TABLE OF ~~THE~~ ~~COEUR MINING, INC.~~ ~~2018~~ ~~LONG-TERM INCENTIVE PLAN~~CONTENTS

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm for 2021

The Board of Directors recommends a vote FOR the appointment of Grant Thornton LLP

What am I voting for?

►	Ratifying the selection of Grant Thornton LLP as the independent auditor of our consolidated financial statements and our internal control over financial reporting for 2021

The Audit Committee, which consists entirely of independent directors, is recommending approval of its appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2021. Grant Thornton LLP served as the Company’s independent registered public accounting firm for each fiscal year beginning with the fiscal year ended December 31, 2016, and Grant Thornton LLP’s tenure was considered by the Audit Committee in its assessment of Grant Thornton LLP’s independence.

As a matter of good corporate governance, a resolution will be presented at the Annual Meeting to ratify the appointment by the Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for the year ending December 31, 2021. Representatives of Grant Thornton LLP are expected to be present virtually at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions.

The Board has put this proposal before the stockholders because the Board believes that seeking stockholder ratification of the appointment of the independent registered public accounting firm is good corporate practice. If the appointment of Grant Thornton LLP is not ratified, the Audit Committee will evaluate the basis for the stockholders’ vote when determining whether to continue the firm’s engagement.

TABLE OF CONTENTS

Proposal No. 3: Approval of Amendment to Coeur Mining, Inc. 2018 Long-Term Incentive Plan

The Board of Directors recommends a vote FOR the approval of the First Amendment to the Coeur Mining, Inc. 2018 Long Term Incentive Plan

What am I voting for?

►	Approve the ~~adoption of~~First Amendment to the Coeur Mining, Inc. 2018 Long-Term Incentive Plan

~~The Board of Directors recommends a vote FOR the adoption~~
~~of the~~ ~~Coeur Mining, Inc.~~ ~~2018 Long-Term Incentive Plan~~

On March 5, 2018, Coeur’s Board adopted the Coeur Mining, Inc. 2018 Long-Term Incentive Plan (the “2018 LTIP”), and Coeur’s stockholders approved the 2018 LTIP on May 8, 2018. On March 8, 2021, Coeur’s Board adopted an amendment to the 2018 LTIP (the “First Amendment”), which increases the number of shares available for issuance under the 2018 LTIP, and recommended submitting the ~~2018 LTIP~~First Amendment to stockholders for approval. As of December 31, 2017, there were 2,204,419 shares available for issue under our 2015 Long-Term Incentive Plan (the “2015 LTIP”), and we anticipate that our equity-based compensation needs will soon exceed the remaining shares available. Adoption of the ~~2018 LTIP~~First Amendment is necessary to increase the share pool available for equity-based compensation and allow us to be able to continue delivering a majority of total direct compensation to executives in the form of equity incentives directly aligned with stockholders. The adoption of the ~~2018 LTIP~~First Amendment is contingent upon approval by stockholders at the Annual Meeting. The Board believes our interests are best advanced by providing equity-based incentives to certain individuals responsible for our long-term success by encouraging such persons to remain in the service of Coeur and to align the financial objectives of such individuals with those of our stockholders.

We currently administer our equity-based compensation programs under the ~~2015~~2018 LTIP. We also have equity awards outstanding under the Coeur Mining, Inc. 2015 Long-Term Incentive Plan and the Coeur d’Alene Mines Corporation 2005 Non-employee Directors’ Equity Incentive Plan (the ~~“Prior Plan” and together with the 2015 LTIP, the “Existing Plans”~~“Prior Plans”). No ~~new~~shares otherwise remain available for issuance for future awards ~~may currently be granted~~ under the Prior ~~Plan.~~

Plans.

The ~~2018 LTIP,~~First Amendment, if approved, will provide for the issuance of up to ~~11,204,419~~18,711,208 shares pursuant to awards granted on or after ~~December 31, 2017,~~January 1, 2021, which as of the record date represents approximately ~~6.0%~~7.69% of Coeur’s outstanding common stock and represents an increase of ~~9,000,000~~16,700,000 shares from the number of shares available for issuance pursuant to new awards under the ~~2015~~2018 LTIP as of ~~December 31, 2017.~~

~~Other Key~~ January 1, 2021.

Features of the 2018 LTIP

►

~~Fungible~~ Share Counting Formula. Shares issued pursuant to stock options and stock appreciation rights will count against the number of shares available for issuance under the 2018 LTIP on a one-for-one basis, whereas each share issued pursuant to all other awards will count against the number of shares available for issuance under the 2018 LTIP as 1.5 shares.

►

Limitation on Share Recycling. Shares surrendered for the payment of the exercise price or withholding taxes under stock options or stock appreciation rights, shares subject to stock appreciation rights not issued upon net settlement of such awards, and shares repurchased in the open market with the proceeds of an option exercise, may not again be made available for issuance under the 2018 LTIP.

►

No Automatic Single-Trigger Vesting Acceleration. The 2018 LTIP does not provide for automatic acceleration of the vesting of outstanding awards upon the occurrence of a change in control or other corporate transactions so long as such awards are assumed and continued in connection with such transaction. The 2018 LTIP does provide for double-trigger vesting acceleration in the event of a termination of employment without cause within two years following the occurrence of a change in control.

►

No Discounted Stock Options or SARs. All stock option and stock appreciation rights (“SAR”) awards under the 2018 LTIP must have an exercise or base price that is not less than the fair market value of the underlying common stock on the date of grant.

►

No Repricing. Other than in connection with a corporate transaction affecting Coeur, the 2018 LTIP prohibits any repricing of stock options or SARs without stockholder approval.

►

No Reload Stock Options. Stock options under the 2018 LTIP will not be granted in consideration for and will not be conditioned upon the delivery of shares to Coeur in payment of the exercise price or tax withholding obligation under any other stock option.

►

Independent Committee. The 2018 LTIP ~~will be~~is administered by ~~our Compensation~~the CLD Committee, which is composed entirely of independent directors.

TABLE OF CONTENTS

Why You Should Vote for the First Amendment to the 2018 LTIP

The Board recommends that our stockholders approve the ~~2018 LTIP~~First Amendment because it believes appropriate equity incentives are important to attract and retain ~~the best~~high caliber employees and non-employee directors, to link incentive ~~reward~~rewards to company performance, to encourage employee and director ownership in Coeur, and to align the interests of participants with those of our stockholders. The approval of the ~~2018 LTIP~~First Amendment will enable us to continue to provide such incentives; without approval we may ~~be faced with the challenge of~~face challenges attracting and retaining the ~~best talent needed~~people we need to achieve our future business objectives. If the ~~plan~~First Amendment is not approved, we may need to increase our use of cash compensation, which may negatively impact our liquidity and desired alignment with stockholder interests that the 2018 LTIP has been designed to achieve.

Company Considerations

When approving the ~~2018 LTIP,~~First Amendment, the Board and the ~~Compensation~~CLD Committee considered various factors:

►

Potential Dilution

►

Burn Rate

►

Overhang

►

Historical Grant Practices

The sections below explain these four considerations:

Potential Dilution.

Coeur measures annual dilution as the total number of shares subject to equity awards granted less ~~cancelations~~cancellations and other shares returned to the reserve, divided by total common shares outstanding at the end of the year. Our total annual dilution under our existing equity incentive plans for ~~2017~~2020 was ~~2.8%~~1.1% and our three-year average annual dilution for the three most recently completed years was ~~2.7%~~0.8%.

Burn Rate.

We actively manage our long-term dilution by reviewing our burn rate at least annually. Burn rate is another measure of dilution that shows how rapidly a company is depleting its share reserve for equity compensation plans. Burn rate differs from annual dilution, because it does not take into account cancellations and other shares returned to the reserve. Please see the table below for our historic burn rate under the ~~2015~~2018 LTIP:

Time Period
Options
Granted
Full-Value
Shares
Granted
Total Granted
= Options +
Full-Value
Shares
Weighted
Average
Number of
CSO(a)
Burn Rate
2017

14,820

1,115,378

1,130,198

185,637,724

0.6
%
2016

183,251

3,205,823

3,389,074

180,933,287

1.9
%
2015

310,028

1,989,677

2,299,705

151,339,136

1.5
%

Time Period	Options Granted	Full-Value Shares Granted	Total Granted = Options + Full- Value Shares	Weighted Average Number of CSO^(a)	Burn Rate
2020		3,020,587	3,020,587	240,802,619	1.3%
2019	—	2,532,590	2,532,590	218,811,826	1.2%
2018	14,310	1,870,111	1,884,421	188,606,110	1.0%

(a)

~~(a)~~

“~~CSO”~~CSO” means ~~“current~~“common shares outstanding”.

The three-year average burn rate (calculated from ~~2015~~2018 to ~~2017)~~2020) is ~~1.3%~~1.1%.

Overhang.

An additional metric that we use to measure the cumulative impact of our equity program is overhang (number of shares subject to equity awards outstanding but not exercised or settled, plus number of shares available to be granted, divided by total common shares outstanding at the end of the year). Our overhang as of December 31, ~~2017~~2020 was ~~4.0%~~3.0%. If the ~~2018 LTIP~~First Amendment is approved, our overhang as of that date would increase to ~~8.8%~~8.7%.

Historical Grant Practices.

In ~~2015, 2016~~2018, 2019 and ~~2017~~2020 Coeur made equity award grants under the ~~Existing Plans~~2018 LTIP totaling approximately ~~2,299,705~~1.9 million shares, ~~3,389,074~~2.5 million shares and ~~1,130,198~~3.0 million shares, respectively. We estimate, based on historical grant dates, that the availability of ~~11,204,419~~18,711,208 shares under the 2018 LTIP for awards granted after ~~December 31, 2017~~January 1, 2021 would provide a sufficient number of shares to enable us to continue to make awards at historical average annual rates for ~~three to four~~approximately five years. In approving the share pool increase under the ~~2018 LTIP, the Compensation Committee~~First Amendment, we determined that reserving shares sufficient for ~~three to four~~approximately five years of new awards at historical grant rates is in line with the practice of our peer public companies.

TABLE OF CONTENTS

The following are the factors that were material to the evaluation of the Board and ~~Compensation~~CLD Committee, in determining acceptable levels of dilution: competitive data from relevant peer companies, the current and future accounting expense associated with our equity award practices, and the influence of stockholder advisory firms like ~~Institutional Stockholder Services (“ISS”).~~ISS. Our equity programs are revisited at least annually and assessed against these (and other) measures.

Key Data

The ~~following~~ table immediately below includes information regarding all of our outstanding equity awards and shares available for future awards under our equity plans and equity award agreements as of December 31, ~~2017:~~

2020. Shares remain available for issuances of future awards under the 2018 LTIP, and no shares remain available for issuances of future awards under the Prior Plans.

Outstanding stock options⁽¹⁾	222,273	~~617,446~~
Outstanding restricted stock awards	2,724,724	~~2,155,845~~
Outstanding performance shares*shares⁽²⁾	2,335,102	~~2,368,281~~
Total shares subject to outstanding awards as of December 31, 2017*2020⁽²⁾	5,282,099	~~5,141,572~~
Proposed shares available for future awards under the 2018 LTIP⁽³⁾	18,711,208	~~11,204,419~~

(1)	*These outstanding stock options had a weighted average exercise price of $15.44 and a weighted average remaining term of 3.1 years, in both cases, as of December 31, 2020.

(2)	Based on then-current projections for payout under performance shares for which the performance period had not ended prior to December 31, ~~2017.~~2020.

(3)	This amount does not include 222,273 shares that are subject to outstanding stock options that have previously been granted.

Summary of the 2018 LTIP

LTIP

A copy of the First Amendment is attached as Appendix B to this Proxy Statement. The ~~following~~material terms of the 2018 LTIP, assuming the approval of the First Amendment, are summarized below. This summary of the 2018 LTIP is not intended to be a complete description of the ~~material features of~~2018 LTIP and is qualified in its entirety by the ~~2018 LTIP. The complete~~actual text of the 2018 LTIP, which is ~~attached hereto~~filed as ~~Appendix B~~Exhibit 99.1 to ~~this proxy statement.~~ the Registration Statement on Form S-8 filed with the SEC on May 8, 2018.

Key Change

The ~~following discussion is qualified in~~First Amendment increases the number of shares which may be issued pursuant to awards under the 2018 LTIP, as well as the aggregate number of shares that may be issued with respect to the exercise of incentive stock options after January 1, 2021 to 18,711,208. In all other respects, ~~by reference to Appendix B.~~

the terms of the 2018 LTIP will remain unchanged upon the approval of the First Amendment.

Purpose

The purpose of the 2018 LTIP is to advance our interests by providing for the grant to participants of stock-based and other performance-based compensation.

Eligibility

The ~~Compensation~~CLD Committee selects participants from among employees and directors of Coeur, its subsidiaries and its affiliates. Eligibility for options intended to be incentive stock options (“~~ISOs”~~ISOs”) is limited to employees of Coeur or certain affiliates. As of December 31, ~~2017,~~2020, approximately ~~eighty-two~~136 employees and ~~seven~~eight non-employee directors ~~(effective February 9, 2018, the Board increased its size to ten members and appointed two new non-employee directors to the Board to fill the vacancies created by such increase) would be~~are eligible to participate in the 2018 LTIP.

Share Reserve

Subject to stockholder approval, the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2018 LTIP on or after January 1, 2021 is ~~11,204,419,~~18,711,208, plus any shares of common stock subject to awards made under the ~~Existing Plans~~Prior Plan as of ~~the date of approval by stockholders~~January 1, 2021 that subsequently cease to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in nonforfeitable shares of common stock)~~, and reduced by any shares of common stock subject to awards granted under the 2015 LTIP granted after December 31, 2017.~~. Any shares of common stock issued pursuant to options or stock appreciation rights under the 2018 LTIP ~~(or under the 2015 LTIP after December 31, 2017)~~ will be counted against this limit on a one-for-one basis and any shares of common stock issued pursuant to awards under the 2018 LTIP ~~(or under the 2015 LTIP after December 31, 2017)~~ other than options or stock appreciation rights will be counted against the above limit as 1.5 shares for every one share issued pursuant to such award. The share reserve is subject to adjustments to reflect stock dividends, stock splits or combination of shares, recapitalization or other changes in our capital structure and certain transactions as provided in the 2018 LTIP.

Shares of common stock issued under the 2018 LTIP may be authorized but unissued shares of common stock or previously issued common stock acquired by Coeur. Shares of common stock underlying awards which expire or

TABLE OF CONTENTS

otherwise terminate, or become unexercisable without having been exercised or which are forfeited to or repurchased by us due to failure to vest will again become available for grant under the 2018 LTIP. Additionally, shares that are withheld by Coeur in satisfaction of tax withholding with respect to an award other than stock options or SARs, and any shares of common stock underlying awards settled in cash will also become available for grant under the 2018 LTIP. Any shares of common stock that again become available for grant shall be added back as one share if such shares were subject to options or stock appreciation rights, and as 1.5 shares if such shares were subject to awards other than options or stock appreciation rights.

Notwithstanding the foregoing, shares of common stock subject to an award may not again become available for grant under the 2018 LTIP (and will not be added to the 2018 LTIP in respect of awards under the ~~Existing Plans)~~Prior Plan) if such shares are: (i) shares that were

~~TABLE OF CONTENTS~~

subject to a stock-settled stock appreciation right and were not issued upon the net settlement or net exercise of such stock appreciation right, (ii) shares delivered to or withheld by Coeur to pay the exercise price of an option, (iii) shares delivered to or withheld by Coeur to pay the withholding taxes related an option or stock appreciation right, or (iv) shares repurchased on the open market with the proceeds of an option exercise.

Administration

The 2018 LTIP is administered by the ~~Compensation~~CLD Committee, which has the authority to, among other things, interpret the 2018 LTIP, determine eligibility for, grant and determine the terms of awards under the 2018 LTIP, and to do all things necessary or appropriate to carry out the purposes of the 2018 LTIP. The ~~Compensation~~CLD Committee’s determinations under the 2018 LTIP are conclusive and binding.

Individual Limits

The maximum number of shares for which awards may be granted under the 2018 LTIP to any person in any calendar year is 1,500,000 shares. The maximum cash amount payable pursuant to an incentive opportunity granted in any calendar year to any person under the 2018 LTIP is $10,000,000. ~~If the 2018 LTIP is approved by stockholders, these new~~These individual award limits ~~will~~ apply to both awards granted after such approval of the 2018 LTIP and to awards outstanding as of the date of such approval.

Under the 2018 LTIP, the aggregate number of shares that may be subject to awards granted during any calendar year to any one non-employee director (other than the Chairman of the ~~Board or Lead Director)~~Board) cannot exceed that number of shares having a fair market value on the date of grant equal to $200,000. Under the 2018 LTIP, the aggregate number of shares that may be subject to awards granted during any calendar year to the Chairman of the Board or Lead Director cannot exceed that number of shares having a fair market value on the date of grant equal to $400,000.

The maximum number of shares of common stock that may be issued in satisfaction of the exercise or surrender of ISOs granted under the 2018 LTIP after ~~the date of stockholder approval~~January 1, 2021 is ~~11,204,419~~18,711,208 shares.

Types of Awards

The 2018 LTIP provides for grants of options, SARs, restricted stock, restricted stock units, performance shares, and incentive opportunities. Dividend equivalents may also be provided in connection with awards under the 2018 LTIP, except in the case of an award of options or SARs, for which dividend equivalents will not be provided. In no event will dividend equivalents become payable prior to the vesting of the underlying award to which such dividend equivalents relate.

Stock Options and SARs: The 2018 LTIP provides for the grant of ISOs, non-qualified stock options (“NSOs”), and SARs. The exercise price of an option, and the base price against which a SAR is to be measured, may not be less than the fair market value (or, in the case of an ISO granted to a ten percent stockholder, 110% of the fair market value) of a share of common stock on the date of grant. Our ~~Compensation~~CLD Committee determines when stock options or SARs become exercisable and the terms on which such awards remain exercisable. Stock options and SARs will generally have a maximum term of ten years.

Restricted Stock: A restricted stock award is an award of common stock subject to forfeiture restrictions.

Restricted Stock Units: A restricted stock unit award is denominated in shares of common stock and entitles the participant to receive stock or cash measured by the value of the shares in the future.

Performance Shares: A performance share is an award of restricted stock or restricted stock units that are subject during specified periods of time to such performance conditions and terms.

Incentive Opportunities: An incentive opportunity is an award denominated in cash pursuant to which the participant may become entitled to receive an amount based on satisfaction of such performance criteria established for a specified performance period.

TABLE OF CONTENTS

Repricing Prohibited

The ~~Compensation~~CLD Committee may not authorize the amendment of any outstanding stock option or SAR to reduce the exercise or base price, and no outstanding stock option or SAR may be cancelled in exchange for other awards, or cancelled in exchange for stock options or SARs having a lower exercise or base price, or cancelled in exchange for cash, without the approval of our stockholders. However, this prohibition does not apply in connection with an adjustment involving a corporate transaction or event as provided in the 2018 LTIP.

Vesting

The vesting of any award granted under the 2018 LTIP will occur when and in such installments and/or pursuant to the achievement of such performance criteria, in each case, as the ~~Compensation~~CLD Committee, in its sole and absolute discretion, shall determine.

~~TABLE OF CONTENTS~~

Termination of Service

The ~~Compensation~~CLD Committee determines the effect of termination of employment or service on an award.

Qualifying Performance Criteria

The 2018 LTIP provides that grants of performance shares may be made based upon, and subject to achieving, “performance objectives” over a specified performance period, which may include the following performance criteria, or derivations of such criteria, either individually, alternatively or in any combination, applied to either Coeur as a whole or to a business unit or subsidiary, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, either based upon United States Generally Accepted Accounting Principles (“GAAP”) or non-GAAP financial results, in each case as specified by the ~~Compensation~~CLD Committee: (i) earnings per share (actual or targeted growth); (ii) economic valued added ; (iii) net income after capital costs; (iv) net income (before or after taxes); (v) return measures (including return on average assets, return on capital, return on equity, or cash flow return measures); (vi) stock price (including growth measures and total stockholder return); (vii) expense targets; (viii) margins; (ix) production levels; (x) cost performance measures, including but not limited to cash and/or all-in sustaining costs of production, and/or costs applicable to sales (in each case on a per ounce, per ton, aggregate or other basis); (xi) earnings before interest, tax, depreciation, and amortization; (xii) capital budget targets; (xiii) budget target measures; (xiv) earnings before interest and taxes ; (xv) revenue; (xvi) cash flow (including operating cash flow); (xvii) reserve replacement; (xviii) resource levels, including but not limited to growth in reserves and resources either on an aggregate or per share basis; (xix) statistical health, safety and/or environmental performance; (xx) growth in gross investments ; (xxi) net asset value (or growth therein); and (xxii) such other criteria as the ~~Compensation~~CLD Committee shall approve.

Transferability

Awards under the 2018 LTIP may not be transferred except by will or by the laws of descent and distribution, unless (for awards other than ISOs) otherwise provided by the ~~Compensation~~CLD Committee.

Change in Control

Unless otherwise expressly provided for in an award agreement or another contract, including an employment agreement, in the event of an involuntary termination without cause (as defined in the 2018 LTIP) within ~~twenty-four~~24 months following a Change in Control (as defined in the 2018 LTIP), the following shall occur: (i) outstanding stock options and stock appreciation rights shall become fully vested and may be exercised for a period of ~~twelve~~12 months following such termination; (ii) outstanding awards subject to qualifying performance criteria, as described above, shall be converted into the right to receive a payment based on performance through a date of the Change in Control, and (iii) outstanding restricted stock and/or restricted stock units (other than those described in clause (ii)) shall become fully vested. In the event of a Change in Control in which the acquiring or surviving company in the transaction does not assume or continue outstanding awards upon the Change in Control, immediately prior to the Change in Control, all awards that are not assumed or continued shall be treated as follows effective immediately prior to the Change in Control: (i) outstanding options or stock appreciation rights shall become fully vested and exercisable; (ii) outstanding awards subject to qualifying performance criteria, as described above, shall be converted into the right to receive a payment based on performance through a date of the Change in Control (as determined by the ~~Compensation~~CLD Committee); and (iii) outstanding restricted stock and/or restricted stock units (other than those described in clause (ii)) shall become fully vested.

Adjustment

In the event of certain corporate transactions (including, but not limited to, a stock dividend, stock split or combination of shares, recapitalization or other change in our capital structure), the ~~Compensation~~CLD Committee will make appropriate adjustments to the maximum number of shares that may be delivered under ~~and~~ the individual limits included in the 2018 LTIP, and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to awards, the exercise prices of such awards or any other terms of awards affected by such change. The ~~Compensation~~CLD Committee may also make the

TABLE OF CONTENTS

types of adjustments described above to take into account distributions to stockholders and events other than those listed above if it determines that such adjustments are appropriate to avoid distortion in the operation of the 2018 LTIP.

Term

No awards will be made after the tenth anniversary of the 2018 LTIP’s approval by our stockholders at the Annual Meeting, but previously granted awards may continue beyond that date in accordance with their terms. However, grants of ISOs may not be granted after March 5, 2028.

~~TABLE OF CONTENTS~~

Amendment and Termination

The ~~Compensation~~CLD Committee may amend the 2018 LTIP or outstanding awards, or terminate the 2018 LTIP as to future grants of awards, except that the ~~Compensation~~CLD Committee will not be able alter the terms of an award if it would affect materially and adversely a participant’s rights under the award without the participant’s consent (unless expressly provided in the 2018 LTIP or reserved by the ~~Compensation~~CLD Committee at the time of grant). Stockholder approval will be required for any amendment to the extent such approval is required by law, including the Code or applicable stock exchange requirements.

U.S. Tax Consequences

The following is a brief description of the anticipated federal income tax treatment that generally will apply to awards granted under the 2018 LTIP, based on federal income tax laws in effect on the date of this proxy statement. The exact federal income tax treatment of awards will depend on the specific circumstances of the grantee. No information is provided herein with respect to estate, inheritance, gift, state, or local tax laws, although there may be certain tax consequences upon the receipt or exercise of an award or the disposition of any acquired shares under those laws. Grantees are advised to consult their personal tax advisors with regard to all consequences arising from the grant or exercise of awards, and the disposition of any acquired shares.

Incentive Stock Options

Pursuant to the 2018 LTIP, employees may be granted options which are intended to qualify as ISOs under the provisions of Section 422 of the Code. Generally, the optionee is not taxed and we are not entitled to a deduction on the grant or the exercise of an ISO. If the optionee sells the shares acquired upon the exercise of an ISO (“ISO Shares”) at any time after the later of (a) one year after the date of transfer of shares to the optionee pursuant to the exercise of such ISO and (b) two years after the date of grant of such ISO (the “ISO holding period”), then the optionee will recognize capital gain or loss equal to the difference between the sales price and the exercise price paid for the ISO Shares, and we will not be entitled to any deduction. However, if the optionee disposes of the ISO Shares at any time during the ISO holding period, then (a) the optionee will recognize capital gain in an amount equal to the excess, if any, of the sales price over the fair market value of the ISO Shares on the date of exercise, (b) the optionee will recognize ordinary income equal to the excess, if any, of the lesser of the sales price or the fair market value of the ISO Shares on the date of exercise, over the exercise price paid for the ISO Shares, (c) the optionee will recognize capital loss equal to the excess, if any, of the exercise price paid for the ISO Shares over the sales price of the ISO Shares, and (d) we will generally be entitled to a deduction in an amount equal to the amount of ordinary income recognized by the optionee.

Nonqualified Stock Options

The grant of a nonqualified stock option (“NSO”) is generally not a taxable event for the optionee. Upon exercise of the option, the optionee will generally recognize ordinary income in an amount equal to the excess of the fair market value of the stock acquired upon exercise of the NSO (“NSO Shares”) over the exercise price of such option, and we will be entitled to a deduction equal to such amount. A subsequent sale of the NSO Shares generally will give rise to capital gain or loss equal to the difference between the sales price and the sum of the exercise price paid for such shares plus the ordinary income recognized with respect to such shares.

Stock Appreciation Rights

A grantee is not taxed on the grant of a stock appreciation right. On exercise, the grantee recognizes ordinary income equal to the cash or the fair market value of any shares received. We are entitled to an income tax deduction in the year of exercise in the amount recognized by the grantee as ordinary income.

Restricted Stock, Restricted Stock Units, Performance Shares

Grantees of restricted stock, restricted stock units, and performance shares do not recognize income at the time of the grant. When the award vests or is paid, grantees generally recognize ordinary income in an amount equal to the fair market value of the stock or units at such time, and we will receive a corresponding deduction. However, no later than 30 days after a participant receives an award of restricted stock, the participant may elect to recognize taxable ordinary income in an amount equal to the fair market value of the shares at the time of receipt. Provided that the election is made in a timely manner, when the restrictions on the shares lapse, the participant will not recognize any additional income. If

TABLE OF CONTENTS

the participant forfeits the shares to us (e.g., upon the participant’s termination prior to vesting), the participant may not claim a deduction with respect to the income recognized as a result of the election. Dividends paid with respect to unvested shares of restricted shares generally will be taxable as ordinary income to the participant at the time the dividends are received.

~~TABLE OF CONTENTS~~

Section 409A

Section 409A imposes an additional 20% income tax, plus, in some cases, a further income tax in the nature of interest, on nonqualified deferred compensation that does not comply with deferral, payment-timing and other formal and operational requirements specified in Section 409A and related regulations and that is not exempt from those requirements. Stock options and SARs granted under the 2018 LTIP are intended to be exempt from Section 409A. The 2018 LTIP gives the ~~Compensation~~CLD Committee the flexibility to prescribe terms for other awards that are consistent with the requirements of, or an exemption from, Section 409A.

Certain Change of Control Payments

Under Section 280G of the Code, the vesting or accelerated exercisability of options or the vesting and payments of other awards in connection with a change of control of a corporation may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the change in control, in excess of certain limits. If these limits are exceeded, a substantial portion of amounts payable to the participant, including income recognized by reason of the grant, vesting or exercise of awards, may be subject to an additional 20% federal tax and may be non-deductible to Coeur.

Section 162(m)

Due to the Tax Cuts and Jobs Act, there is no longer a performance-based exception to the $1,000,000 deduction limitation under Section 162(m) of the Code. As such, awards granted under the 2018 LTIP may not be exempt from the limits on deductibility under Section 162(m).

~~New~~

Existing Plan Benefits

~~Our executive officers~~The following table contains information regarding the number of shares subject to all options and ~~directors have an interest in approval of the 2018 LTIP because it relates to the issuance of~~other equity awards ~~for which executive officers and directors may be eligible. The benefits that will be awarded or paid under the 2018 LTIP to executive officers cannot currently be determined. Awards~~ granted under the 2018 LTIP ~~to executive officers are within~~since its adoption in 2018 through December 31, 2020.

Name & Principal Position	# of Shares Covered by Options	# of Shares Covered by Other Awards
Mitchell J. Krebs President and Chief Executive Officer	—	1,391,495	��
Thomas S. Whelan Senior Vice President and Chief Financial Officer	—	324,928
Casey M. Nault Senior Vice President, General Counsel and Secretary	—	541,212
Michael Routledge Senior Vice President and Chief Operating Officer	—	206,295
Terrence F. Smith Senior Vice President and Chief Development Officer	—	268,958
Hans Rasmussen Senior Vice President, Exploration	—	389,229
All Current Executive Officers as a Group	—	3,254,851
All Current Non-Employee Members of the Board as a Group	—	437,844
All Current Non-Executive Employees as a Group (Excluding Executive Officers and Board Members)	—	3,122,117

Awards under the 2018 LTIP will be granted at the discretion of our CLD Committee. We cannot currently predict the future benefits or amounts that will be received under the 2018 LTIP by our executive officers, nonemployee directors or other employees.

TABLE OF CONTENTS

Equity Compensation ~~Committee.~~

~~Effectiveness~~Plan Information

The following table sets forth information as of December 31, 2020 regarding the Company’s equity compensation plans.

Plan Category	Number of shares to be issued upon exercise of outstanding options, warrants and rights(a)	Weighted-average exercise price of outstanding options, warrants and rights(b)	Number of shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)⁽¹⁾)
Equity compensation plans approved by security holders	222,273	15.44	2,233,481
Equity compensation plans not approved by security holders	—	—	—
Total	222,273	15.44	2,233,481

(1)	Amounts include 2,335,102 performance shares that cliff-vest three years after the date of grant if certain market and performance criteria are met, if the recipient remains an employee of the Company and subject to approval of the CLD Committee.

Required Vote

Approval of the ~~2018 LTIP~~First Amendment requires the vote of a majority of votes cast (i.e., the ~~2018 LTIP~~First Amendment will be approved if the number of votes cast “for” the ~~2018 LTIP~~First Amendment exceeds the number of votes cast “against” it). Under ~~our Bylaws,~~Delaware law, abstentions and broker non-votes are not counted as votes ~~cast and therefore will have no effect on the outcome of the vote on this proposal.~~cast. However, for purposes of approval of the ~~2018 LTIP~~First Amendment under NYSE rules, abstentions are treated as votes cast, and, therefore, will have the same effect as a vote “against” the proposal; broker non-votes are not considered votes cast, and, therefore, will ~~not be included in the calculation of the vote under NYSE rules.~~

have no effect on this proposal.

TABLE OF CONTENTS

~~PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT~~ ~~REGISTERED PUBLIC ACCOUNTING FIRM~~

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

~~What am I voting for?~~

►

~~Ratifying the selection of Grant Thornton LLP as the independent auditor of our consolidated financial statements and our internal control over financial reporting for 2018~~

Name	Age	Current Position with Coeur	Since	Joined Coeur
Mitchell J. Krebs	49	President, Chief Executive Officer & Director	2011	1995
Thomas S. Whelan	51	Senior Vice President & Chief Financial Officer	2019	2019
Michael Routledge	50	Senior Vice President & Chief Operating Officer	2020	2020
Casey M. Nault	49	Senior Vice President, General Counsel & Secretary	2015	2012
Hans J. Rasmussen	61	Senior Vice President, Exploration	2016	2013
Emilie C. Schouten	42	Senior Vice President, Human Resources	2018	2013
Kenneth J. Watkinson	52	Vice President, Corporate Controller & Chief Accounting Officer	2018	2013

The Audit Committee, which consists entirely of independent directors, is recommending approval of its appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2018. Grant Thornton LLP served as the Company’s independent registered public accounting firm for the year ended December 31, 2017 and for the 2016 fiscal year after the Audit Committee selected them to replace our former auditor.

In 2016, following over ten years of continuous service by KPMG LLP, the Audit Committee conducted a competitive process to determine the Company's independent registered public accounting firm for the Company’s year ending December 31, 2016. On March 8, 2016, the Audit Committee approved, effective as of that date, the engagement of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s year ending December 31, 2016 and the dismissal of KPMG LLP.

KPMG LLP’s audit reports on the Company’s financial statements for the years ended December 31, 2015 and 2014 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. During the years ended December 31, 2015 and 2014, and the subsequent interim period through March 8, 2016, there were (i) no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to KPMG LLP’s satisfaction, would have caused KPMG LLP to make reference thereto in their reports on the financial statements for such years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

During the years ended December 31, 2015, and 2014, and the subsequent interim period through March 8, 2016, neither the Company nor anyone on its behalf had consulted with Grant Thornton LLP regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report or oral advice was provided to the Company that Grant Thornton LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

As a matter of good corporate governance, a resolution will be presented at the Annual Meeting to ratify the appointment by the Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for the year ending December 31, 2018. Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions.

~~TABLE OF CONTENTS~~

~~EXECUTIVE OFFICERS~~

~~The following table sets forth certain information regarding our current executive officers.~~

Name
Age
Current Position with Coeur
Since
Joined Coeur
Mitchell J. Krebs
46
President, Chief Executive Officer & Director
2011
1995
Peter C. Mitchell
62
Senior Vice President & Chief Financial Officer
2013
2013
Frank L. Hanagarne, Jr
60
Senior Vice President & Chief Operating Officer
2013
2011
Casey M. Nault
46
Senior Vice President, General Counsel & Secretary
2015
2012
Hans J. Rasmussen
58
Senior Vice President, Exploration
2016
2013
Ken Watkinson
49
Vice President, Corporate Controller & Chief Accounting Officer
2018
2013

Mitchell J. Krebs, President, Chief Executive Officer & Director
	Age: 49 ~~Age:~~ 46	►	Mitchell J. Krebswas appointed President, Chief Executive Officer and member of the Board of Directors of Coeur Mining, Inc. in July 2011. Prior to that, Mr. Krebs served as Senior Vice President and Chief Financial Officer from March 2008 to July 2011; Treasurer from July 2008 to March 2010; Senior Vice President, Corporate Development from May 2006 to March 2008; Vice President, Corporate Development from February 2003 to May 2006.
		►	Mr. Krebs first joined Coeur in August 1995 as Manager of Acquisitions after spending two years as an investment banking analyst for PaineWebber Inc.
		►	Mr. Krebs holds a Bachelor of Science in Economics from The Wharton School at the University of Pennsylvania and a Master of Business Administration from Harvard University. Mr. Krebs ~~has~~ also ~~served~~serves as a member of the board of directors of Kansas City Southern Railway Company since May ~~2017.~~2017 (Audit Committee; Finance Committee). His is a member of the Board of National Mining Association (Executive Committee; Chair of Audit and Finance Committee, Chair of ESG Task Force) and a past President of The Silver Institute.

~~Peter C. Mitchell,~~Thomas S. Whelan, Senior Vice President & Chief Financial Officer
Age: 62 51	~~Peter C. Mitchell~~►	Thomas S. Whelan was appointed Senior Vice President and Chief Financial Officer in ~~June 2013.~~ January 2019.
	►	Prior to joining Coeur, Mr. ~~Mitchell~~Whelan served as ~~Chief Financial Officer~~CFO of ~~Taseko Mines Limited, a Vancouver, B.C.-based mining~~Arizona Mining Inc. from September 2017 to August 2018, when the company ~~starting in September 2008. In that capacity he led the financial operations of Taseko, including sourcing strategic capital to fund Taseko’s strategic growth plan.~~was acquired by South32 Limited. Previously, Mr. ~~Mitchell was involved in leading and managing growth in private equity portfolio companies through acquisitions, integrations and greenfield initiatives. His roles included serving~~Whelan served as ~~President of Florida Career College, a for-profit college in Fort Lauderdale, Florida,~~CFO for Nevsun Resources Ltd. from ~~March 2008~~January 2014 to September 2008; President and Chief Executive Officer of Vatterott Educational Centers, Inc. in St. Louis, Missouri, a for-profit educational company, from 2002 to 2007; Vice Chairman and Chief Financial Officer of Von Hoffmann Corporation in St. Louis, a commercial and educational printing company in St. Louis, Missouri, from 1997 to 2002; Senior Vice President and Chief Financial Officer of Crown Packaging Ltd., an integrated paper packaging company in Seattle, Washington and Vancouver, B.C., from 1993 to 1997; and Vice President and Chief Financial Officer of Paperboard Industries Corporation, a packaging and container manufacturer in Toronto, from 1985 to 1993. None of these prior employers are affiliates of Coeur. August 2017.
	►	Mr. ~~Mitchell~~Whelan is a ~~Chartered Professional Accountant~~chartered professional accountant and was previously a partner with the international accounting firm Ernst & Young (“EY”) LLP where he was the EY Global Mining & Metals Assurance sector leader, the leader of ~~Canada (CPA-CA)~~the EY Assurance practice in Vancouver and previously EY’s Canadian Mining & Metals sector leader. Mr. Whelan graduated with ~~degrees in Economics (BA)~~a Bachelor of Commerce from ~~the University of Western Ontario and Business Administration (MBA) from the University of British Columbia.~~Queen’s University.

TABLE OF CONTENTS

~~Frank L. Hanagarne, Jr.,~~Michael Routledge, Senior Vice President & Chief Operating Officer
Age: 60 50	~~Frank L. Hanagarne, Jr.~~►	Michael Routledge was appointed Senior Vice President and Chief Operating Officer in ~~February 2013.~~ June 2020.
	►	Mr. ~~Hanagarne joined Coeur~~Routledge has over 20 years’ experience with Rio Tinto Group, a multinational metals and mining corporation, in various roles beginning in 1987, including as ~~Senior~~the Chief Operating Officer (2011-2012) and Vice President ~~and Chief Financial Officer effective October 2011. Prior to joining Coeur, Mr. Hanagarne~~HSE, Projects & Operational Value (2012-2014) of the Kennecott Utah Copper mine. He also served ~~from September 2006 to December 2010~~ as ~~Director of Corporate Development at Newmont Mining Corporation, a gold producer, and from January 2011 to September 2011 as~~the Chief Operating Officer of ~~Valcambi SA,~~Asahi Refining, a provider of precious metal ~~refiner~~assaying, refining and bullion products, from 2015 to 2017. As the Senior Director of Operational Excellence at Anagold Madencilik, a subsidiary of Alacer Gold Corp., a gold producer which merged with SSR Mining Inc. in ~~which Newmont has~~the fall of 2020, from 2017 to 2020, Mr. Routledge designed and implemented an ~~equity interest. Valcambi and Newmont are not affiliates of Coeur. Over a 17-year career at Newmont,~~operational excellence program for the Çöpler District in Turkey. Most recently, Mr. ~~Hanagarne also~~Routledge served as ~~Mill Project Superintendent~~the Vice President of Major Projects and Studies of Alacer Gold Corp. from ~~September 2004~~February 2020 to September 2006 and as Advisor in Corporate Health and Safety and Loss Prevention from July 2001 to September 2004. His years of service at Newmont included positions of increasing responsibility within key areas of Newmont’s operations and business functions as well as environmental, health and safety. May 2020 when he accepted his current position with Coeur.
	►	Mr. ~~Hanagarne has a total 30 years of industry experience in the finance, operations, and business development areas. Mr. Hanagarne holds a Master’s~~Routledge received an undergraduate degree ~~in Business Administration~~ from the University of ~~Nevada, Reno,~~Sunderland, England in Electrical and Control Engineering and received his MBA with a ~~Bachelor of Metallurgical Engineering degree~~focus on business and strategic transformation from ~~the New Mexico Institute of Mining and Technology. Mr. Hanagarne was nominated to join the board of directors of Metalla Royalty & Streaming Ltd.~~Henley Management College in ~~March 2018.~~England.

Casey M. Nault, Senior Vice President, General Counsel & Secretary
Age: 46 49
	►	Casey M. Naultwas appointed Senior Vice President, General Counsel and Secretary in January 2015. Mr. Nault was appointed as Vice President and General Counsel upon joining Coeur in April 2012 and was appointed Secretary in May 2012.
	►	Mr. Nault has over 20 years of experience as a corporate and securities lawyer, including prior in-house positions with Starbucks Corporation and Washington Mutual, Inc. and law firm experience with Gibson, Dunn & Crutcher. His experience includes securities compliance and SEC reporting, corporate governance and compliance, mergers and acquisitions, public and private securities offerings and other strategic transactions, general regulatory compliance, cross-border issues, land use and environmental issues, and overseeing complex litigation.
	►	Mr. Nault has a B.A. in Philosophy from the University of Washington and received his law degree from the University Southern California Law School.

Hans J. Rasmussen, Senior Vice President, Exploration
Age: 58 61
	►	Hans J. Rasmussenwas appointed Senior Vice President, Exploration in January 2016. Mr. Rasmussen was appointed Vice President, Exploration upon joining Coeur in September 2013.
	►	Mr. Rasmussen has many years of experience in the mining business, 16 years of which were with senior producers Newmont Mining and Kennecott/Rio Tinto, as well as serving as a consultant for senior producers such as BHP, Teck-Cominco and Quadra Mining. ~~Since~~From 2004 to 2013, he ~~has been~~was an officer or served on the Board of Directors of several junior public exploration companies with gold and silver projects in Quebec, Nevada, Argentina, Chile, Colombia, Peru, and ~~Bolivia.~~ Bolivia, including as President and Chief Executive Officer of Colombia Crest Gold Corp. from 2007 to 2013. Mr. Rasmussen has served on the Board of Directors of Atex Resources Inc. (formerly known as Colombia Crest Gold Corp.) since 2006.
	►	Mr. Rasmussen has a Master of Science in Geophysics from the University of Utah and Bachelor of Science degrees in Geology and Physics from Southern Oregon University.

TABLE OF CONTENTS

Emilie C. Schouten, Senior Vice President, Human Resources
Age: 42
	►	Emilie C. Schouten was named Senior Vice President, Human Resources in May 2018. She joined Coeur in 2013 as the Director of Talent Acquisition and Development. Ms. Schouten assumed leadership of our HR organization in January 2016 and was appointed Vice President, Human Resources in May 2016. She was one of the first hired when Coeur moved the headquarters to Chicago and therefore, was instrumental in hiring the new team and implementing the performance management system for the Company.
	►	Ms. Schouten has nearly 20 years of experience in Human Resources, starting her career in General Electric, where she graduated from GE’s Human Resources Leadership Program. After 6 years as a HR Manager with GE, her division was acquired by the world’s largest electrical distribution company, Rexel, and Ms. Schouten went on to become the Director of Training and Development.
	►	Ms. Schouten earned a B.A. in Sociology from Michigan State University and a M.S. in Industrial Labor Relations from University of Wisconsin-Madison.

~~Ken~~Kenneth J. Watkinson, Vice President, Corporate Controller & Chief Accounting Officer⁽¹⁾
Age: 49 52	►	Ken Watkinson was appointed Chief Accounting Officer in February 2018. He was named Vice President, Corporate Controller in March 2017. He joined Coeur in September 2013 as Director of Financial Reporting.
	►	Mr. Watkinson came to Coeur from HSBC North America where he managed SEC reporting for HSBC USA, Inc. He previously served as Senior Manager of SEC Reporting for Baxter International Inc. and Manager of Consolidations and Reporting for Kraft Foods, Inc.
	►	Mr. Watkinson is a Certified Public Accountant and holds a Bachelor of Science in Accounting from Northeastern Illinois University.

⁽¹⁾

Mark A. Spurbeck was an executive officer and Coeur’s principal accounting officer during 2017. On January 25, 2018, as reported in the Company’s Current Report on Form 8-K filed January 26, 2018, Mr. Watkinson replaced Mr. Spurbeck as principal accounting officer.

TABLE OF CONTENTS

SHARE OWNERSHIP

The following table sets forth information, as of the close of business on ~~February 16, 2018~~March 10, 2021 (except as otherwise noted), concerning ~~(i)~~ the beneficial ownership of our common stock by (i) each beneficial holder of more than 5% of our outstanding shares of common stock, (ii) each of our current directors and director nominees, (iii) each of ~~the named executive officers~~our Named Executive Officers, or NEOs, listed in the ~~2017~~2020 Summary Compensation Table ~~set forth~~ on page ~~67,~~80, and (iv) by all of our current directors and executive officers as a group.

Stockholder
Shares Beneficially
Owned
Percent of
Outstanding
Van Eck Associates Corporation

18,975,182
⁽¹⁾

10.22
%
The Vanguard Group, Inc.

15,774,049
⁽²⁾

8.50
%
GMT Capital Corp.

14,632,089
⁽³⁾

7.88
%
BlackRock, Inc.

11,963,568
⁽⁴⁾

6.44
%
Mitchell J. Krebs

724,456
⁽⁵⁾

*
Peter C. Mitchell

276,907
⁽⁵⁾

*
Frank L. Hanagarne, Jr.

261,721
⁽⁵⁾

*
Casey M. Nault

258,570
⁽⁵⁾

*
Hans J. Rasmussen

171,212
⁽⁵⁾

*
Robert E. Mellor

129,995

*
John H. Robinson

108,329

*
Sebastian Edwards

99,550

*
J. Kenneth Thompson

97,929

*
Linda L. Adamany

92,909

*
Kevin S. Crutchfield

92,189

*
Randolph E. Gress

92,189

*
Eduardo Luna

10,648

*
Jessica L. McDonald

10,648

*
All current executive officers and directors as a group (15 persons)

2,451,669
⁽⁵⁾

1.32
%

Stockholder	Shares Beneficially Owned	Percent of Outstanding
Van Eck Associates Corp.	24,984,752⁽¹⁾	10.26%
The Vanguard Group, Inc.	22,735,537⁽²⁾	9.34%
BlackRock, Inc.	21,480,623⁽³⁾	8.82%
Mitchell J. Krebs	1,239,970⁽⁴⁾	*
Robert E. Mellor	185,233	*
J. Kenneth Thompson	178,167	*
Randolph E. Gress	167,427	*
John H. Robinson	153,567	*
Linda L. Adamany	138,147	*
Sebastian Edwards	111,053⁽⁵⁾	*
Eduardo Luna	55,886	*
Jessica L. McDonald	28,364⁽⁵⁾	*
Hans J. Rasmussen	304,223⁽⁴⁾	*
Casey M. Nault	270,870⁽⁴⁾	*
Thomas S. Whelan	260,560⁽⁶⁾	*
Terrence F. Smith	135,703⁽⁴⁾	*
Michael Routledge	82,518	*
All current executive officers and directors as a group (15 persons)	3,338,583⁽⁴⁾	1.37%

*	Holding constitutes less than 1% of the outstanding shares on ~~February 16, 2018~~March 10, 2021 of ~~185,519,397.~~243,475,757.

(1)

~~(1)~~

As of December 31, ~~2017,~~2020, based on information contained in a Schedule 13G/A filed on February ~~9, 2018,~~10, 2021, Van Eck Associates Corporation had sole voting and dispositive power over ~~18,975,182~~24,984,752 shares. The shares are held within mutual funds and other client accounts managed by Van Eck Associates Corporation, one of which individually ~~own~~owns more than 5% of the outstanding shares. The address for Van Eck Associates Corporation is 666 Third Ave. – 9^th Floor, New York, ~~NY 10017.~~New York 10017

(2)

As of December 31, ~~2017,~~2020, based on information contained in a Schedule 13G/A filed on February ~~8, 2018,~~10, 2021, The Vanguard Group, Inc. had sole voting power over ~~231,872~~zero shares, shared voting power over ~~34,895~~237,210 shares, sole dispositive power over ~~15,522,529~~22,300,521 shares and shared dispositive power over ~~251,520~~435,016 shares. The address for ~~The~~the Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.

(3)

~~(3)~~

As of December 31, ~~2017,~~2020, based on information contained in a Schedule 13G filing on February 14, 2018, GMT Capital Corp. (“GMT Capital”), as general partner or discretionary investment manager of certain limited partnerships and certain other accounts, had shared voting and dispositive power over 14,632,089 shares. Thomas E. Claugus is the President of GMT Capital and in that capacity directs the operations of each of GMT Capital and the limited partnerships and separate client accounts managed by GMT Capital.

~~(4)~~

~~As of December 31, 2017, based on information contained in a Schedule 13G~~13G/A filed on January 29, ~~2018,~~2021, Blackrock, Inc. had sole voting power over ~~11,531,951~~21,066,590 shares and sole dispositive power over ~~11,963,568~~21,480,623 shares. The address for Blackrock, Inc. is 55 E. ~~52nd~~52^nd St., New York, NY 10055.

~~(5)~~(4)

Holdings include the following shares which may be acquired upon the exercise of options outstanding under the 1989/2003/2015 Long-Term Incentive Plans and exercisable within 60 days of ~~February 16, 2018:~~March 10, 2021: Mitchell J. Krebs — ~~88,056 shares; Frank L. Hanagarne, Jr. — 26,060~~53,118 shares; Casey M. Nault — 18,207 shares; Terrence F. Smith – 7,042; Hans J. Rasmussen – ~~5,598 shares~~5,598; and all current directors and executive officers as a group — ~~137,921~~76,923 shares.

(5)	Excludes 9,944 and 27,522 restricted stock units (“RSUs”) for Mr. Edwards and Ms. McDonald, respectively. Each RSU represents a contingent right to receive one share of Company common stock, which will be delivered on the 60th day after separation from Board service.

(6)	Includes 6,000 shares held in a college savings plan for Mr. Whelan's daughter.

TABLE OF CONTENTS

~~AUDIT COMMITTEE REPORT~~

The Audit Committee, which consists of Linda L. Adamany (Chair), Randolph E. Gress, Jessica L. McDonald, John H. Robinson and J. Kenneth Thompson, is governed by its charter, a copy of which is available on the Corporate Governance page of our website, currently http://www.coeur.com/company/corporate-governance/. The Board has determined that Linda L. Adamany is an “audit committee financial expert” within the meaning of rules adopted by the Securities and Exchange Commission (the “SEC”). All of the members of the Audit Committee are “independent” as defined in the rules of the SEC and the listing standards of the New York Stock Exchange.

The Audit Committee discussed with our independent auditors the scope, extent and procedures for the 2017 audit. On a quarterly basis, the Audit Committee meets separately with the Company’s independent public accountants, Grant Thornton LLP, without management present, and the Company’s internal auditors, to discuss the results of their audits and reviews, the cooperation received by the auditors during the audit examination, their evaluations of the Company’s internal controls over financial reporting, and the overall quality of the Company’s financial reporting. The committee also meets separately with the Company’s Chief Financial Officer and General Counsel quarterly and with the Company’s CEO from time to time. Following these separate discussions, the committee meets in executive session.

Management is primarily responsible for our financial statements, reporting process and systems of internal controls. In ensuring that management fulfilled that responsibility, the Audit Committee reviewed and discussed with management the audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Discussion topics included the quality and acceptability of the accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements, and an assessment of the work of the independent auditors.

The independent auditors are responsible for expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles. The Audit Committee reviewed and discussed with the independent auditors their judgments as to the quality and acceptability of our accounting principles and such other matters as are required to be discussed under applicable standards of the Public Company Accounting Oversight Board (‘PCAOB”), including PCAOB accounting standard 1301. In addition, the Audit Committee received from the independent auditors the written disclosures and the letter as required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, discussed with the independent auditors their independence from us and our management, and considered the compatibility of non-audit services with the auditors’ independence.

~~Grant Thornton LLP reported to the Audit Committee that:~~

►

~~there were no disagreements with management;~~

►

~~it was not aware of any consultations about significant matters that management discussed with other auditors;~~

►

~~no major issues were discussed with management prior to Grant Thornton LLP’s retention;~~

►

~~it received full cooperation and complete access to our books and records;~~

►

~~it was not aware of any material fraud or likely illegal acts as a result of its audit procedures;~~

►

~~there were no material weaknesses identified in its testing of our internal control over financial reporting; and~~

►

~~there were no known material misstatements identified in its review of our interim reports.~~

~~TABLE OF CONTENTS~~

In addition, the Audit Committee selected Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018. The Board has recommended to our stockholders that they ratify and approve the selection of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

~~Audit Committee of the Board of Directors~~

~~LINDA L. ADAMANY, Chair~~
~~RANDOLPH E. GRESS~~
~~JESSICA L. MCDONALD~~
~~JOHN H. ROBINSON~~
~~J. KENNETH THOMPSON~~

~~TABLE OF CONTENTS~~

COMPENSATION DISCUSSION AND ANALYSIS

~~This Compensation Discussion and Analysis (“CD&A”) describes our compensation program for our NEOs. The following individuals are our current NEOs and were NEOs in 2017:~~

~~Name~~	~~Title~~
~~Mitchell J. Krebs~~	~~President and Chief Executive Officer~~
~~Peter C. Mitchell~~	~~Senior Vice President and Chief Financial Officer~~
~~Frank L. Hanagarne, Jr.~~	~~Senior Vice President and Chief Operating Officer~~
~~Casey M. Nault~~	~~Senior Vice President, General Counsel and Secretary~~
~~Hans J. Rasmussen~~	~~Senior Vice President, Exploration~~

This CD&A describes the components of our executive compensation program, provides a discussion of our executive compensation philosophy, the program’s elements, policies and practices, and the impact of Company performance on compensation results. It also describes how and why the ~~Compensation~~CLD Committee of the Board arrived at specific ~~2017~~2020 executive compensation decisions and the factors the ~~Compensation~~CLD Committee considered in making those decisions.

~~This CD&A is divided into five sections:~~

►

CD&A Summary

►	~~2017~~	Who We Are	53
		Our Strategy	53
		2020 Macroeconomic Environment	53
		Company Performance	55
		Alignment of 2020 Compensation	57
		Our Executive ~~Compensation– Realized and Realizable Pay~~Compensation Program	59

►	Executive Compensation Program Philosophy	59
	2020 Direct Compensation Elements	60
	2020 Total Direct Compensation Targets	62
	Results of 2020 Stockholder Advisory Vote on Executive Compensation	62
	Select Compensation Program Changes for 2020 and ~~Elements~~2021	62

►	~~2017~~	Competitive Market Assessment	63
		2020 Peer Group	63
		2020 Executive Compensation ~~Results~~– Actual Pay Compared to Target	64

►	2020 Executive Compensation Results	65
	Base Salary	65
	Annual Incentive Plan	65
	Long-Term Equity Incentive Awards	69
	Payouts for 2018-2020 Performance Shares	73
	Benefits and Perquisites	75
	Other Compensation Arrangements and Policies

In this CD&A we use the following terms to describe our operations and results, some of which are non-GAAP financial measures. Please see “Appendix A – Certain Additional Information” for additional information and for any GAAP to non-GAAP reconciliations.

~~Term~~			~~Definition~~76
	~~AISC~~			~~All-in sustaining costs. AISC is a non-GAAP financial measure.~~Stock Ownership Guidelines	76
	Ag			~~Silver~~Insider Trading and Hedging Policy	76
	~~AgEq~~	Silver equivalent. Silver equivalence assumes a 60:1 silver to gold ratio except where noted as the ratio of average spot prices. Please see “Appendix A - Certain Additional Information” for historical average spot prices.
	~~AgEqOz~~Clawback and Forfeiture Policy	~~Silver equivalent ounces~~
	~~EBITDA~~76	~~Earnings before interest, tax, depreciation and amortization. EBITDA is a non-GAAP financial measure.~~
~~FCF/free cash flow~~	~~Cash flow from operating activities, less capital expenditures and royalty payments. Please see reconciliation tables in “Appendix A - Certain Additional Information”.~~

Our 2020 NEOs:

	Mitchell J. Krebs			Thomas S. Whelan
	President and Chief Executive Officer			Senior Vice President and Chief Financial Officer
	Casey M. Nault			Michael Routledge
	Senior Vice President, General Counsel and Secretary			Senior Vice President and Chief Operating Officer
	Terrence F. Smith			Hans J. Rasmussen
	Senior Vice President and Chief Development Officer			Senior Vice President, Exploration

TABLE OF CONTENTS

CD&A Summary

Who We Are

Coeur is a U.S.-based, well-diversified, growing precious metals producer with five ~~mines in North America. Coeur produces from its~~ wholly-owned operations: the Palmarejo ~~silver-gold~~gold-silver complex in Mexico, ~~the Silvertip silver-zinc-lead mine in British Columbia,~~ the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska, ~~and~~ the Wharf gold mine in South ~~Dakota.~~Dakota and the Silvertip silver-zinc-lead mine in British Columbia. In addition, the Company has interests in several precious metals exploration projects ~~throughout~~in North America.
	~~Coeur’s headquarters are located~~ Coeur is headquartered in Chicago, ~~IL. Coeur~~Illinois and employs approximately 2,000 ~~people. We are proud of the jobs we provide, the~~ people we employ and the communities we serve. Coeur identifies the importance of working together to tackle challenges head-on. Together, we welcome new ideas, and leaders who will own and deliver solutions. With 90 years of mining experience, Coeur understands the importance of innovation, responsible mining and collaboration. Coeur strives to integrate sustainable operations and development into our business decisions and strategic goals. We proactively conduct our business with a focus on positively impacting the environment, health and safety, and socioeconomics of the communities in which we do business.companywide.

Our Strategy

~~2017 Executive Compensation Strongly Aligned with Performance~~

~~Company Performance~~

~~2017~~

Coeur’s strategy is to maximize cash flow by building and maintaining a balanced portfolio of high-quality precious metals assets in low-risk jurisdictions through exploration, operational execution and selective acquisitions.

2020 Macroeconomic Environment

Our business is highly dependent on the market prices of gold and silver, commodities that are actively traded and frequently experience significant price volatility. Macroeconomic conditions during 2020 and the three-year period from 2018-2020 significantly impacted our business results, stockholder returns and, as a result, executive compensation.

Over the three years ended December 31, 2020, U.S. equity markets posted strong overall gains. Through most of this period, major indices such as the Dow Jones Industrial Average and S&P 500 repeatedly registered record highs. During the same three-year period, London Bullion Market Association gold and silver prices increased 46% and 57%, respectively. Despite the overall price appreciation, both metals experienced significant volatility, weakening significantly in the first half of 2020 to multi-year lows before outperforming during the second half of the year.

Period-high prices for gold and silver were registered in August and September 2020, respectively, supported by unprecedented levels of global fiscal and monetary stimulus as well as growing geopolitical risks and economic uncertainty in response to COVID-19. By contrast, growing concern around trade tensions and fears of slowing global growth due to COVID-19 acted as headwinds for base metals. Zinc and lead prices trended downward before testing multi-year lows in 2019 and early 2020, which was a ~~year~~primary cause for the decision to temporarily suspend active mining and processing operations at Silvertip, before rebounding in the spring and continuing to strengthen for much of ~~significant accomplishments for Coeur. We completed several significant strategic transactions~~2020. During the three-year period of 2018-2020, peak-to-trough spot prices of London Metal Exchange-grade zinc and ~~important capital projects at our mines, continued environmental, health~~lead decreased 51% and ~~safety performance improvements, and significantly strengthened the balance sheet to drive improved operating and financial performance:~~

►

~~Record Full-Year AgEq~~ ~~Production~~ ~~– 39.4 million AgEq ounces produced~~^(¹⁾, representing a 9% year-over-year increase, driven, in part, by a successful ramp-up in production at the Palmarejo complex to 4,500 tons per day one quarter ahead of schedule following a multi-year development and ramp-up period.

41% respectively.

►

~~Positive Free Cash Flow Driven by Multi-Year Portfolio Transformation~~ – Generated revenue from continuing operations of $709.6 million in 2017, 24% higher than 2016, free cash flow from continuing operations of $60.4 million, an increase of $85.5 million compared to 2016, and EBITDA of $202.9 million, a 42% increase compared to 2016.

~~(1)~~

Includes 4.3 million ounces produced at the San Bartolome Mine in Bolivia. On December 22, 2017, the Company entered into an agreement to sell its wholly-owned Bolivian subsidiary, which owned and operated the San Bartolomé mine. The transaction closed on February 28, 2018. As a result, the mine was presented in the Company’s Annual Report as a discontinued operation and excluded from consolidated operating statistics and financial results for all periods presented.

TABLE OF CONTENTS

~~CD&A Summary~~

As the first table below shows, Coeur’s and its peers’⁽¹⁾ stock prices generally moved in tandem with gold and silver prices during this three-year period. Due to a variety of factors, Coeur’s stock price tends to be more highly levered to changes in metals prices than our peers, which means that in times of rising metals prices, Coeur’s stock tends to outperform our peers (e.g., in the second half of 2020), while we tend to underperform peers in times of weakening metals prices (e.g., in the first half of 2020).

(1)

►

~~Solid Execution of Key Capital Projects~~ ~~– Completed the Rochester mine’s Stage IV leach pad expansion~~

See “Peer Group” on ~~schedule and commenced mining the high-grade Jualin deposit at the Kensington mine following two years of underground development.~~page 63 for more information.

TABLE OF CONTENTS

►

~~Increased Strength~~
Company Performance

During 2020, the Company proactively addressed the unexpected challenges created by COVID-19 while continuing to operate safely and ~~Flexibility of Balance Sheet~~ ~~– Successfully refinanced~~responsibly to deliver improved year-over-year financial performance, advance key strategic initiatives, reduce Total Debt and strengthen the balance sheet, advance strategic long-term capital projects at our existing mines and complete the largest exploration program in the Company’s ~~existing 7.875% senior notes due 2021 with 5.875% senior notes due 2024~~history. Our performance is further highlighted below.

Strong performance at our gold operations and ~~established a four-year $200 million revolving credit facility, under which~~higher metals prices during the ~~Company drew $100 million to partially fund~~second half of the ~~Silvertip mine acquisition. Full-year interest expense decreased 56% to $16.4 million from $36.9 million~~year resulted in ~~2016.~~the third consecutive year of improved OCF and FCF, and we advanced key organic growth projects

► CONTINUED STRONG ENVIRONMENTAL HEALTH & SAFETY RESULTS	►	Coeur’s commitment to ~~Continued Portfolio Enhancements~~ Pursue a Higher Standard~~– Acquired~~ led to another year of improved safety and environmental performance. We continued a multi-year trend of companywide reduction in employee and contractor TRIFR, realizing a 9.5% reduction on a three-year trailing average basis, an 11% YOY reduction and a 68% reduction in 2020 compared with 2012. We also achieved a YOY 52% reduction in permit discharge exceedances.
INNOVATIVE AND EFFECTIVE RESPONSE TO COVID-19	►	Our strong culture allowed us to navigate the ~~Silvertip~~challenges presented by the COVID-19 pandemic. We implemented robust health and safety protocols to protect our workforce, their families and the communities where we operate, while also minimizing disruptions to our business. In the second quarter, Palmarejo temporarily suspended active mining and processing activities in accordance with a broad COVID-related government decree. Palmarejo safely ramped down production in response to the decree and then safely ramped back up after the decree was lifted for precious metals mining. We continued to pay Palmarejo employees their full salaries and benefits during the government-mandated shut-down.
STRONG OPERATIONAL PERFORMANCE	►	Despite the impacts to production driven by increased health and safety protocols across the organization (including Palmarejo) in response to COVID-19, Coeur achieved consolidated and site-level full-year production guidance for both gold and silver, producing 355,678 gold ounces and 9.7 million silver ounces. We delivered unit costs within or below guidance at three of four sites and on a Companywide basis, and consolidated capital expenditures, exploration and general and administrative expenses were also below or within guidance ranges.
IMPROVED FINANCIAL PERFORMANCE	►	The Company reported revenue of $785.5 million, net income of $25.6 million and adjusted EBITDA of $263.4 million. Revenue and adjusted EBITDA increased 10% and 51%, respectively, YOY. OCF and FCF of $148.7 million and $49.4 million represented YOY increases of $56.8 million and $57.3 million, respectively. These notable year-over-year improvements reflect strong operational performance and the benefit of higher precious metals prices during the second half of the year. The Kensington and Wharf mines both generated record annual OCF.

TABLE OF CONTENTS


KEY MILESTONES IN ROCHESTER POA 11 EXPANSION	►	The Company made significant progress on the POA 11 expansion project at the Rochester mine, ~~in British Columbia,~~ which is expected to ~~provide Coeur with high-margin, low-cost production, near-term cash flow, and long-term exploration potential in~~reposition Rochester as a ~~low-risk, mining-friendly jurisdiction. In addition,~~cornerstone asset. During 2020, the Company ~~entered into~~received key permits for the project, advanced engineering and procurement work, began early-stage construction and began establishing project-specific infrastructure. In December, Coeur announced further details of the expansion in an ~~agreement in the fourth quarter of 2017 to sell the San Bartolomé Mine in Bolivia, its~~updated technical report, including an 18-year, reserve-based mine ~~with the highest-costs, shortest-mine~~ life and ~~least favorable jurisdiction. The transaction closed during~~plans for average annual silver and gold production of more than 8 million oz and 80,000 oz, respectively, and average annual FCF of over $100 million, for the initial 10 years following the expansion. Together with lower expected operating costs, these improvements are projected to lead to significantly higher cash flow.
STRENGTHENED BALANCE SHEET	►	We completed several important initiatives to reduce debt, strengthen the balance sheet and bolster liquidity. In April, we established a $100 million at-the-market equity offering program to provide additional liquidity, if needed, in response to uncertainty regarding COVID-19. As of December 31, 2020, no shares had been sold under the program. We also increased the capacity of the RCF by $50 million to $300 million and repaid all outstanding borrowings under the RCF as of year-end. During the first quarter of ~~2018. Finally,~~2021, we successfully refinanced our senior notes, extending the maturity date to 2029, reducing the interest rate and adding additional cash to the balance sheet. We also extended the term of the RCF by three years to 2025. These initiatives further bolstered our balance sheet and liquidity, providing additional resources and flexibility to fund the Rochester expansion and other key strategic initiatives.
RECORD EXPLORATION PROGRAM	►	We completed the largest exploration program in Company history, investing approximately $50.6 million⁽¹⁾ and drilling approximately 783,200 feet, which represented YOY increases of 68% and 49%, respectively.
GROWTH IN MINERALIZATION	►	The 2020 exploration program drove strong reserve and mineralization growth, including a 22% and 42% companywide increase in our gold and silver reserves, respectively, and a significant increase in Silvertip’s base of silver, zinc and lead measured and indicated mineralized material.⁽²⁾
PROGRESS TOWARDS SILVERTIP EXPANSION	►	During the first quarter of 2020, the Company temporarily suspended mining and processing activities at Silvertip as a result of a deterioration of zinc and lead market conditions as well as ongoing operating challenges primarily related to the processing facility. During 2020, the Company completed a pre-feasibility study to evaluate a potential mill expansion to improve the ~~sale~~economics of the ~~Endeavor silver stream~~operation and ~~other non-core assets during~~invested in the ~~year for total consideration of approximately $40 million, including~~largest and most successful exploration program in the ~~sale~~history of the ~~Joaquin project for consideration of $27 million, representing a gain of $21 million.~~

►

~~Strong~~ ~~Results~~ ~~from Prior Acquisitions~~~~– Generated $127.2 million~~property which drove YOY increases in ~~cumulative free cash flow at Wharf through year-end 2017 since buying the mine in February 2015 for $99 million. Properties acquired as part of the Paramount Gold~~silver, zinc and ~~Silver Corp. acquisition in 2015 contributed to record production and $110.0 million of free cash flow at Palmarejo during 2017.~~

►

~~Reserve and~~ ~~Mineralized Material~~ ~~Increases Driven by Enhanced Exploration Program~~~~. Total exploration investment increased 66% in 2017 to $41.9 million with a focus on near-mine drilling which resulted in the following year-over-year improvements:~~

○

~~36% increase in gold reserves at Wharf, which now has an estimated approximately seven-year mine life based solely on reserves;~~

	○	~~15% increase to contained silver and gold reserves and 56% increase in~~lead measured and indicated mineralized material ~~at Palmarejo, promising~~of 50%, 45% and 50%, respectively. In 2021, the Company plans to continue evaluating the potential expansion and restart of Silvertip and to release the results ~~from~~of an updated technical report in the ~~La Bavisa~~second half of the year.
	MONETIZATION OF NON-CORE ASSETS			►			We opportunistically monetized our remaining shares of Metalla Royalty & Streaming Ltd. during the course of the year, resulting in net proceeds of approximately $28.8 million, representing a $19.3 million and ~~Zapata veins~~203% gain on the shares sold during 2020, which were acquired as consideration for the sale of certain non-core assets in 2017.

(1)	Exploration investment includes expensed and ~~discovery of several additional veins; and~~capitalized exploration.

(2)	Year-end 2020 reserves and mineralized material as published by Coeur on February 17, 2021.

TABLE OF CONTENTS

○

~~71% increase in measured~~

Alignment of 2020 Compensation

As highlighted below, the results of our executive compensation programs for 2020 and ~~indicated mineralized material at Rochester.~~

~~Alignment of 2017 Compensation~~

As highlighted below our 2017 executive compensation programs were aligned with our operational and financial performance and stockholder returns. One-year total stockholder return (“TSR”) in 2017 was negative, but given the 267% peer-leading one-year TSR in 2016, two-year TSR was still 70%, and three-year TSR was 21%, at the 80^th ~~percentile of our peer group.~~

►

~~CEO compensation declined year-over-year from 2016 to 2017, in line with the decline in one-year TSR in 2017;~~

►

~~three-year realized compensation for our CEO was 22% lower than pay reported in the Summary Compensation Table (“SCT”) due primarily to zero or minimal payouts on performance shares for~~ the three-year ~~periods~~period ended December 31, ~~2015~~2020 were aligned with our operational and ~~2016 driven~~financial performance and stockholder returns.

Strong performance from gold operations, improvements in safety and environmental performance, exploration success and solid gold and silver unit costs drove a 121% corporate AIP score and 51% payout for three-year PSUs

				2020 Performance			2020 Compensation Result
	Actual Pay Compared to Target			► Strong gold production and costs were partially offset by ~~a weaker metals price environment~~lower production and ~~the resulting impact on TSR~~higher costs at our Rochester mine in Nevada, while health and ~~performance under internal performance share metrics;~~

►

~~three-year CEO realizable pay was 35% higher than SCT pay reflecting alignment with strengthening three-year TSR and the value of unvested equity awards at year-end 2017;~~

►

~~the 2015 performance share award paid out at 150% of overall target based on maximum~~safety performance on ~~two of three measures:~~

○

~~three-year TSR relative to peers for the 2015-2017 performance period was very strong at the 80~~^th ~~percentile, resulting in a 200% of target payout of performance shares tied to relative TSR performance (representing 50% of performance share opportunity awarded in early 2015);~~

○

operating cash flow (“OCF”) per share increased by 121.5% over the 2015-2017 performance period resulting in a 200% of target payout of performance shares tied to OCF per share (representing 25% of performance share opportunity awarded in early 2015); and

○	~~the remaining 25% of 2015 performance shares were tied to growth~~key metrics exceeded targets; significant exploration success drove increases in reserves and ~~other~~mineralized material 38% increase in stock price during the 2018 to 2020 performance period.		► 2020 Corporate AIP score of 121% of target ► Three-year PSUs paid out at 51% of target ► Actual three-year performance-linked compensation for the CEO was 18% higher than target, aligned with the 38% increase in our stock price
LTIP – Performance Shares		► Below-target overall performance		► 51% overall payout of PSU award for the 2018-2020 performance period:
		► 0.26% increase in reserves and measured and indicated mineralized material per share from continuing operations of during the 2018-2020 performance period		► 101% payout of PSUs linked to growth of reserves and ~~resulted in zero payout based on achievement~~measured and indicated mineralized material per share from continuing operations (50% weighting)
		► Despite increasing OCF during the performance period, three-year OCF per share growth was below threshold due primarily to ~~the issuance~~issuances of shares ~~over~~during the period including for financing transactions and acquisitions that have not yet generated cash flow because they are development properties		► Zero payout of PSUs linked to three-year ~~period as part of initatives to strengthen our balance sheet and as consideration for accretive acquisitions; and~~OCF per share (50% weighting)

	►			►~~strong Company~~ Relative TSR performance ~~against strategic annual objectives resulted~~ in ~~above-target 134% performance under~~ the ~~corporate component~~third quartile			► No TSR modifier impact
	LTIP – Restricted Shares			► 28% one-year stock price increase in 2020			► Restricted shares granted in 2020 constituted 40% of the ~~AIP and above-target payouts~~total LTIP award to ~~NEOs; however, due~~NEOs. These shares will vest over three years, subject to ~~negative one-year TSR in 2017, in accordance~~continuing employment, with ~~the Company’s compensation philosophy and policies, the individual components of NEO payouts were capped at 100% and paid out in the range of 90-95%.~~realized value aligned with long-term stockholder value creation

TABLE OF CONTENTS

~~CD&A Summary~~

	2020 Performance	2020 Compensation Result
AIP	► Strong operational performance, particularly in light of COVID-related challenges, resulted in better-than-target performance for gold production and gold unit costs	► 121% overall payout of portion of AIP tied to strategic corporate annual objectives
	► Above target performance for employee and contractor safety incident rate and a 52% reduction in permit discharge exceedances	► 200% and 126% payout, respectively, for AIP metrics tied to environmental and safety performance
	► Gold production of 105% of target and gold and silver unit costs at 97% and 100% of target, respectively	► 200%, 130% and 100% payout, respectively, for gold production, gold CAS and silver CAS
	► Adjusted EBITDA performance at 98% of target due to strong gold production and gold and silver unit costs, partially offset by below-target silver production	► 95% payout for adjusted EBITDA
	► Below target silver productiondue primarily to underperformance at Rochester	► Zero payout for silver production

TABLE OF CONTENTS

Our Executive Compensation ~~Philosophy and~~ ~~Objectives~~

Program

Our ~~Compensation~~CLD Committee continues to drive strong pay-for-performance alignment in our executive compensation program and ties a substantial portion of executive compensation to the achievement of annual and long-term strategic objectives. The objectives of our executive compensation program are to (i) drive performance against critical strategic goals designed to create long-term stockholder value and (ii) pay our executives at a level and in a manner that attracts, motivates and retains top executive talent. As described ~~in “Stockholder Outreach”,~~below, we seek to continuously refine and improve our executive compensation program and practices to ensure consistency with this philosophy.

~~Our Executive Compensation Practices~~

~~Below is a summary of compensation practices we have adopted and practices we avoid because we believe they are not aligned with our executive compensation and corporate governance principles.~~

✔►

Pay for performance with strong alignment of realized pay to TSR

✘

►

No hedging Coeur stock

►

No pledging Coeur stock

►

Proactive stockholder outreach with meaningful compensation program changes made based on feedback

►

No excise tax gross-ups, tax gross-ups on perquisites or tax gross-ups applicable to change-in-control and severance payments

✔

~~Proactive stockholder outreach with meaningful compensation program changes made based on feedback~~

✘

~~No hedging Coeur stock~~

✔►

AIP metrics drive stockholder value, with rigorous goals tied to Board-approved budget and safety and environmental objectives

✘

►

No ~~pledging~~holding Coeur stock in margin accounts

✔

►

No employment contracts for NEOs other than CEO

►

Majority of equity compensation in the form of performance shares with three-year cliff vesting tied to ~~relative TSR and~~ rigorous value-driving internal performance metrics, with relative TSR as a modifier

✘

~~No holding Coeur stock in margin accounts~~

✔►

~~Majority of compensation “at-risk”~~

✘

~~No employment contracts for NEOs other than CEO~~

✔

~~Independent compensation consultant~~

✘

No re-pricing of stock options or SARs without stockholder approval

✔

~~Modest perquisites~~

✘

~~No guaranteed bonuses for NEOs~~

✔

~~“Double trigger” equity acceleration upon a change-in-control~~►

✘

No “single trigger” cash severance based solely upon a change-in-control of the company

✔►

Majority of compensation “at-risk”

►

Independent compensation consultant

►

Modest perquisites

►

“Double trigger” equity acceleration upon a change-in-control

►

Stock ownership guidelines for our directors and executive officers, including 6x base salary for CEO

✔

~~Clawback policy~~

✔►

Clawback policy covering both financial restatements and misconduct

►

Annual stockholder “say on pay” vote

~~Elements of Coeur’s Executive Compensation Program~~

~~In 2017, the mix of the components of our executive compensation program were as follows:~~

~~Direct Compensation Elements~~

Direct Compensation
Component
Performance
Based
Not-
Performance
Based
Value
Linked to
Stock Price
Value Not
Linked to
Stock Price
% of CEO
Pay
% of NEO
Pay
(Average)
Base Salary

✔

✔

20
%

26
%
Annual Incentive Plan

✔

✔

20
%

18
%
Long-Term Restricted Stock

✔

✔

24
%

22
%
Internal Metric-Based Performance Shares

✔

✔

18
%

17
%
TSR-Based Performance Shares

✔

✔

18
%

17
%

~~TABLE OF CONTENTS~~

~~CD&A Summary~~

~~A substantial majority of executive compensation is variable and “at risk”, demonstrating our strong pay-for-performance alignment.~~

CEO Variable and “At Risk”
Compensation
NEO Variable and “At Risk”
Compensation (excluding CEO)
Coeur
Peer Group
Average
Coeur
Average
Peer Group
Average
80%

80
%

74
%

73
%

~~The variable components of our 2017 executive compensation program are aligned with our strategic objectives and purpose statement.~~

~~PROTECT~~	~~Zero fatalities~~ ~~TRIFR~~⁽¹⁾ ~~% reduction~~	~~AIP 15%~~
~~No NOVs~~⁽²⁾ ~~% reduction in reportable spills~~		~~AIP 15%~~
~~DEVELOP~~	~~Three-Year Growth in Reserves~~ ~~and Measured & Indicated~~M~~ineralized~~ M~~aterial~~/~~Share~~	~~PSUs~~⁽³⁾ ~~25%~~
~~DELIVER~~	~~All-in Sustaining Costs~~ ~~Cash Flow~~ ~~Three-Year Growth in Operating~~ ~~Cash Flow~~ ~~(“OCF”)~~~~/Share~~ ~~Relative Total Stockholder Return~~	~~AIP 60%~~ ~~PSUs~~ ~~75%~~
~~DELIVER~~	~~Production~~	~~AIP 25%~~

~~(1)~~

~~“TRIFR” means Total Reportable Injury Frequency Rate.~~

~~(2)~~

~~“NOV” means notice of violation of environmental regulations for actions by Coeur that caused or created the potential for environmental harm.~~

~~(3)~~

~~“PSUs” means performance share units.~~

~~2017 Total Direct Compensation~~

In accordance with our pay-for-performance philosophy and executive compensation objectives, the Compensation Committee established the following target values for the elements of total direct compensation for our NEOs in 2017:

Variable Compensation
Fixed Compensation
Named Executive Officer
Long-Term Equity
Incentives
Annual
Incentives
Total
Variable
Base Salary
Mitchell J. Krebs, President, Chief Executive Officer & Director
$
2,025,000

$
675,000

$
2,700,000

$
675,000

Peter C. Mitchell, Senior Vice President & Chief Financial Officer
$
922,500

$
307,500

$
1,230,000

$
410,000

Frank L. Hanagarne, Jr. Senior Vice President & Chief Operating Officer
$
922,500

$
307,500

$
1,230,000

$
410,000

Casey M. Nault, Senior Vice President, General Counsel & Secretary
$
843,750

$
281,250

$
1,125,000

$
375,000

Hans J. Rasmussen, Senior Vice President, Exploration
$
541,500

$
142,500

$
684,000

$
285,000

~~TABLE OF CONTENTS~~

~~2017 Executive Compensation~~~~– Realized and Realizable Pay~~

Given that a substantial portion of NEO compensation is performance-based and, in the case of our long-term incentive plan (“LTIP”), earned over a multi-year period, we believe it is important to consider the actual pay our NEOs receive as compared to the value of compensation disclosed in the SCT on page 67. SCT pay illustrates the target value of equity awards at the beginning of a year or time period but does not account for the final payout of performance shares, if any, or the effect of a changing stock price on the value of time-vesting restricted stock.

Since awards under the Company’s LTIP do not fully vest until after three years, it can be difficult to assess the link between pay and performance by reviewing the SCT alone. For that reason, we also analyze both realized and realizable pay. Realized pay demonstrates the ~~actual~~ ~~impact on executive pay of changes in our share price during the performance period, and realizable pay measures the compensation value that~~ ~~could~~ ~~be realized by executives over a given time period, including outstanding variable components of pay, and taking into account the change in Company stock price during that time.~~

Realized pay measures the value of compensation received by an individual over a given time period measured as of the dates it is received. Shares of restricted stock that vest during the applicable time period are valued at the date of vesting. Performance shares are valued at the date of payout, if any.

In a realizable pay analysis, unvested restricted shares and performance shares are valued based on Coeur’s closing stock price on the last trading day of 2017, and performance shares are assumed to pay out at target.

~~Realized and realizable pay show strong~~ ~~alignment with TSR~~

The chart on the following page illustrates three-year SCT total compensation compared to three-year realized total compensation and three-year realizable total compensation for our CEO for the 2015-2017 period. The chart demonstrates loss of realized value of variable compensation elements, tracking negative three-year TSR performance for the periods ended 2015 and 2016 and a decreasing stock price. By contrast, strong stock performance since the first quarter of 2016, driven by the successful execution of our multi-year strategic transformation, may result in higher potential compensation results (realizable pay) for the portions of 2015-2017 variable pay components that will vest in 2018-2020.

In the realized pay calculation, the value of restricted stock awarded in prior years and vesting in 2015, 2016 and 2017 was essentially unchanged due to our very low stock price in the first quarter of 2016 when several tranches of CEO restricted stock vested, offset by CEO vestings in 2017 at a higher stock price following 267% TSR during 2016. The realized pay calculation also reflects a loss of 93.7% of the value of the CEO’s performance shares due to forfeiture of almost all of them for the three-year performance periods ended in 2014, 2015 and 2016 and which would have paid out during 2015, 2016 and 2017, caused primarily by weak metals prices and our historical higher cost structure, which we have now significantly improved. There was zero payout for performance shares in 2016 and 2015 for the 2013-2015 and 2012-2014 performance periods, respectively, partially offset by a limited payout of 23% of target in 2017 of performance shares for the 2014-2016 performance period.

By comparison, the increase in realizable pay at year-end 2017 reflects strong performance by management in executing a multi-year strategic transformation of the Company leading to a strengthening stock price, including peer-group leading 267% TSR performance during 2016, improving three-year TSR (which is tied to 50% of performance shares issued during this period), which was in the 80^th percentile of our peers for 2015-2017, and over 120% improvement in operating cash flow per share (which is tied to 25% of performance shares issued during this period). The multi-year strategic transformation has resulted in stronger safety and environmental performance, significant cost reductions, increased cash flows and metals production through investment in existing operations and acquisitions, identification of higher grade mineral deposits near existing operations, an optimized asset portfolio in jurisdictions with lower political risk, and a strengthened balance sheet.

~~The chart illustrates no differences between the comparisons for salary, cash incentives, or other annual compensation, as these compensation components are paid in cash.~~

~~In summary, the chart below demonstrates:~~

►

~~SCT pay awarded at levels consistent with our compensation philosophy;~~

100% of CEO AIP based on Company goals

►

Realized pay 23% lower than SCT pay, demonstrating alignment with stockholders during a period of time when our stock initially declined and then significantly strengthened as metals prices recovered and the results of our multi-year strategic transformation took hold; and

►

Realizable pay 35% higher than SCT pay reflects the alignment of our compensation program with strengthening TSR and provides our NEOs with appropriate incentives to achieve rigorous performance goals tied to stockholder returns.

~~TABLE OF CONTENTS~~

“Cash Incentives Paid” includes an aggregate of $3,000,000 earned under Mr. Krebs’s supplemental incentive opportunity entered into in 2014 which was satisfied in 2016 and was tied to critical multi-year performance objectives.

~~TABLE OF CONTENTS~~

Executive Compensation Program Philosophy ~~and Elements~~

~~Executive Compensation Program Philosophy~~

Our executive compensation program aligns with our strong ~~pay-for performance~~pay-for-performance philosophy and ties a substantial portion of executive compensation to the achievement of annual and long-term strategic objectives. The objectives of our executive compensation program are to:

►

Drive performance against critical strategic goals designed to create long-term stockholder value

►

Pay our executives at a level and in a manner that attracts, motivates and retains top executive talent

We believe these compensation objectives directly drive achievement of our long-term strategic objectives, including continuous improvement in safety and environmental performance, lowering costs, increasing cash flow, ~~and~~ increasing reserves and ~~measured~~mineralized material and ~~indicated mineralized material.~~

completing major expansion projects on time, on budget and delivering intended results.

We analyze target total direct compensation (base salary, target annual incentive, and target equity award value) ~~between the 50th~~relative to our peers. Specific opportunities are established based on factors such as executive’s scope and ~~75th percentile~~breadth of ~~peers, depending on scope of role,~~roles performed, experience in position, performance and other factors deemed relevant by the ~~Compensation~~CLD Committee. The CLD Committee formally reviews and evaluates every pay action versus the 25th, 50th and 75th percentile of peers, but does not tie individual compensation decisions to specific target percentiles.

TABLE OF CONTENTS

Our compensation program ~~consists of various~~is designed to include multiple elements with varying characteristics which ~~allow~~allows us to retain strong talent and reward performance ~~in achieving~~for achievement of both ~~long-term~~short-term and ~~short-term~~long-term goals. The ~~Compensation~~CLD Committee determines the appropriate mix of these compensation elements in consultation with an independent compensation consultant and with appropriate input from management.

Site leadership and certain members of the corporate management team receive restricted shares under the LTIP that vest over a three-year period, promoting alignment with long-term stockholder value. All employees participate in our AIP or a similar cash incentive program with operational, safety and environmental metrics designed to promote the success of our business and which vary based on the role of the employee:

►	Corporate employees support the goals and objectives of our NEOs and participate in the AIP with the same metrics as our NEOs, along with an individual performance component.

►

Leadership and managers at our operations participate in the AIP, modified to promote the achievement of site-specific goals aligned with overall Company strategy, including the execution of key projects and a significant component tied to safety and environmental performance, with those goals and projects forming part of the Company’s broader comprehensive strategy to create long-term stockholder value.

►	Hourly employees at our operations participate in cash incentive programs designed to drive achievement of core operational performance and site-specific goals, such as production, safety and environmental goals, which are key to our business of producing precious metals safely and responsibly.

Similar to our NEO compensation program, our compensation programs at all levels of the Company are intended to attract and retain talented employees who can drive achievement of our strategic objectives and while supporting our core values and culture. To that end, we regularly benchmark with industry peers and, where appropriate, the general market, to ensure we are offering competitive compensation and appropriate premiums for remote and camp assignments in line with industry standards.

2020 Direct Compensation Elements

Base salary

►

Provide a fixed base pay for performance of core job responsibilities

►

Initial levels and annual adjustments are based on positioning relative to the market and experience of the executive

►

Attract and retain highly skilled individuals

AIP

►

Performance-based and “at risk”

►

Cash payments based on Company and individual performance, with a high percentage weighted on Company performance (100% in the case of the CEO)

►

Drive achievement of annual Company financial, operational, environmental and safety goals and, for NEOs other than the CEO, individual executive performance and development goals

LTIP

►

Performance-based and “at risk”

►

Mix of 60% performance shares and 40% time vesting restricted stock

►

Align executive and stockholder interests, drive the creation of long-term stockholder value, attract and retain talented executives

►

Restricted stock vests ratably over three years

►

Performance shares cliff-vest after a three-year performance period, based on growth in reserves and mineralized material, return on invested capital, and achievement of critical milestones related to two major expansion projects

TABLE OF CONTENTS

~~In addition, our~~

A substantial majority of the components of the 2020 executive compensation program ~~promotes~~is variable and is“at risk”, demonstrating our strong pay-for-performance alignment.

Base Salary

●

19%

25%

Fixed

Annual Incentive Plan

●

24%

22%

Variable

and “at

risk”

Restricted Stock

●

23%

21%

Three-Year PSUs

●

34%

32%

The variable components of our 2020 executive compensation program are also aligned with our strategic objectives and purpose ~~statement:~~ ~~We Pursue a Higher Standard~~.

statement.

PROTECT	► ~~Protect~~	We are focused on safeguarding the safety and health of our employees and ~~preserving~~protecting the ~~environment~~environments where we operate.	TRIFR % Reduction	AIP 20%
PROTECT	► ~~Protect~~	Our AIP rewards outstanding health, safety and environmental performance to reflect this commitment.	% Reduction in Permit Discharge Exceedances	AIP 20%
DEVELOP	►~~Develop~~	We endeavor to develop quality resources, grow and enhance our assets, pursue new opportunities, develop and grow our people, and build a solid technical foundation.	Three-Year Growth in Reserves and Mineralized Material	PSUs⁽¹⁾ 35%
		Our LTIP award structure drives performance against these goals by tying a portion of our performance shares to increases in our reserves and ~~measured and indicated~~other mineralized material, whether at our existing operations or through the acquisition of new properties and assets, and ~~on a per share basis~~ to ~~reward growth only if it is accretive to stockholders.~~ completing key capital projects on-time and on-budget.	Achievement of Milestones for Strategically Critical Long-Term Projects⁽²⁾ (New)	PSUs⁽¹⁾ 30%
		Our AIP encourages development of our executives and employees by rewarding exemplary individual performance and growth.	Individual Component of AIP, except CEO	Varies by NEO
DELIVER	► ~~Deliver~~	We strive to deliver impactful results through teamwork and act with integrity.	Costs Applicable to Sales & Adjusted EBITDA	AIP 55%
		Both our AIP and LTIP reward achievement of operational and financial objectives and creation of long-term stockholder value, ~~including by incentivizing increases in OCF per share~~tying payouts to achieving production, cost and ~~outperforming peers in TSR, while our~~adjusted EBITDA targets, and effectively deploying capital.	Three-Year Return on Invested Capital (New)	PSUs⁽¹⁾ 35%
		Our clawback policy ~~ensures that~~holds our executives accountable to act with integrity and in accordance with applicable laws in achieving the goals linked to our compensation programs.	Production	AIP 25%

(1)	The three internal performance share metrics are subject to a relative TSR modifier that adjusts payouts +/- 25% for top or bottom quartile performance compared to peers.

(2)	Tied to achievement of Rochester and Silvertip expansion projects (split 20% Rochester and 10% Silvertip) and year-end 2022 net asset values for Rochester and Silvertip.

TABLE OF CONTENTS

~~Executive~~

2020 Total Direct Compensation ~~Program Elements~~

~~Our executive compensation program consists of the following key elements of total direct compensation.~~

Targets

	Fixed Compensation	Variable Compensation
Named Executive Officer	Base Salary	Long-Term Equity Incentives	Annual Incentives	Total Variable
Mitchell J. Krebs, President, Chief Executive Officer & Director	$725,000	$2,175,000	$906,250	$3,081,250
Thomas S. Whelan, Senior Vice President & Chief Financial Officer⁽¹⁾	$375,000	$787,500	$375,000	$1,162,500
Casey M. Nault, Senior Vice President, General Counsel & Secretary	$375,000	$843,750	$375,000	$1,218,750
Michael Routledge, Senior Vice President & Chief Operating Officer⁽²⁾	$375,000	$843,750	$375,000	$1,218,750
Terrence F. Smith, Senior Vice President & Chief Development Officer	$350,000	$665,000	$262,500	$927,500
Hans J. Rasmussen, Senior Vice President, Exploration	$325,000	$617,500	$243,750	$861,250

~~Compensation~~(1) ~~Component~~	~~Objective~~	~~Key Features~~
~~Base salary~~	►	~~Provide a fixed base pay for performance of core job responsibilities~~	►	~~Initial levels and annual adjustments are~~2020 LTIP grants to NEOs were calculated based on ~~positioning relative~~NEO base salary at the date of grant. Mr. Whelan received a mid-year base salary increase to ~~the market and experience of the executive~~ $375,000.

(2)	►	~~Attract~~Mr. Routledge was hired and ~~retain highly skilled individuals~~
~~Annual incentives~~	►	~~Performance-based~~became a NEO on June 1, 2020. Target base salary and ~~“at risk”~~	►	~~Cash payments based~~AIP are annualized. Actual base salary and AIP paid pro-rated to employment start date. See the Summary Compensation Table on ~~Company and individual performance, with a high percentage weighted on Company performance (100% in the case of the CEO). Individual performance component capped at 100% if one-year TSR is negative~~
	►	~~Drive achievement of annual Company financial and operational goals and,~~page 80 for ~~NEOs other than the CEO, individual executive goals~~
~~Long-term equity~~ ~~incentives~~	►	~~Performance-based and “at risk”~~	►	~~Mix of 60% performance shares and 40% time-vesting restricted stock~~
	►	~~Align executive and stockholder interests, drive the creation of long-term stockholder value, attract and retain talented executives~~	►
			►	~~Restricted stock vests ratably over three years~~
			►	Performance shares cliff-vest after a three-year performance period, based on relative TSR, growth in reserves and measured and indicated mineralized material per share, and growth in operating cash flow per sharemore details.

Results of ~~2017~~2020 Stockholder Advisory Vote on Executive Compensation

At our ~~2017~~2020 Annual Meeting, we received support from ~~97.4%~~over 93% of votes cast on the Company’s ~~“Say on Pay”~~“say-on-pay” proposal, the fourth straight year in which we received at least 90% support for the “say-on-pay” proposal. We believe this high level of support reflects ~~strong performance in executing our multi-year strategic transformation of the Company,~~ an understanding by our stockholders of how our executive compensation practices are aligned with creation of long-term stockholder value, and the changes that our ~~Compensation~~CLD Committee has made to our executive compensation practices in recent years in ~~response to~~alignment with stockholder feedback. Our ~~Compensation~~CLD Committee ~~took the 2017 Say on Pay~~considered our 2020 “say-on-pay” proposal result ~~into account in making subsequent decisions about our~~as part of the overall context for its 2020 executive compensation ~~programs as~~decisions.

Select Compensation Program Changes for 2020 and 2021

Two new performance share metrics were introduced for the 2020 LTIP award: three-year ROIC and achievement of milestones related to the Rochester and Silvertip expansion projects, which are both strategically critical long-term projects. The 2020 LTIP awards also include shares of restricted stock and performance shares tied to growth in reserves and mineralized material. Each element of the 2020 LTIP award is described in ~~further~~greater detail below.

~~Stockholder Outreach~~

In the fall of 2017, we proactively reached out to stockholders holding 0.2% or more of our shares, representing in total approximately 64% of our aggregate outstanding shares (as of June 30, 2017), and engaged with all who responded to our invitation to discuss corporate governance and executive compensation matters. This led to focused discussions between senior executives and the stockholders who accepted our invitation, which gave us valuable feedback on key issues and specific elements of our programs.

Also in 2017, we conducted meetings and conference calls with investors and analysts, participated in invitation-only investment conferences, and hosted the 2017 Annual Stockholders’ Meeting. In total in 2017, management conducted 14 presentations, held 145 one-on-one and group meetings with investors, and hosted 6 conference calls with investors and analysts allowing for questions and answers with management. In addition, the Company responded to questions from investors and analysts by telephone and email throughout the year.

~~We listen to our stockholders and consider their feedback when making decisions about our executive compensation program.~~ The 2017 executive compensation program incorporated several significant changes made over the past several years in response to stockholder feedback. In 2017, we were encouraged by receiving strong positive feedback from stockholders about our compensation program, particularly the inclusion of health, safety and environmental components in our AIP, and measuring the internal metrics under our2021 performance share ~~program on a per share basis. Therefore, we did not make any~~award similarly will be allocated among each of three-year ROIC, three-year growth in reserves and mineralized material, achievement of POA 11 milestones at Rochester and Silvertip expansion and re-start milestones. 2021 AIP will consist of the same components as 2020 except for the environmental component which will measure both decrease in significant ~~changes to our executive compensation program~~spills and decrease in ~~2017, but we seek to continuously refine and improve our executive compensation program and practices, including the notable changes for 2018 described below.~~

permit discharge exceedances.

	2020	2021
AIP	► Safety and environmental components increased to 20% of total corporate AIP ► Environmental component measured decrease in permit discharge exceedances	► Environmental component will reward decreases in both permit discharge exceedances and significant spills
LTIP	Performance share award composed of: ► 35% - Three-year ROIC ► 35% - Three-year growth in reserves and mineralized material ► 20% - Achievement of milestones linked to POA 11 expansion ► 10% - Achievement of milestones linked to Silvertip restart/expansion TSR modifier (+/- 25%) for top or bottom quartile TSR performance relative to peers	► Performance share award composed of: ► Three-year ROIC ► Three-year growth in reserves and mineralized material ► Achievement of milestones linked to POA 11 expansion ► Achievement of milestones linked to Silvertip restart/expansion TSR modifier (+/- 25%) for top or bottom quartile TSR performance relative to peers

TABLE OF CONTENTS

~~Select Compensation Program Changes for 2018~~

2017
2018
PEER GROUP
►   Peer group contained a mix of precious metals
    companies, diversified mining companies and
    companies from other related industries, including
    steel and aluminum

►   Allowed inclusion of additional US-listed
     companies in industries not directly related to
   Coeur’s (such as steel, aluminum and diversified
   metals) since many precious metals mining
   companies are listed in Canada
►   Peer group consists solely of precious metals
   companies

►   More relevant to Coeur’s business and anticipated    to lead to more consistency in the population of
   the peer group from year to year
LTIP
►   Three components:

      ►   three-year relative TSR vs. peer group (50%          weighting, 150% maximum payout)

      ►   three-year growth in OCF per share (25%          weighting, 200% maximum payout)

      ►   three-year growth in reserves and measured          and indicated mineralized material per share          (25% weighting, 200% maximum payout)
►   Streamline to two internal measures that drive
   creation of long-term stockholder value:

      ►   three-year growth in OCF per share (50%
         weighting, 200% maximum payout)

      ►   three-year growth in reserves and measured
         and indicated mineralized material per share
         (50%weighting, 200% maximum payout)

►   TSR modifier with potential to increase or reduce
   the results from the above two components by
   + / - 25% for top / bottom quartile relative TSR
   performance (total maximum payout potential of
   250%)

Competitive Market Assessment

The ~~Compensation~~CLD Committee annually reviews the compensation of executives relative to the competitive market, based on assessments prepared by its independent compensation consultant. In preparing this assessment, ~~the~~our compensation consultant analyzes publicly disclosed compensation data from our peer group (see “Peer ~~Groups”~~Group” below). The consultant also uses specific industry surveys as a supplement to proxy research. Management, together with the consultant, assists the Committee by providing data, analyses and recommendations regarding the Company’s executive compensation practices and policies.

2020 Peer ~~Groups~~

Group

The ~~Compensation~~CLD Committee establishes peer groups to help make executive pay decisions and to measure TSR against our competitors. ~~For 2018 our~~Our peer group ~~consists~~for 2020 is listed below and consisted solely of precious metals ~~peers~~and mining companies with revenues generally between 0.3 and 3.0 times our revenues which are predominately headquartered in North America.

~~TABLE OF CONTENTS~~

~~2017 Peer Group~~

For 2017, the Compensation Committee considered how best to structure peer groups for both relative TSR performance (discussed below in the section “Performance Shares”) and compensation benchmarking. The most relevant companies for comparing relative TSR performance are predominately Canadian. However, for 2017 and prior years we included a variety of similarly sized U.S.-based diversified metals and mining companies for U.S. compensation benchmarking purposes. Accordingly, for 2017, the Compensation Committee identified the peer group below, with revenue and market capitalization statistics presented as of the most recently issued proxy statements (or Canadian equivalents):

2017 Peer Company
Revenue*
($ millions)
Market Cap*
($ millions)
Corporate
Headquarters
Industry
Agnico-Eagle Mines Ltd.
$
2,138

9,356

Canada
Precious Metals & Mining
Alamos Gold Inc.
$
482

$
1,868

Canada
Precious Metals & Mining
B2Gold Corp.
$
683

$
2,303

Canada
Precious Metals & Mining
Centerra Gold
$
761

$
1,384

Canada
Precious Metals & Mining
Century Aluminum Company
$
1,319

$
745

US
Aluminum
Compass Minerals International Inc.
$
1,138

$
2,647

US
Diversified Metals & Mining
First Majestic Silver Corp.
$
278

$
1,273

Canada
Precious Metals & Mining
Hecla Mining Co.
$
646

$
2,071

US
Precious Metals & Mining
Hochschild Mining
$
688

$
1,430

UK
Precious Metals & Mining
IAMGOLD Corporation
$
987

$
1,778

Canada
Precious Metals & Mining
Kaiser Aluminum Corp.
$
1,331

$
1,391

US
Aluminum
Materion Corp.
$
969

$
790

US
Diversified Metals & Mining
New Gold Inc.
$
684

$
1,825

Canada
Precious Metals & Mining
OceanaGold Corporation
$
629

$
1,804

Australia
Precious Metals & Mining
Pan American Silver Corp.
$
775

$
2,328

Canada
Precious Metals & Mining
Primero Mining Corp.
$
219

$
151

Canada
Precious Metals & Mining
Royal Gold Inc.
$
360

$
4,703

US
Precious Metals & Mining
SSR Mining Inc.
$
491

$
1,083

Canada
Precious Metals & Mining
Stillwater Mining Co.
$
711

$
1,849

US
Diversified Metals & Mining
Suncoke Energy, Inc.
$
1,223

$
728

US
Steel
Tahoe Resources Inc.
$
785

$
2,972

US
Precious Metals & Mining
TimkenSteel Corporation
$
870

$
685

US
Steel
U.S. Silica Holdings, Inc.
$
560

$
4,514

US
Silica
Median:
$
711

$
1,804

Revenue*
($ millions)
Market Cap*
($ millions)

Industry
Coeur Mining, Inc.
$
666

$
1,645

US
Precious Metals & Mining

2020 Peer Company	Revenue⁽¹⁾ ($ millions)	Market Cap⁽¹⁾ ($ millions)	Corporate Headquarters
Agnico-Eagle Mines Ltd.	2,495	14,731	Canada
Alamos Gold Inc.	683	3,062	Canada
B2Gold Corp.	1,156	5,346	Canada
Centerra Gold	1,375	3,033	Canada
Detour Gold Corporation⁽²⁾	842	4,460	Canada
Eldorado Gold Corporation	618	1,653	Canada
First Majestic Silver Corp.	364	3,262	Canada
Hecla Mining Co.	673	1,716	United States
Hochschild Mining	756	934	United Kingdom
IAMGOLD Corporation	1,065	2,270	Canada
New Gold Inc.	631	774	Canada
OceanaGold Corporation	651	1,587	Australia
Pan American Silver Corp.	1,351	6,448	Canada
Royal Gold Inc.	419	8,019	United States
SSR Mining Inc.	607	3,073	Canada
Tahoe Resources Inc.⁽³⁾	N/A	N/A	United States
Yamana Gold Inc.	1,612	4,885	Canada
Median:	719	3,068

				Revenue⁽¹⁾ ($ millions)			Market Cap⁽¹⁾ ($ millions)			Corporate Headquarters
	Coeur Mining, Inc.			712			1,943			United States

*(1)

Revenues are for the ~~2016~~2019 fiscal year. Market cap is calculated as of December 31, 2019 based on the outstanding shares for each peer publicly disclosed as of the date of ~~filing of each company’s proxy statement or home country equivalent filed~~calculation.

(2)	Acquired in ~~2017.~~2020 by Kirkland Lake Gold Ltd.

For 2017, as in recent years, the Compensation Committee determined that it would use a subset of the full peer group consisting of precious metals and mining companies shown in the table below, plus Newmont Mining Corporation, a U.S.-based major gold producer, only for TSR benchmarking, which the Compensation Committee believes represents the most relevant industry peer group for measuring relative TSR for purposes of performance share awards since our stock price is not impacted by the same market forces as the stock of producers of steel, aluminum and other commodities included in the full 2017 peer group. The TSR peer group is composed of other precious metals mining companies which, like Coeur, see their stock prices significantly impacted by changes in prices of gold and silver.

(3)	Acquired in 2019 by Pan American Silver Corp.

TABLE OF CONTENTS

2017 TSR Peer Company
Revenue*
($ millions)
Market Cap*
($ millions)
Corporate Headquarters
Agnico-Eagle Mines Ltd.
$
2,138

$
9,356

Canada
Alamos Gold Inc.
$
482

$
1,868

Canada
B2Gold Corp
$
683

$
2,303

Canada
Centerra Gold
$
761

$
1,384

Canada
First Majestic Silver Corp.
$
278

$
1,273

Canada
Hecla Mining Co.
$
646

$
2,071

US
Hochschild Mining
$
688

$
1,430

UK
IAMGOLD Corporation
$
987

$
1,778

Canada
New Gold Inc.
$
684

$
1,825

Canada
Newmont Mining Corp.
$
6,711

$
18,083

US
OceanaGold
$
629

$
1,804

Australia
Pan American Silver Corp.
$
775

$
2,328

Canada
Primero Mining Corp.
$
219

$
151

Canada
Royal Gold Inc.
$
360

$
4,703

US
SSR Mining Inc.
$
491

$
1,083

Canada
Stillwater Mining Co.
$
711

$
1,849

US
Tahoe Resources Inc.
$
785

$
2,972

US
Median:
$
683

$
1,825

2020 Executive Compensation – Actual Pay Compared to Target

Revenue*
($ millions)
Market Cap*
($ millions)

Coeur Mining, Inc.
$
666

$
1,645

US

Our NEO compensation program is structurally designed to be a strong performance-based program. In the case of the CEO, 81% of his target compensation is performance-based or “at-risk”, and only 19% is fixed, delivered through base salary.

~~Revenues are for the 2016 fiscal year. Market cap is as publicly disclosed as of the date of filing of each company’s proxy statement or home country equivalent filed in 2017.~~

To manage the performance-based and “at-risk” compensation program, which includes AIP, PSUs and restricted stock, we evaluate NEO compensation by examining the target value of compensation (the value on date of grant) and the actual value received (the value on date of receipt by the NEO). We believe that by understanding each of these values in relation to Company performance, we can establish and verify a strong pay-for-performance relationship that is both motivational and retentive.

~~2018 Peer Group~~

~~Starting~~

Target Value. The three-year target value for performance and “at-risk” elements is equal to (1) the 2018-2020 target annual incentive, plus (2) the grant date target value of PSUs for the 2018-2020 performance period, plus (3) target value of restricted stock granted in 2018, ~~Coeur will use a single peer group comprised solely~~2019 and 2020. This is shown in the bar chart below. The CEO’s target value of ~~precious metals companies~~compensation for “at-risk” and performance-based elements was $6,298,750 for the 2018-2020 performance period.

Actual Value. The three-year actual value is equal to (1) the 2018-2020 actual annual incentive earned, plus (2) the value of the PSUs for the 2018-2020 performance period that paid out in early 2021, valued as of December 31, 2020, the last date of the performance period, plus (3) the value of restricted stock granted in 2018, 2019 and 2020, valued as of December 31, 2020, including shares not yet vested. The CEO’s actual value of compensation ~~benchmarking~~from performance-based and ~~relative TSR performance:~~

2018 Peer Company
Revenue*
($ millions)
Market Cap*
($ millions)
Corporate
Headquarters
Industry
Agnico-Eagle Mines Ltd.
$
2,138

$
9,356

Canada
Precious Metals & Mining
Alamos Gold Inc.
$
482

$
1,868

Canada
Precious Metals & Mining
B2Gold Corp.
$
683

$
2,303

Canada
Precious Metals & Mining
Centerra Gold
$
761

$
1,384

Canada
Precious Metals & Mining
Detour Gold Corporation
$
658

$
2,619

Canada
Precious Metals & Mining
Eldorado Gold Corporation
$
389

$
2,135

Canada
Precious Metals & Mining
First Majestic Silver Corp.
$
278

$
1,273

Canada
Precious Metals & Mining
Hecla Mining Co.
$
646

$
2,071

US
Precious Metals & Mining
Hochschild Mining
$
688

$
1,430

UK
Precious Metals & Mining
IAMGOLD Corporation
$
987

$
1,778

Canada
Precious Metals & Mining
New Gold Inc.
$
684

$
1,825

Canada
Precious Metals & Mining
OceanaGold Corporation
$
629

$
1,804

Australia
Precious Metals & Mining
Pan American Silver Corp.
$
775

$
2,328

Canada
Precious Metals & Mining
Royal Gold Inc.
$
360

$
4,703

US
Precious Metals & Mining

“at-risk” elements was $7,414,494, 18% higher than the target value. The chart does not include base salary since it is not variable, “at-risk” or performance-based.

Alignment with Performance. During the three-year 2018-2020 period, our CEO received 18% higher than target for performance-based “at-risk” elements of our compensation program. During this same period, our stock price increased by 38%. We believe this demonstrates alignment of pay and performance.

TABLE OF CONTENTS

2018 Peer Company
Revenue*
($ millions)
Market Cap*
($ millions)
Corporate
Headquarters
Industry
SSR Mining Inc.
$
491

$
1,083

Canada
Precious Metals & Mining
Tahoe Resources Inc.
$
785

$
2,972

US
Precious Metals & Mining
Yamana Gold Inc.
$
1,788

$
2,636

Canada
Precious Metals & Mining
Median:
$
683

$
2,071

Revenue*
(millions)
Market Cap*
($ millions)
Corporate
Headquarters
Industry
Coeur Mining, Inc.
$
666

$
1,645

US

Precious Metals & Mining

~~Revenues are for the 2016 fiscal year. Market cap is as publicly disclosed as of the date of filing of each company’s proxy statement or home country equivalent filed in 2017.~~

~~2017~~2020 Executive Compensation Results

~~2017~~

2020 NEO Performance & Compensation

~~Base Salary~~

Base Salary

Market and internal pay equity-driven salary increases for certain NEOs

The ~~Compensation~~CLD Committee approved the following base salaries for ~~2017. Mr. Krebs received a modest salary increase after not receiving an increase~~2020, with the increases driven by market data in ~~salary the previous three years. Messrs. Mitchell and Hanagarne also received modest salary increases, their first salary increases since 2013 and 2014, respectively.~~

alignment with our compensation philosophy.

Named Executive Officer	2020 Base Salary	2019 Base Salary	Percentage Increase
Mitchell J. Krebs, President, Chief Executive Officer & Director	$725,000	$675,000	7.4%
Thomas S. Whelan, Senior Vice President & Chief Financial Officer	$375,000	$330,000	13.6%
Casey M. Nault, Senior Vice President, General Counsel & Secretary	$375,000	$375,000	0%
Michael Routledge, Senior Vice President & Chief Operating Officer	$375,000	N/A⁽¹⁾	N/A
Terrence F. Smith, Senior Vice President & Chief Development Officer	$350,000	$293,750	19.1%
Hans J. Rasmussen, Senior Vice President, Exploration	$325,000	$300,000	8.3%

(1)	Mr. Routledge was hired and became a NEO on June 1, 2020.

~~Modest or no base salary increases for NEOs~~Annual Incentive Plan

2020 AIP: Target Levels Consistent with Market and Experience in ~~2017~~

Role

Named Executive Officer
2017
Base Salary
2016
Base Salary
Percentage
Increase
Mitchell J. Krebs, President, Chief Executive Officer & Director
$
675,000

$
650,000

3.8
%
Peter C. Mitchell, Senior Vice President & Chief Financial Officer
$
410,000

$
400,000

2.5
%
Frank L. Hanagarne, Jr. Senior Vice President & Chief Operating Officer
$
410,000

$
400,000

2.5
%
Casey M. Nault, Senior Vice President, General Counsel & Secretary
$
375,000

$
375,000

N/A

Hans J. Rasmussen, Senior Vice President, Exploration
$
285,000

$
285,000

N/A

~~Annual Incentive Plan~~

Our AIP is designed to drive creation of stockholder value through achievement of annual financial and operational goals. We also reward executives other than the CEO for the achievement of individual goals within their functional areas, living up to our values and showing their commitment to our purpose statement: We Pursue a Higher ~~Standard.~~

Standard.

~~2017 AIP: AIP target %’s generally in line with or below~~~~median~~

AIP Target Opportunities

Under our AIP, each executive has a target award opportunity expressed as a percentage of base salary established at the beginning of each year. ~~2017~~2020 target award opportunities ~~are shown below and~~ were determined based on desired market positioning, the individual executive’s role, scope of responsibility and ability to impact our performance.

Named Executive Officer	Target AIP Opportunity (% of Salary)		Reason for YOY Change
Named Executive Officer	2020	2019	Reason for YOY Change
Mitchell J. Krebs	125%	125%	N/A
Thomas S. Whelan	100%	75%	More closely align with other executive officers
Casey M. Nault	100%	100%	N/A
Michael Routledge⁽¹⁾	100%	N/A	N/A
Terrence F. Smith	75%	60%	More closely align with other executive officers
Hans J. Rasmussen	75%	75%	N/A

(1)	~~2017 Target AIP~~ ~~Opportunity~~ ~~(% of Salary)~~
~~Named Executive Officer~~
~~Mitchell J. Krebs~~		~~100~~	%
~~Peter C. Mitchell~~		75	%
~~Frank L. Hanagarne, Jr.~~		75	%
~~Casey M. Nault~~		75	%
~~Hans J. Rasmussen~~		50	% Mr. Routledge was hired and became a NEO on June 1, 2020.

~~TABLE OF CONTENTS~~

Actual awards can range from 0% to 200% of the target award, based on our Company performance relative to corporate AIP objectives and the performance of each individual executive ~~other~~(other than the ~~CEO~~CEO) relative to individual goals. The CEO’s AIP opportunity is based 100% on corporate objectives. ~~Individual~~Because mine plans drive our budgets, and mine plans vary year-to-year in terms of tonnage, grade and other factors, from time to time our performance targets for ~~NEOs~~a given year may be lower than the prior year and may not appear to reflect improvement or increased rigor over the prior year. For example, when a mine plan is ~~capped at 100%~~moving through a lower grade zone, despite strong execution, lower production, higher unit

TABLE OF CONTENTS

costs and lower adjusted EBITDA compared to the prior year may occur. We strive to increase average overall grade over the long-term, but the grades of mineralized material are inherently variable and a life of mine involves mining through zones of higher and lower grade. Our annual goals and targets are designed to reflect year-over-year variances in ~~any year that Company TSR is negative.~~

~~2017~~our mine plans.

2020 Company AIP Performance Measures and Weights

At the beginning of each year the CLD Committee approves AIP performance measures, weightings and targets, along with threshold, target and maximum performance and payout levels, based on the Board-approved budget and internal forecasts. These goals and targets are designed to be rigorous and require strong execution in-line with budget and other critical objectives. After the end of the year, the CLD Committee reviews performance against the goals prior to certifying results and approving payouts. Once the performance measures and goals are set, they are not subject to change for that plan year without the specific approval of the CLD Committee.

The ~~2017~~2020 AIP corporate performance measures complement the measures used for performance share awards in driving achievement of multi-year strategic initiatives directly aligned to the creation of long-term stockholder value. The ~~Compensation~~CLD Committee selected ~~these~~the 2020 AIP metrics shown below based on the following considerations and objectives:

►

Align with our business objectives and strategic priorities;

►

Transparency to investors and executives;

►

Incentivize profitable production growth, not growth for growth’s sake;

►

Balance financial and operational performance; and

►

Reflect our commitment to safe and environmentally responsible operations.

~~2017 AIP metrics, weightings and targets were as follows:~~

Measure
Weight
Minimum⁽¹⁾
Target⁽²⁾
Maximum⁽³⁾
Silver Production (ounces)⁽⁴⁾
25%
≥90% of Target
17,999,262
≥110% of Target
Gold Production (ounces)⁽⁴⁾
≥90% of Target
381,247
≥110% of Target
AISC Per AgEqOz⁽⁵⁾
30%
≤115% of Target
$15.94
≤80% of Target
Operating Cash Flow ⁽⁶⁾
30%
≥80% of Target
$172.30M
≥120% of Target
Safety & Environmental Performance
Employee Fatalities
15%,
Split
Equally
Among
Four
Measures
3.75%
(1) One or more fatalities (0%)
N/A
No fatalities
(200%)
TRIFR⁽⁷⁾ Reduction
3.75%
(2) Maintain TRIFR at 2016 level
Reduce 10% from 2016 level
Reduce 20% from 2016 level
Immediately reportable spills
3.75%
(3) Maintain immediately reportable spills at 2016 level
Reduce 10% from 2016 level
Reduce 20% from
2016 level
NOV⁽⁸⁾
3.75%
(4) One or more NOVs (0%)
N/A
No NOVs (200%)

Gold Production (ounces)

15%

≥90% of Target

325.8K

≥105% of Target

Silver Production (ounces)

10%

≥85% of Target

10.9M

≥107.5% of Target

Gold CAS per ounce⁽²⁾

15%

≤120% of Target

$927

≤90% of Target

Silver CAS per ounce⁽²⁾

10%

≤120% of Target

$11.61

≤90% of Target

Adjusted EBITDA⁽³⁾

30%

≥80% of Target

$242.4M

≥110% of Target

Safety & Environmental Performance

Reduction in Companywide TRIFR⁽⁴⁾

10%

Maintain 2019 performance

7.5% reduction from 2019

≥15% reduction from 2019

Decrease in Permit Discharge Exceedances⁽⁵⁾

10%

No increase in Permit Exceedances from 2019

15% reduction from 2019 level

≥25% reduction from 2019 level

(1)

~~(1)~~

~~“Minimum” means~~Payouts for each measure are 50% for “Minimum”, 100% for “Target” and 200% for “Maximum”. Payouts are interpolated for performance between minimum and maximum. As discussed below, “Target” for gold and silver production and CAS, and for Adjusted EBITDA, was adjusted to exclude budgeted Palmarejo contribution for the ~~minimum performance required for any payout~~second quarter of 2020 due to a Mexican government shut-down decree related to ~~the measure.~~COVID-19 that impacted Palmarejo during that quarter.

(2)

~~(2)~~

~~“Target” is the level of performance required for 100% payout on~~Our CAS per silver ounce and gold ounce metrics each measure ~~except as noted below that certain measures pay out at either zero or 200%.~~

~~(3)~~

~~“Maximum” shows the level of~~ performance ~~required to result in the maximum payout (200%) for the measure.~~

~~(4)~~

~~Silver and gold production together comprise 25% weighting and are split pro rata~~against a target based on the ~~assumed silver/gold revenue split~~Board-approved budget set at the beginning of the year. In setting the goal and evaluating performance against it, items that arise during the year that were not contemplated by the budget, including variances between the actual realized metals prices and budget prices, whether having a positive or negative impact, are not factored into the calculation in ~~Coeur’s 2017~~order to ensure a consistent assessment of performance against budget. ~~The actual weightings on that basis were 10% for silver production and 15% for gold production.~~

~~(5)~~

~~Using an assumed 60:1 silver to gold ratio.~~ Please see “Appendix A -– Certain Additional Information” for reconciliations of GAAP to non-GAAP financial ~~measures.~~measures included in this section.

~~(6)~~(3)

Our ~~operating cash flow~~adjusted EBITDA metric measures performance against a target based on the Board-approved budget set at the beginning of the year. In setting the goal and evaluating performance against it, items that arise during the year that were not contemplated by the budget, including variances between actual realized metals prices and budgeted prices, ~~cash taxes paid on asset sales and transaction advisor fees,~~ whether having a positive or negative impact, are not factored into the calculation in order to ensure a consistent assessment of performance against budget.

(4)

~~(7)~~

~~"TRIFR” means Total Reportable Injury Frequency Rate.~~TRIFR performance is measured using a three-year rolling average for employees and contractors working at the Company’s sites. The three-year rolling average for the current period (2018-2020) is compared with the three-year rolling average for the prior period (2017-2019). The CLD Committee determined that a three-year rolling average is a better representation of performance and removes periodic variability. The CLD Committee has discretion to adjust payout for significant adverse events outside of the prescribed metric.

(5)

~~(8)~~

~~“NOV”~~Permit discharge exceedances means ~~notice~~exceedances of ~~violation~~allowable concentration limits of ~~environmental regulations for actions by Coeur that caused or created the potential for environmental harm.~~specified elements in discharge water under our operating permits.

At the beginning of each year the Compensation Committee approves AIP performance measures, weightings and targets, along with threshold, target and maximum performance and payout levels, based primarily on the Board-approved budget and internal forecasts. The goals and targets are designed to be rigorous and require strong execution in-line with budget and other critical objectives. After the end of the year, the Compensation Committee reviews performance against the goals prior to certifying results and approving payouts. Once the performance measures and goals are set, they are not subject to change for that plan year without the specific approval of the Board.

TABLE OF CONTENTS

In light of the unexpected circumstances and challenges presented by the COVID-19 pandemic during 2020, the CLD Committee received regular updates from management and allocated significant time to considering what, if any, changes to the 2020 executive compensation program were appropriate in response. Early in the second quarter of 2020, the Mexican government required Palmarejo to temporarily suspend active mining and processing activities in accordance with a general COVID-related decree applicable to all non-essential industries. After the Mexican government later clarified that precious metals mining was an essential industry, Coeur began taking steps to restart active mining, processing and exploration activities. The ~~potential payouts~~temporary suspension lasted approximately 45 days. Due to the complexities of ramping up while adhering to strict COVID-19 health and safety protocols, including safely bringing back employees, implementing appropriate social distancing protocols, mining enough ore before re-starting the mill to assure a steady throughput and other factors, production did not return to pre-decree levels until very late in the second quarter, and the operation continued to be impacted by worker availability shortages thereafter due to government mandated COVID-19 restrictions. As a result, nearly the entire second quarter consisted of ramping down active mining operations, the approximately 45-day pause in mining and processing, and gradually ramping back up. The CLD Committee determined it appropriate to adjust 2020 AIP targets and results for ~~minimum, target~~gold and ~~maximum performance~~silver production, gold and silver CAS per ounce and adjusted EBITDA by removing budgeted and actual results from Palmarejo during the second quarter to account for ~~each measure were as shown~~the impact of the government-mandated shut-down decree in Mexico. These changes do not impact 2021 AIP goals and targets and are reflected in the table above and the AIP results below. Measures related to employee fatalities and NOV’s pay out at 200% for minimum performance of no occurrences, and there is no payout for any occurrence. Payouts for other measures are interpolated for performance between minimum and maximum.

Measure
Payout Below
Minimum
Performance
Payout at
Minimum
Performance
Payout at
Target Performance
Payout at
Maximum
Performance
Silver/Gold Production (ounces)
$
0

50
%

100
%

200
%
AISC Per AgEqOz⁽¹⁾
$
0

50
%

100
%

200
%
Operating Cash Flow
$
0

50
%

100
%

200
%
Safety & Environmental:

No Employee Fatalities
$
0

200
%

200
%

200
%
TRIFR Reductions
$
0

50
%

100
%

200
%
Immediately Reportable Spill Reductions
$
0

50
%

100
%

200
%
No NOV’s
$
0

200
%

200
%

200
%

In determining that this constituted a non-recurring, one-time event that warranted an adjustment, the CLD Committee took into account the following factors:

►	~~(1)~~The adjustment applies to all employees participating in the AIP, and rewards the entire organization for outstanding performance in 2020 including delivering a solid year of overall results in the face of unprecedented challenges caused by the pandemic;

►	~~Based on assumed 60:1 silver-gold ratio. Please see “Appendix A - Certain Additional Information”~~The Company did not lay off or furlough any employees as a result of COVID-19, and continued to pay Palmarejo employees their full salaries and benefits during the government-mandated shut-down;

►	Palmarejo continued to operate its medical clinic, offering free health care to members of the local community throughout the shut-down;

►

The period of shut-down and related ramp-down and ramp-up periods were not due to any action of the Company or failure of the Company to implement and maintain rigorous COVID-19 health and safety protocols, but instead were the result of a blanket shut-down order applicable to all precious metals mining companies. This distinguishes this adjustment from other COVID-19-related impacts that were not adjusted for, ~~reconciliations~~including downtime at Kensington due to positive COVID cases that resulted in the loss of ~~GAAP~~approximately 5,000 ounces of gold production, and higher employee costs due to ~~non-GAAP financial measures included in this section.~~paid quarantine time, extended rotations and related overtime and other COVID-19-driven impacts; and

►	Strong one-year TSR of 28%, demonstrating that a positive adjustment to AIP remains aligned with stockholder returns.

Individual AIP Objectives

In addition to Company metrics, specific individual objectives are developed for each executive other than the CEO at the beginning of the year. ~~2017~~2020 AIP award percentages based on individual performance were 20% for ~~all NEOs other than the CEO at 0%~~Messrs. Whelan, Nault and Routledge, 30% for Mr. Smith and 70% for Mr. Rasmussen, ~~at 50%,~~ reflecting an emphasis on specific exploration-related goals. The specific objectives for each executive support our strategic objectives, reflect each executive’s individual responsibilities, and can be grouped into the following broad categories:

►

Major project and operational execution, including strategic transformation

►

Mitigation of risk

►

Enhancement of each executive’s responsibilities

►

Support of Coeur’s values regarding worker safety and health, ~~environment~~social, environmental and corporate responsibility

►

A commitment to the talent development and retention of our employees

►

Continued personal development and adherence to Company culture and behavior

TABLE OF CONTENTS

Many of the individual objectives established for the executives can be reviewed against objective and quantifiable Company results, in particular, those described in ~~“2017~~under “Company Performance” beginning on page 55 of this Compensation Discussion and ~~Q1 2018 Performance Highlights”~~ ~~in the Proxy Summary,~~Analysis, which helps to ensure executive accountability for Company performance. ~~Others,~~Other objectives, however, are subjective by nature, which requires discretion and judgment by the CLD Committee to assess performance.

~~2017 AIP Calculation and Payments~~

~~2017 AIP: Company Objectives~~

~~Strong operational performance~~2020 AIP Corporate Objectives

Achievement of 121% on ~~multi-year strategic~~ ~~initiatives resulted~~corporate metrics due to strong gold production, lower unit costs and significant improvements in ~~above-target payout~~

safety and environmental metrics, despite below-target silver production

Metric
2017 Target
2017 Performance
Performance
(% of target)
Payout
(% of target)
Weight
Weighted Payout
(% of target)
Silver Production (ounces)
18.0M
16.4M

91
%

55
%

25
%⁽²⁾

22
%
Gold Production (ounces)
381,247
383,445

101
%

110
%
AISC Per AgEqOz⁽¹⁾
$15.94
$16.15

101
%

98
%

30
%

29
%
Operating Cash Flow
$172.3M
$208.5M

121
%

200
%

30
%

60
%
Safety & Environmental Performance
(See below)
Above-
Target

150
%⁽³⁾

150
%

15
%

23
%
Total

134
%

Metric	2020 Target⁽¹⁾	2020 Performance	Performance (% of target)	Payout (% of target)	Weight	Weighted Payout (% of target)
Gold Production (ounces)	325.8K	340.5K	105%	200%	15%	30.0%
Silver Production (ounces)	10.9M	8.7M	80%	0%	10%	0.0%
Gold CAS per ounce	$927	$895	97%	130%	15%	19.5%
Silver CAS per ounce	$11.61	$11.65	100%	100%	10%	10.0%
Adjusted EBITDA	$242.4M	$238.0M	98%	95%	30%	28.5%
Reduction in company-wide TRIFR⁽²⁾	7.5% reduction from 2019	9.5% reduction	126%	126%	10%	12.6%
Decrease in Permit Discharge Exceedances	15% reduction from 2019	52% reduction	347%	200%	10%	20.0%
Total						121%

(1)	~~(1)~~Targets adjusted for Palmarejo 2020 second quarter as described above

(2)	~~Based on assumed 60:1 silver-gold ratio. Please see “Appendix A - Certain Additional Information” for reconciliations of GAAP to non-GAAP financial measures included in this section.~~Three-year rolling average

~~(2)~~

Based on the silver/gold revenue split in the 2017 budget, silver production was weighted 10% and gold 15%, with the silver production payout at 55% of target and gold at 110%, for a weighted total payout of 22%.

If the CLD Committee had not adjusted the 2020 AIP results as described above, the Company would have achieved a 15% payout for gold production and a 25% payout for Adjusted EBITDA. The achievement of other objectives would have remained unchanged. The unadjusted overall corporate achievement would have been 102% of target. Although the Company score would have been above target even without the Palmarejo adjustment, the CLD Committee determined the adjustment was appropriate for the reasons outlined above, notably the exceptional performance at all levels of the organization during an extremely challenging year, the fact that Palmarejo was impacted by a blanket government shut-down decree and strong stockholder returns in 2020 demonstrated by 28% one-year TSR.

2020 AIP Individual Performance and Payouts

As noted above, the CEO’s AIP is based entirely on corporate performance. Individual performance for other NEO’s ranged from 100%-150% of target as shown in the table below.

~~TABLE OF CONTENTS~~

~~(3)~~

~~See table below for additional detail on the 2017 Safety & Environmental Performance metric.~~

Performance
Factors
Weight
Award Maximum
(200%)
Target
(100%)
Threshold
(0%)
2017 Performance
2017 Weighted Payout
Safety & Environmental Performance
25%
No Employee
Fatalities
N/A
Fatality
No Employee
Fatalities
50%
25%
Reduce TRIFR
by 20%+
Reduce TRIFR
by 10%+
Hold TRIFR at
2016 level
28% increase in
TRIFR
0%
25%
Reduce
Immediately
Reportable Spills
by 20%+
Reduce Immediately
Reportable Spills
by 10%+
Hold Immediately
Reportable Spills
at 2016 level
55% reduction in
Immediately
Reportable Spills
50%
25%
No NOVs
N/A
NOV
No NOVs
50%
100%
TOTAL
150%

~~2017 AIP: Individual Objectives~~

In 2017, individual NEO performance achievements for Messrs. Mitchell, Hanagarne, Nault and Rasmussen were set below 100% in accordance with our policy of capping individual performance levels at 100% when annual TSR is negative. As discussed above, Mr. Krebs’s 2017 AIP award was based solely on Company performance.

Named Executive Officer
2017 AIP
Individual
Annual
Percentage
Change from 2016
Individual Performance
Categories
Mitchell J. Krebs

N/A

N/A

N/A
Peter C. Mitchell
90%
-35%

►

Led balance sheet optimization efforts; completed deleveraging process and improved overall credit rating

►

Managed Company costs in alignment with budget and external guidance

►

Continued to instill a proactive risk management culture
Frank L. Hanagarne, Jr.
90%
-20%

►

Provided framework and leadership of Company-wide efforts for strong safety and environmental performance

►

Led operational diligence on external growth opportunities, including acquisition of Silvertip

►

Continued to lead cost reduction efforts
Casey M. Nault
95%
-10%

►

Led portfolio optimization and due diligence efforts on strategic growth opportunities

►

Maintained strong corporate governance profile and disclosures

►

Provided strategic guidance with balance sheet optimization efforts

►

Continued to bolster the organization with strong compliance programs
Hans J. Rasmussen
90%
-25%

►

Led efforts to enhance the pipeline of future growth for the Company

►

Improved quality of existing assets through planning and drilling programs to ultimately extend mine lives

~~TABLE OF CONTENTS~~

~~2017 AIP: Payouts~~

For ~~2017,~~2020, based on Company and individual NEO performance achievement as a percentage of target and the performance weights described above, the ~~Compensation~~CLD Committee approved the following annual incentive payments to the ~~NEOs as follows. In general,~~NEOs. 2020 AIP payouts were significantly higher ~~due to 134% performance on~~YOY for the five NEOs who received an AIP payment in 2019 reflecting significantly higher achievement of corporate ~~objectives compared to 111%~~goals (121% vs. 67% of target) as well as base salary increases and increases in ~~2016, partially offset (for executives other than the CEO) by lower individual performance percentages that were set below 100% due to negative TSR in 2017:~~AIP target as a percentage of base salary for some NEOs.

Mitchell J. Krebs,

President & Chief Executive

Officer

$725,000

125%

100%

N/A

$1,096,563

+94%

TABLE OF CONTENTS

Named Executive Officer
Actual 2017 AIP Payment

$ Amount
% change from 2016
Mitchell J. Krebs
$
904,500

+25.4
%
Peter C. Mitchell
$
384,990

+12.8
%
Frank L. Hanagarne, Jr.
$
384,990

+15.8
%
Casey M. Nault
$
354,938

+14.9
%
Hans J. Rasmussen
$
159,600

-1.6
%

Named Executive Officer	2020 Base Salary	2020 Target AIP %	Company % Weighting	Individual % Weighting	2020 Individual % Amount*	2020 AIP Payout	% Change from 2019
Thomas S. Whelan, Senior Vice President & Chief Financial Officer	$375,000	100%	80%	20%	125%	$456,750	+140%
Casey M. Nault, Senior Vice President, General Counsel & Secretary	$375,000	100%	80%	20%	150%	$475,500	+61%
Michael Routledge, Senior Vice President & Chief Operating Officer	$375,000	100%	80%	20%	125%	$266,438⁽¹⁾	N/A⁽¹⁾
Terrence F. Smith, Senior Vice President, Chief Development Officer	$350,000	75%	70%	30%	100%	$301,088	+94%
Hans J. Rasmussen, Senior Vice President, Exploration	$325,000	75%	30%	70%	135%	$318,825	+71%

(1)	Mr. Routledge was hired and became a NEO on June 1, 2020. Actual payout pro rated based on pro rated 2020 salary of $218,750.

Long-Term Equity Incentive Awards

The primary purpose of our long-term equity incentive awards is to align the interests of our executives with those of our stockholders by rewarding ~~our~~ executives for creating long-term stockholder value. Long-term incentives also assist in retaining our executive team.

~~Forms and Mix~~

2020 Grants of ~~2017~~ Long-Term Incentive Compensation

Consistent with prior years, in ~~2017~~2020 executive awards were composed of 60% performance shares and 40% restricted stock. The ~~Compensation~~CLD Committee believes that this mix provides alignment with stockholder interests and balances incentive and retention ~~needs,~~objectives, while minimizing share dilution.

~~Long-Term Incentive Grant Levels~~

Target long-term incentive award values for each executive in ~~2017 are set forth below and~~2020 were determined based on desired market positioning, the individual executive’s role, scope of responsibility and ability to impact overall Company performance.

2017 LTIP Grant
Named Executive Officer
% of Salary
$ Amount
Mitchell J. Krebs

300
%
$
2,025,000

Peter C. Mitchell

225
%
$
922,500

Frank L. Hanagarne, Jr.

225
%
$
922,500

Casey M. Nault

225
%
$
843,750

Hans J. Rasmussen

190
%
$
541,500

Mitchell J. Krebs

300%

$2,175,000

None

N/A

Thomas S. Whelan⁽¹⁾

225%

$787,500

None

N/A

Casey M. Nault

225%

$843,750

None

N/A

Michael Routledge⁽²⁾

N/A

225%

$843,750

N/A

Terrence F. Smith

150%

190%

$665,000

+27%

Closer align with other executives

Hans J. Rasmussen

190%

$617,500

None

N/A

(1)	2020 LTIP grants to NEOs were calculated based on NEO base salary at the date of grant. Mr. Whelan received a mid-year base salary increase to $375,000.

(2)	Mr. Routledge was hired and became a NEO on June 1, 2020.

In 2017, the Compensation Committee targeted executive LTIP award values at previous historical levels given strong TSR and company performance in 2016, after having reduced target award levels by approximately 20% in 2016 due to poor TSR performance in 2015.

~~Grant Date~~

The number of shares of restricted stock ~~and performance shares~~ granted isin 2020 was determined by dividing the total grant value by the closing market price per share of our common stock on the New York Stock Exchange on the ~~date~~trading day after the ~~Compensation~~ CLD

TABLE OF CONTENTS

Committee ~~approves~~approved the awards. Beginning with the performance shares granted in 2020 and applicable to all future LTIP awards, the CLD Committee adopted a new approach which ~~is generally~~will calculate share awards using the ~~grant date (or~~average closing price over the ~~previous~~prior 60 trading days. The CLD Committee determined that this approach was appropriate to smooth out volatility in daily stock price changes, which can be significant and materially impact the number of shares granted from day ~~if the grant date is not a trading day).~~

to day.

2020 Restricted Stock ~~(and Other Stock-Based Awards)~~

Grant

In ~~2017,~~2020, restricted stock represented 40% of the target long-term equity incentive award value granted to NEOs. Restricted stock aligns executives’ interests with those of stockholders via actual share ownership, and vesting requirements promote retention and continuity in our senior leadership team. Restricted stock also provides value to the executives even with a declining share price, which may occur due to general market or industry-specific forces that are beyond the control of the executives (for example, a drop in the market prices of gold and silver). Holders of restricted stock may, if the ~~Compensation~~CLD Committee so determines, receive dividends, if any, and exercise voting rights on their restricted stock during the period of restriction. Restricted stock grants generally vest ratably over three years beginning on the first anniversary of the grant.

~~TABLE OF CONTENTS~~

The following ~~graph~~diagram illustrates the design and structure of the restricted stock awards:

~~2017~~

February 24, 2020

February 24, 2021

February 24, 2022

February 24, 2023

Grant of Restricted Shares

1/3 Vest

2020 Performance Share Grants

In ~~2017,~~2020, performance shares represented 60% of the target long-term ~~equity~~ incentive award value. To the extent they are earned based on achievement of performance goals, awards are generally settled in Coeur stock.

~~TSR-Based Performance Shares~~

50% of the performance share component (or 30% of the total 2017 long-term incentive target award value) may be earned based on our annualized TSR performance over a three-year period relative to our 2017 precious metals and mining peer group. TSR is defined as stock price appreciation plus dividends and any cash-equivalent distributions. Annualized TSR is calculated using the three-month average share price at the beginning and end of the period (i.e., three-month averages ending December 31, 2016 and December 31, 2019 for the 2017–2019 grant). This measure is intended to focus our executives on creating long-term stockholder value, while further aligning executives’ interests with those of stockholders via the use of shares. Performance is measured relative to peers in order to mitigate the impact of metal prices on the ultimate award value, as the share prices of our peers are similarly influenced by realized metal prices. Measuring TSR relative to peers also aligns executives’ interests with those of stockholders by rewarding the creation of stockholder value in excess of what our stockholders could realize by investing in other companies in our industry. For the 2017–2019 performance period, the relative TSR performance scale and the corresponding number of shares that can be earned as a percentage of target were set by the Compensation Committee as follows (unchanged from 2016):

~~Performance Level~~	~~TSR Percentile Rank~~ ~~(vs. Peer Group)~~	~~Number of~~ ~~Shares Earned~~ ~~(% of Target)~~
~~Maximum~~	~~75th percentile~~	~~150% of target~~
~~Target~~	~~50th percentile~~	~~100% of target~~
~~Minimum~~	~~25th percentile~~	~~25% of target~~

The maximum TSR performance share payout will be capped at 100% if TSR is negative over the three-year performance period. The number of performance shares earned is interpolated for relative TSR performance between minimum and maximum levels. Equity compensation is a component of total executive compensation intended to compensate executives for maintaining Coeur’s performance in line with its peers. Therefore, 100% of shares are earned if our performance is level with the median level of our peer group, and shares in excess of the target are earned if we outperform the 50^th percentile of our peer group. Beginning in 2018, there will no longer be performance share awards that are solely TSR-based. Instead, as described above, a TSR modifier will be applied to internal metric-based performance shares with the potential to increase or reduce the results by + / - 25% for top or bottom quartile relative TSR performance.

~~Internal Metric-Based Performance Shares~~

~~The remaining 50% of the 2017~~ performance share opportunity ~~may be earned based on~~granted in 2020 was tied to Company achievement of four internal goals that drive creation of long-term stockholder value. ~~For 2017, consistent with prior years, two critical metrics were used, each comprising 25%~~Performance against these goals generally is measured over a three-year performance period ending December 31, 2022.

2020 Performance Share Grant

Performance Share Award

3-Year ROIC

3-Year Growth in Silver

Equivalent Reserves &

Resources

Rochester POA 11

Expansion

Silvertip

Restart/Expansion

Overall Weighting

35%

20%

10%

Overall rTSR Modifier +/- 25%

The following illustrates the design and structure of the ~~total~~internal metric-based performance share ~~opportunity (or 15%~~grants tied to internal metrics:

Q4 2019

Q1-Q2 2020

2020

2021

2022

Q1 2023

CLD Committee formulates performance measures and payout targets. PSU opportunity is awarded to NEOs

Measurement of PSU Metrics:

► 3-year ROIC

► 3-year growth in reserves and

mineralized material

► Opportunity for achievement of milestones for Rochester

expansion

► Opportunity for achievement of milestones tied to Silvertip restart/expansion

► Milestone date of final milestone related

to Rochester expansion

► If threshold performance is achieved for one or more metrics, the award is paid in Company stock. TSR modifier applied for top or bottom quartile relative TSR performance

TABLE OF CONTENTS

►	Three-Year Return on Invested Capital – 35% of 2020 Performance Share Opportunity

Coeur’s management team is focused on deploying capital efficiently and effectively to drive long-term returns for stockholders. In 2020, the CLD Committee introduced the three-year ROIC metric as a core element of our performance share program. The introduction of the ROIC metric reflects feedback from stockholders and aligns with our plan design philosophy that performance share metrics should tie to key drivers of long-term stockholder value. ROIC is determined by dividing three-year adjusted EBIT from our four operating assets (Palmarejo, Rochester, Kensington and Wharf) by investment in those assets during the performance period. EBIT for the three-year performance period is calculated by adding depreciation, depletion, asset retirement obligation accretion and inventory adjustments to cumulative adjusted EBITDA for the performance period. Adjusted EBITDA is a non-GAAP financial measure presented in our financial statements used by management to understand results from our business. Investment for each operating mine is equal to total ~~2017 long-term incentive~~debt plus total equity of the entity that owns the mine minus cash held by the entity. Investment will be measured at the beginning of the performance period and at the end of each of the three calendar years of the performance period, and the final result will be the average of these four numbers. In addition, EBIT will be calculated by holding pricing constant, using the prices incorporated in the Company’s strategic plan, to hold management accountable for achieving the intended benefits of our capital investments as presented for Board approval without benefiting from or being penalized by changes in metals prices, which are beyond our control.

The target ~~award value): (1) three-year growth~~for the ROIC metric is tied to achieving returns on investment for operating mines set out in ~~reserves~~the Board-approved strategic plan, which is updated and ~~measured and indicated~~approved by the Board on an annual basis. Because the strategic plan represents an "upside" case which assumes, among other factors, the conversion of a significant portion of mineralized material ~~per share~~into reserves, the CLD Committee determined that achieving the ROIC outcome implied in the strategic plan warranted an above-target payout. For the 2020-2022 performance period, the CLD Committee approved the following performance and ~~(2) three-year growth in OCF per share. OCF per share is not adjusted for changes in gold and silver prices, aligning executives with stockholders over~~payout targets which tie to expected ROIC from our four operating mines:

	Payout Target			25%			50%			75%			100%			125%			150%			175%			200%
	Performance Target			Target -5%			Target -4%			Target -3%			Target -2%			Target -1%			14.4%			Target +1%			Target +2%

A new operation acquired during the performance period will be incorporated on a ~~longer-term period when executives~~pro forma basis if returns from the operation are expected to begin during the performance period, in which case investment in the operation, for purposes of calculating ROIC, will be incorporated pro rata with the expected returns to avoid penalizing the calculation by including the full amount of the investment. Similarly, in the event of a divestiture of a mine included in the ROIC metric during the performance period, the CLD Committee will exclude the divested asset from the calculation and adjust ~~strategy according to changes~~the target accordingly. Finally, in ~~metal prices.~~ the event of an impairment in an operating asset during the performance period, the total investment for the relevant operation will not be reduced by the impairment amount for purposes of calculating ROIC.

►	Three-Year Growth in Reserves and Mineralized Material – 35% of 2020 Performance Share Opportunity

Growth in reserves and ~~measured and indicated~~ mineralized material is critical to ensure that we replace ounces mined each year and grow resources to ~~create longer~~extend mine lives, which we believe will drive stockholder value. Reserves and measured and indicated mineralized material may also decline due to falling metals prices, as previously economic grades are rendered uneconomic. This further aligns performance with stockholders. ~~OCF is critical to focus management~~Reflecting different levels of confidence based on ~~internal~~category of reserve or mineralized material, growth ~~cost control,~~in reserves and ~~accretive external growth opportunities, which subsequently should tie directly to creation of stockholder value. For both metrics, performance~~mineralized material is measured on a ~~per share~~gross basis, weighted as follows to ~~account~~reflect varying levels of confidence for ~~dilution,~~each category:

►	proven and probable reserves - 100%

►	measured and indicated mineralized material - 75%

►	inferred mineralized material - 50%

Reserves and mineralized material is calculated on an AgEqOz basis with equivalence to be determined based on assumed prices for gold, silver, lead and zinc on December 31, 2019 and December 31, 2022 to calculate reserves and mineralized material. Targets will automatically adjust to exclude any discontinued operations or other sold assets during the measurement period. In addition, if the Company completes any single acquisition that results in an increase to Companywide proven and probable reserves, measured and indicated mineralized material and inferred mineralized material by more than 30% calculated using the weightings described above, the CLD Committee shall have the discretion to make an adjustment to the payout as ~~described~~it deems appropriate which may take the form of an increase in the ~~tables below,~~performance target and/or a reduction in the ~~plan~~payout to reflect the impact of such an acquisition.

TABLE OF CONTENTS

These performance shares will pay out at target for meeting expectations, maximum for exceeding expectations by ~~15%~~60% or more, and at threshold for performance at ~~85%~~70% of ~~target.~~

target, subject to CLD Committee discretion for certain acquisitions as described above. The CLD Committee determined the following target for the three-year growth in reserves and mineralized material award:

Performance Target

30%

Decrease

20%

Decrease

10%

Decrease

Target

(AgEqOz)

15%

Increase

30%

Increase

45%

Increase

60%+

Increase

Target

657M

751M

845M

939M

1,080M

1,221M

1,362M

1,503M

►	Project-Based Award: Rochester Mine POA 11 Expansion – 20% of 2020 Performance Share Opportunity

The POA 11 expansion project at the Rochester mine is expected to transform Rochester into a cornerstone asset for the Company by significantly increasing annual silver and gold production, more than doubling planned annual crusher throughput capacity and improving silver recoveries. Completion of the project is expected to significantly increase Rochester’s mine life and cash flow. The CLD Committee created a performance share opportunity linked to this project to further align the compensation of our NEOs with the success of a project that is expected to unlock significant long-term value for our stockholders. The POA 11 expansion project award measures achievement of five objective milestones that have been determined to be critical to overall project success. When a milestone is achieved on or before the identified milestone date, the related portion of the performance share opportunity will be considered earned, but payout of such portion of performance shares will not occur until the end of the performance period. For example, 15% of the target opportunity for this award was earned when the Company filed an updated 43-101 compliant technical report for the POA 11 expansion project in December of 2020. Each NEO must also meet continued service requirements through the three-plus year performance period before receiving a payout of performance shares. The CLD Committee retains discretion to award PSUs below the maximum value of the milestones in cases of delayed achievement of a milestone or milestone performance below expectation.

Rochester POA 11 Milestones	Milestone Date	Max Value of Milestone
Obtain board authorization (Achieved)	June 30, 2020	10%
File updated 43-101 technical report (Achieved)	December 31, 2020	15%
Complete Stage VI Leach Pad	December 31, 2022	50%
Commission project on time and budget	March 31, 2023	50%
Project net asset value (“NAV”) measured at milestone date⁽¹⁾	December 31, 2022	25% - NAV equal to target set in 2020 Board authorization of project 50% - NAV ≥ 5% above target 75% - NAV ≥ 10% above target

(1)	Shares awarded for NAV milestone interpolated between achievement levels and capped at 75%.

►	Project-Based Award: Expansion and/or Restart of Operations at the Silvertip Mine – 10% of 2020 Performance Share Opportunity

The Company’s decision during the first quarter of 2020 to temporarily suspend mining and processing activities at Silvertip was driven by the goal of maximizing the long-term value of the operation. Significantly unfavorable conditions in the zinc and lead markets, combined with operating challenges primarily related to the processing facility, led to the temporary suspension, but management remains confident in the underlying fundamentals of the operation, which have been further bolstered by a successful 2020 exploration campaign and prefeasibility study results indicating the potential for an economically attractive expansion project. Due to the anticipated value to stockholders of successfully restarting operations at Silvertip, including a possible expansion of the processing facility, the CLD Committee created a performance share award tied to achievement of key milestones related to the restart and expansion of Silvertip. The CLD Committee believes this award creates further alignment between a key driver of long-term value for our stockholders and the compensation of our NEOs. The Silvertip restart/expansion project-based award measures achievement of four

TABLE OF CONTENTS

~~The following illustrates~~

objective milestones that are central to overall project success. When a milestone is achieved on or before the ~~design and structure~~identified milestone date, the related portion of the ~~internal metric-based~~ performance share ~~grants:~~

~~Three-Year Change~~opportunity will be considered earned, but payout of such portion of performance shares will not occur until the end of the performance period. For example, 25% of the target opportunity for this award was earned when pre-feasibility engineering study was substantially completed during the third quarter of 2020. Each NEO must also meet continued service requirements through the three-year performance period before receiving a payout of performance shares.

Silvertip Restart/Expansion Milestones	Milestone Date	Max Value of Milestone
Substantial completion of pre-feasibility engineering study (achieved)	September 30, 2020	25%
Obtain board authorization to proceed with project	December 31, 2021	50%
Commence dry commissioning of expanded mill	December 31, 2022	50%
Project net asset value (“NAV”) measured at milestone date⁽¹⁾	December 31, 2022	25% - NAV equal to target set in Board authorization of project 50% - NAV ≥ 5% above target 75% - NAV ≥ 10% above target

(1)	Shares awarded for NAV milestone interpolated between achievement levels and capped at 75%.

TSR Modifier

Awards paid out for achievement of one or more of the above performance share metrics for the 2020-2022 performance period will be subject to a TSR modifier which will adjust the payout +/-25% for TSR performance in ~~Reserves~~the top or bottom quartile, respectively, of our peer group. Performance is measured using the average of the last 60 trading days of 2019 compared to the last 60 trading days of 2022. By including TSR as a modifier instead of a primary metric, the CLD Committee has sought to increase NEO focus on the drivers of TSR. However, the inclusion of TSR as a modifier maintains alignment with stockholders by ensuring top and ~~Measured~~bottom quartile results materially impact payout.

Payouts for 2018-2020 Performance Shares

The 2018-2020 performance shares paid out at 51% of target reflecting achievement of 101% of target for growth in reserves and ~~Indicated Mineralized Material Per Share~~measured and indicated mineralized material per share and below-threshold achievement of the operating cash flow per share metric, and no impact from the relative TSR modifier. The tables below illustrate our performance for ~~2017 Grant~~ (~~2017-2019~~ ~~Performance~~ ~~Period)~~the share award opportunity covering the 2018-2020 performance period.

► Three-Year Change in Operating Cash Flow Per Share (2018-2020 Performance Period)

Result: Zero payout for OCF per share driven by below-target operating cash flow performance—particularly during 2018 and 2019 due in part to lower metals prices—and an increase in shares outstanding during the performance period

Payout Target	0%	25%	50%	75%	100%	125%	150%	200%
Performance Target	>15% Decrease	15% Decrease	10% Decrease	5% Decrease	Target	5% Increase	10% Increase	15%+ Increase
Target (OCF per share)⁽¹⁾	<$0.95	$0.95	$1.01	$1.06	$1.12	$1.17	$1.23	$1.29
Result	$0.62 (44.64% Decrease)

(1)	Based on average shares of common stock outstanding during 2017. See calculations of target ratio in table below

TABLE OF CONTENTS

Payout Target
25%
50%
75%
100%
125%
150%
200%
Performance Target
15%
Decrease
10%
Decrease
5%
Decrease
Target
5%
Increase
10%
Increase
15%+
Increase
Target (ounces per share)⁽¹⁾
3.24
3.43
3.62
3.81
4.00
4.19
4.38

In millions except per share data	2017	2020
Operating Cash Flow	$201.3	$148.7
Average Shares Outstanding	180.1	240.8
Operating Cash Flow per Share	$1.12	$0.62
% Increase/(Decrease)		-44.64%

No performance shares were awarded to applicable NEOs under this performance share metric in the first quarter of 2021 for the 2018-2020 performance period.

► Three-Year Change in Reserves and Measured and Indicated Mineralized Material Per Share (2018-2020 Performance Period)

Result: Payout at 101% due to 0.26% increase in the metric over the three-year performance period. Growth in reserves and measured and indicated mineralized material during the performance period was partially offset by an increase in shares outstanding over the performance period

Payout Target	0%	25%	50%	75%	100%	125%	150%	200%
Performance Target	>15% Decrease	15% Decrease	10% Decrease	5% Decrease	Target	5% Increase	10% Increase	15%+ Increase
Target (ounces per share)⁽¹⁾	<3.31	3.31	3.50	3.69	3.89	4.08	4.28	4.47
Coeur	3.90 (0.26% Increase)

(1)

Based on total proven and probable reserves and measured and indicated mineralized material, on an AgEqOz basis using an assumed silver-to-gold, -lead and -zinc ratios of 60:1, ~~silver-gold ratio,~~0.05:1 and 0.06:1, respectively, divided by shares of common stock outstanding as of December 31, ~~2016~~

~~Three-Year Change in Operating Cash Flow (OCF) Per Share for~~ ~~2017 Grant~~ (~~2017-2019~~ ~~Performance Period)~~

Payout Target
25%
50%
75%
100%
125%
150%
200%
Performance Target
15%
Decrease
10%
Decrease
5%
Decrease
Target
5%
Increase
10%
Increase
15%+
Increase
Target (OCF per share)⁽¹⁾
$0.67
$0.71
$0.75
$0.79
$0.83
$0.87
$0.91

~~(1)~~

~~Based on average shares of common stock outstanding during 2016.~~

~~Payouts for 2015-2017 Performance Shares~~

~~Result: Payout at 150% of target driven by strong TSR and~~ ~~OCF per share~~

~~The 2015 performance share award opportunity covering the 2015-2017 performance period was based on the same measures and weightings as~~ 2017. ~~The tables below illustrate our performance.~~

~~Three-Year Relative TSR Performance (~~~~2015-2017~~ ~~Performance Period)~~

~~Result: Payout at 200% of target for TSR-based component~~ ~~due to three-year TSR in the 80~~^th ~~percentile of peer group~~

Performance Level
2015-2017
Actual TSR
(Annualized)
Shares Earned at
Performance Level
(% of Target)
Maximum (80th percentile)

20.8
%

200
%
Target (50th percentile)

11.3
%

100
%
Minimum (25th percentile)

0.0
%

25
%
Coeur

20.8
%

200
%

~~TABLE OF CONTENTS~~

~~As a result, the following numbers of performance shares were awarded to our NEOs in the first quarter of 2018 for the 2015-2017 performance period:~~

Named Executive Officer
Target Performance
Shares at Grant Date
# of Performance
Shares Awarded
Value Realized
Mitchell J. Krebs

92,563

185,126

$
1,486,562

Peter C. Mitchell

42,721

85,442

$
686,099

Frank L. Hanagarne, Jr.

42,721

85,442

$
686,099

Casey M. Nault

29,311

58,622

$
470,735

Hans J. Rasmussen

24,802

49,604

$
398,320

~~Three-Year Change in Reserves and Measured and Indicated Mineralized Material Per Share (~~~~2015-2017~~ ~~Performance Period)~~

~~Result: No payout for reserves/ measured and indicated~~ ~~mineralized material per share component~~

Payout Target
0%
25%
50%
75%
100%
125%
150%
200%
Performance Target
>15%
Decrease
15%
Decrease
10%
Decrease
5%
Decrease
Target
5%
Increase
10%
Increase
15%+
Increase
Target (ounces per share)⁽¹⁾
<5.62
5.62
5.95
6.28
6.61
6.94
7.27
7.60
Coeur
4.00 (39.5% Decrease)

~~(1)~~

Based on total proven and probable reserves and measured and indicated mineralized material, on an AgEqOz basis using an assumed 60:1 silver-gold ratio, divided by shares of common stock outstanding as of December 31, 2014. See calculations of target ratio in table below.

In millions except per share data
2014
2017
Ounces of AgEq Reserves (60:1)

683.1

743.0

Shares Outstanding at Year-End

103.4

185.6

Ounces of AgEq Reserves + Measured and Indicated Mineralized Material per Share

6.6

4.0

% Increase/(Decrease)

(39.5
)%

In millions except per share data	2017	2020
Ounces of AgEq Reserves	721.5M	950.7M
Shares Outstanding at Year-End	185.6M	243.8M
Ounces of AgEq Reserves + Measured and Indicated Mineralized Material per Share	3.89	3.90
% Increase/(Decrease)		+0.26%

~~Three-Year Change in Operating Cash Flow (OCF) Per Share (~~~~2015-2017~~ ~~Performance Period)~~

Named Executive Officer*	Target Performance Shares at Grant Date	Value at Target	# of Performance Shares Awarded	Value Realized at Award Date
Mitchell J. Krebs	76,801	$567,559	77,570	$660,896
Casey M. Nault	32,001	$236,480	32,320	$275,366
Hans J. Rasmussen	21,618	$159,757	21,835	$186,034

~~Result: Performance shares tied to OCF per share paid out~~ ~~at 200% as a result~~*

Each of ~~a 121.5% increase over~~Mr. Whelan, Mr. Routledge and Mr. Smith became an NEO after the ~~three-year~~ ~~performance~~2018 grant and did not have any awards for this period.

TSR Modifier

Payout Target
0%
25%
50%
75%
100%
125%
150%
200%
Performance Target
>15%
Decrease
15%
Decrease
10%
Decrease
5%
Decrease
Target
5%
Increase
10%
Increase
15%+
Increase
Target (OCF per share)⁽¹⁾
<$0.44
$0.44
$0.47
$0.49
$0.52
$0.55
$0.57
$0.60
Coeur
$1.16 (121.5% Increase)

For the 2018-2020 performance period, TSR performance was 1.53%, which ranked 13 of 18 peer companies, or 28.68%. During the 2018-2020 performance period, two members of our peer group, Tahoe Resources Inc. and Detour Gold Corporation, were acquired. For purposes of the relative TSR calculation, the returns of these companies were fixed at the

~~(1)~~

~~Based on average shares of common stock outstanding during 2014. See calculations of target ratio in table below.~~

In millions except per share data
2014
2017
Operating Cash Flow
$
53.5

$
208.5

Average Shares Outstanding

102.4

180.1

Operating Cash Flow per Share
$
0.52

$
1.16

% Increase/(Decrease)

121.5
%

TABLE OF CONTENTS

date of acquisition. As a result, the ~~following numbers of~~TSR modifier was not applied to the performance shares ~~were awarded to~~earned by our NEOs induring the ~~first quarter of 2018 for the 2015-2017~~ performance ~~period:~~

Named Executive Officer
Target Performance
Shares at Grant Date
# of Performance
Shares Awarded
Value Realized
Mitchell J. Krebs

46,282

92,563

$
743,281

Peter C. Mitchell

21,361

42,722

$
343,058

Frank L. Hanagarne, Jr.

21,361

42,722

$
343,058

Casey M. Nault

14,656

29,312

$
235,375

Hans J. Rasmussen

12,401

24,802

$
199,160

period.

Timing of Long-Term Incentive Awards

The ~~Compensation~~CLD Committee typically approves annual long-term incentive grants to our executives in the first quarter. ~~The Compensation~~We set the grant date of the 2020 restricted stock awards to be three trading days following the release of year-end 2019 earnings, because the grant price was a single day’s closing stock price, the trading day before the grant date. Beginning with the grant date of the 2020 performance share awards, which occurred in May 2020, the CLD Committee ~~does not coordinate the timing~~adopted a policy of ~~equity~~calculating restricted stock and performance share grant prices based on a 60-trading day trailing average basis, and awards are no longer timed with the release of material, non-public information.

Benefits and Perquisites

The primary purpose of providing benefits and limited perquisites to our executives is to provide a market-competitive total compensation package to attract and retain executive talent. The ~~Compensation~~CLD Committee intends the type and value of benefits and perquisites offered to be market competitive. Details of the benefits and perquisites provided to our NEOs are disclosed in the “All Other Compensation” column of the ~~2017~~2020 Summary Compensation Table set forth in this proxy statement.

In 2017, we provided a car allowance to our CEO and certain other limited perquisites to our NEOs. In addition, in 2017 Mr. Hanagarne was reimbursed $1,346 for commuting expenses. We offered a comprehensive physical exam to all executives, which was used by all executives other than Mr. Hanagarne, for the primary purpose of identifying any health-related risks to executive retention and continuity.

Termination of Employment/Severance and Change-in-Control Arrangements

Executive and Officer Severance ~~Policy;~~Policies; CEO Employment Agreement

We ~~adopted our~~maintain an Executive Severance Policy to ~~move toward~~have a uniform program and reduce the number of individual employment and change-in-control agreements with executive officers. All NEOs are covered by this policy, other than Mr. Krebs, whose severance and change-in-control benefits are covered in an employment ~~agreement.~~

agreement, and Mr. Smith, who is covered under our officer severance policy. Under the Executive Severance Policy, ~~and the~~ CEO employment agreement and officer severance policy, as applicable, each NEO is covered by an arrangement to provide certain benefits payable in the event of qualifying terminations of employment in connection with a change-in-control. The ~~Compensation~~CLD Committee believes that these arrangements provide reasonable compensation in the unique circumstances of a change-in-control that is not provided by our other compensation programs. The ~~Compensation~~CLD Committee believes change-in-control benefits, if structured appropriately, minimize the distraction caused by a potential change-in-control transaction and reduce the risk of key executives resigning from Coeur before a change-in-control transaction closes. The ~~Compensation~~CLD Committee also believes that these provisions motivate executives to make decisions in the best interests of stockholders should a transaction take place by providing executives with the necessary job stability and financial security during a change-in-control transaction (and the subsequent period of uncertainty) to help them remain focused on managing the Company rather than on their own personal employment. The ~~Compensation~~CLD Committee believes that all of these objectives serve the stockholders’ interests.

Under the Executive Severance Policy, ~~and~~ CEO employment agreement and officer severance policy, as applicable, each NEO is also entitled to certain benefits payable in the event of qualifying terminations of employment not in connection with a change-in-control. The ~~Compensation~~CLD Committee believes these arrangements enhance our ability to attract and retain executives by providing market competitive severance benefits for involuntary, not-for-cause terminations of employment.

Double-Trigger Change-in-Control Vesting Acceleration under LTIP

Our equity awards provide for “double-trigger” accelerated vesting of equity awards in connection with a change-in-control, which requires a qualifying termination of employment in addition to a change-in-control.

The accelerated vesting of equity awards is described in additional detail in the section titled “Potential Payments Upon Termination or Change-In-Control” as set forth in this proxy statement.

TABLE OF CONTENTS

Other Compensation Arrangements and Policies

The ~~Compensation~~CLD Committee has established additional policies ~~to ensure the~~so our overall compensation structure is responsive to stockholder interests and competitive with the market. These specific policies are outlined below.

Stock Ownership Guidelines

We have adopted minimum stock ownership guidelines for our executive officers and non-employee ~~directors. In December 2016, the Compensation Committee approved increases to the stock ownership guidelines to further align executives and~~ directors ~~with stockholders,~~ as shown in the table below:

	Position			Stock Ownership Guideline
	CEO			6x base salary
	CFO/COO/GC			4x base salary
	Other Section 16 Executive Officers			2x base salary
	Non-Employee Directors			5x base annual director cash retainer

Unvested shares of time-vesting restricted stock or restricted stock units count toward satisfying the guideline, but unexercised stock options and unvested performance shares do not. Non-employee directors have the option to defer receipt of their annual stock retainer by receiving deferred stock units. The ~~Compensation~~implied value of such deferred stock units counts toward satisfying the stock ownership guideline. Newly appointed executives and directors are subject to a 5-year phase in period to meet the applicable ownership requirements. The CLD Committee has determined that each director and executive officer ~~complies with~~has either met the applicable level of stock ownership required or is still within the compliance period under these guidelines.

Insider Trading and Hedging Policy

Our insider trading policy prohibits all employees and directors from engaging in hedging or other transactions with derivative securities tied to Coeur’s common stock. This prohibition applies to trading in Coeur-based put and call option contracts and transacting in straddles and similar transactions, except holding and exercising options or other derivative securities granted under Coeur’s equity incentive plans. The policy also prohibits directors and executive officers from holding Coeur securities in a margin account or pledging Coeur securities as collateral for a loan.

Clawback and Forfeiture Policy

Coeur has adopted a ~~“clawback”~~clawback and forfeiture policy providing for the recovery of incentive compensation in certain circumstances. Under the ~~clawback~~ policy, if the Board determines that there has been a restatement due to material noncompliance with a financial reporting requirement, then the Board will seek recovery of all incentive payments that were made to executive officers, and all performance-based equity awards granted to executive officers that vested, in each case, on the basis of having met or exceeded performance targets in grants or awards made after December 18, 2012 during the fiscal year prior to the filing of the Current Report on Form 8-K announcing the ~~restatement, if~~restatement. If the payments or vesting would have been lower had they been calculated based on the restated results, and if the relevant executive officers are found personally responsible for the restatement, as determined by the Board.

~~Limitations on Deductibility of Compensation~~

As The policy also allows the CLD Committee (or the Board in ~~effect for 2017, Section 162(m)~~the case of the ~~Internal Revenue Code generally limited~~CEO) to cancel or require the ~~deductibility~~repayment, recoupment or recovery of compensation paid by a public company to its chief executive officer and its next three most highly compensated officers (not including its chief financial officer) to $1 million, per executive, per year. However, there were, in 2017, exceptions forincentive payments ~~that are performance-based and meet certain requirements under Section 162(m). The Compensation Committee has designed the stock options and performance shares~~or equity awards granted to our NEOs under the 2015 LTIP and its predecessor plans to qualify under Section 162(m) as performance-based compensation under Section 162(m) as in effect at the time those awards were granted. The Compensation Committee also designed the portionany officer of the ~~Annual Incentive Plan~~Company in the event of misconduct by such officer, including fraud, embezzlement, conduct that ~~pays out based on~~causes the ~~achievement~~Company significant reputational or financial harm, breach of ~~corporate goals with~~Company policies, including the ~~intent to qualify under Section 162(m) as in effect in 2017. The application~~Code of ~~Section 162(m) is complex, however,~~Business Conduct and ~~thus the deductibility of any single element of compensation cannot be guaranteed.~~

~~Base salary~~Ethics and grants of service-vesting restricted stock are not performance-based, and therefore are potentially not deductible. In addition, as a result of changes to Section 162(m) under the Tax Cut and Jobs Act effective beginning January 1, 2018, it is expectedwillful misconduct that equity awards or other compensation granted or provided under arrangements entered into or modified after November 2, 2017 to any person who is or was a named executive officer (including the CFO) will not be deductible to the extent such amounts exceed $1 million in any one year. Further, the Compensation Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with the Company’s business needs.

Deductibility is not the sole factor used by the Compensation Committee in ascertaining appropriate levels or manner of compensation. The Compensation Committee believes that it is important to preserve flexibility in administering compensation programsresults in a ~~manner designed to attract, retain and reward high-performing executives, and to promote business objectives that may not necessarily align with the requirements~~termination for full deductibility under Section 162(m). Consequently, the Compensation Committee has not adopted a policy that all compensation must qualify as deductible under Section 162(m), and given the elimination of the performance-based exception effective January 1, 2018, we expect a significant portion of 2018 executive compensation not to be deductible under Section 162(m).

cause.

TABLE OF CONTENTS

DIRECTOR COMPENSATION

For 2020, outside directors received an annual retainer of $180,000, of which half was paid in cash and half was paid in common stock. The Board maintains share ownership guidelines for directors, calling for directors to hold the equivalent of five times their annual base cash retainer in common stock. The Company pays additional retainers to the independent Board Chairman and to each committee Chair. Mr. Krebs, our CEO, does not receive any compensation for his service as a director. Director fees are pro-rated for directors who serve for partial years. We do not pay meeting fees. During the third quarter of 2020, the Board approved an increase in the annual retainer for the chair of the Nominating and Corporate Governance Committee to $15,000 from $10,000 to align with market trends.

Board and Committee Retainers in Effect as of December 31, 2020


	Annual Common Stock Retainer			$90,000
	Annual Cash Retainer			$90,000
	Independent Chairman Annual Retainer			$150,000
	Audit Committee Chair Annual Retainer			$25,000
	Compensation and Leadership Development Committee Chair Annual Retainer			$25,000
	Environmental, Health, Safety and Corporate Responsibility Committee Chair Annual Retainer			$25,000
	Nominating and Corporate Governance Committee Chair Annual Retainer			$15,000

The following table sets forth information regarding the compensation received by each of the Company’s outside directors during the year ended December 31, 2020.

Name	Fees Earned or Paid in Cash ($)^(a)	Stock Awards ($)^(b)	Total ($)^(c)
Robert E. Mellor	251,250	90,000	341,250
Linda L. Adamany	115,000	90,000	205,000
Sebastian Edwards	90,000	90,000	180,000
Randolph E. Gress	90,000	90,000	180,000
Eduardo Luna	90,000	90,000	180,000
Jessica McDonald	90,000	90,000	180,000
John H. Robinson	115,000	90,000	205,000
Brian E. Sandoval^(d)	67,500	90,000	157,500
J. Kenneth Thompson	115,000	90,000	205,000

Explanatory Notes:

(a)	The aggregate dollar amount of all fees paid in cash during 2020 for services as a director, including annual retainer fees, committee and/or chairmanship fees.

(b)	The assumptions used to calculate the valuation of the awards are set forth in Note 15 to the Notes to Audited Consolidated Financial Statements in Coeur’s Annual Report. Stock is granted in full shares which may not equal exactly the stock portion of the retainer.

(c)	As of December 31, 2020, none of our outside directors held outstanding unvested or unexercised equity awards as all prior stock options have expired and director stock awards are now fully vested upon grant.

(d)	On October 12, 2020, Mr. Sandoval resigned from the Board. Mr. Sandoval’s new position as President of the University of Nevada, Reno, does not allow him to serve on corporate boards, which was the reason for his resignation. His compensation reflects his service through this date.

TABLE OF CONTENTS

COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE REPORT

The Compensation and Leadership Development Committee of the Board has reviewed and discussed the above Compensation Discussion and Analysis with management and, based on such review and discussion, has recommended to the Board that the Compensation Discussion and Analysis be included in our proxy statement and our Annual Report.

Compensation and Leadership Development Committee of the Board of Directors

JOHN H. ROBINSON, Chairman
~~KEVIN S. CRUTCHFIELD~~

SEBASTIAN EDWARDS

RANDOLPH E. GRESS

ROBERT E. MELLOR

TABLE OF CONTENTS

~~PROPOSAL NO. 4:~~

~~ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION~~

Proposal No. 4: Advisory Resolution to Approve Executive Compensation

The Board of Directors recommends a vote FOR the advisory resolution to approve

executive compensation

What am I voting for?

►

We are asking our stockholders to vote on an advisory resolution to approve the compensation paid to our named executive officers for ~~2017~~2020.

~~The Board of Directors recommends a vote FOR~~
~~the advisory resolution to approve executive compensation~~

Our ~~2017~~2020 compensation program reflects our pay-for-performance ~~philosophy.~~philosophy and alignment with stockholder returns. We continue to tie a significant portion of CEO and NEO compensation to both short and long-term Company performance objectives and executive compensation outcomes reflect this philosophy:

►

~~three-year realized compensation for~~Strong operational performance at our ~~NEOs was 23% lower than SCT pay, demonstrating alignment with stockholders during a period of time when our stock initially declined~~primary gold operations, disciplined cost performance and ~~then significantly strengthened as~~higher metals prices ~~recovered~~during the second half of the year, partially offset by below-target production at Rochester, resulted in strong financial performance, including YOY increases in revenue, OCF and adjusted EBITDA of 10%, 62% and 51%, respectively, and a 28% one-year increase in Coeur’s stock price

►

AIP for the ~~results~~CEO and other NEOs for Company performance paid out above target, including 121% achievement of ~~our multi-year strategic transformation took hold;~~corporate goals, reflecting strong operational, financial, health and safety performance, and at or above-target payout of the individual component for all NEOs reflecting, in part, the Company’s financial and operational successes while navigating unprecedented COVID-related challenges

►

Payout of performance shares to NEOs for the 2018-2020 performance share opportunity at 51% of target, reflecting: zero payout for the OCF per share metric due to an increase in outstanding shares during the performance period despite improving OCF performance; 101% payout for the growth in reserves and mineralized material per share metric reflecting strong mineralization growth offset in part by share issuances during the performance period; and no impact of the relative TSR modifier

►

three-year realizable pay was 35% higher than SCT pay reflecting alignment with strengthening three-year TSR and provides our NEOs with appropriate incentives to achieve rigorous performance goals tied to stockholder returns;

►

~~The 2015 performance share award paid out at 150% of target based on three-year relative TSR at the 80th percentile of peers and more than doubling OCF per share; and~~

►

strong Company performance against strategic annual objectives resulted in above-target 134% performance under the corporate component of AIP and above-target payouts to NEOs; however, due to negative one-year TSR, in accordance with the Company’s compensation philosophy, the individual components of NEO payouts were capped at 100% and paid out at 90-95%.

We urge stockholders to read the “Compensation Discussion and Analysis” beginning on page 4352 of this proxy statement, which details how our executive compensation policies and procedures are designed to achieve our compensation objectives, as well as the ~~2017~~2020 Summary Compensation Table and other related compensation tables and narrative, ~~appearing~~beginning on ~~pages~~page 67 to 7680 of this proxy statement, which provide detailed information on the compensation of our NEOs.

An advisory stockholder vote on the frequency of stockholder votes to approve executive compensation is required to be held at least once every six years. After considering the vote of stockholders at the 2017 Annual Stockholders’ Meeting and other factors, the Board determined to hold advisory votes on the approval of executive compensation annually until the next advisory vote on frequency occurs. Therefore, we expect to conduct the next advisory vote on the approval of the compensation paid to our NEOs at our next annual stockholders’ meeting in 2022. In accordance with Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the Annual Meeting:

RESOLVED,, that the stockholders of Coeur Mining, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s Named Executive Officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s Annual Meeting.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board. Although non-binding, the Board and the ~~Compensation~~CLD Committee will review and consider the voting results when making future decisions regarding our executive compensation programs.

TABLE OF CONTENTS

~~2017~~2020 EXECUTIVE COMPENSATION INFORMATION

~~2017~~2020 Summary Compensation Table

Set forth below is information regarding compensation earned by or paid or awarded to ~~all~~our NEOs—the persons serving as our CEO, CFO, ~~and~~ the other three most highly compensated executive officers during ~~2017 (the “Named Executive Officers” or “NEOs”)~~2020 and one additional officer, Terrence F. Smith, in accordance with Item 402(a)(3)(iv) of Regulation S-K, because he was not serving as an executive officer as of December 31, 2020. Other than in the cases of Mr. Whelan, Mr. Routledge and Mr. Smith, who became NEOs in 2019, 2020 and 2020, respectively, compensation information has been provided for each NEO for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015.~~

Name and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)^(a)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
Earnings
($)^(b)
Change in
Nonqualified
Deferred
Compensation
Earnings
($)^(c)
All Other
Compensation
($)^(d)
Total
($)
Mitchell J. Krebs
President, Chief
Executive Officer
& Director

2017

675,000

0

2,036,646

0

904,500

0

106,463

3,722,609

2016

650,000

0

1,544,485

0

2,721,500

0

244,849

5,160,834

2015

650,000

0

1,976,837

0

1,695,500

0

91,002

4,413,339

Peter C. Mitchell
Senior Vice President
& Chief Financial
Officer

2017

410,000

0

927,794

0

384,990

0

61,806

1,784,590

2016

400,000

0

712,840

0

341,400

0

50,361

1,504,601

2015

400,000

0

912,389

0

312,000

0

49,089

1,673,478

Frank L. Hanagarne, Jr.
Senior Vice President
& Chief Operating Officer

2017

410,000

0

927,794

0

384,990

0

56,391

1,779,175

2016

400,000

0

712,840

0

332,400

0

85,036

1,530,276

2015

400,000

0

912,389

0

316,500

0

87,843

1,716,732

Casey M. Nault
Senior Vice
President, General Counsel & Secretary

2017

375,000

0

848,588

0

354,938

0

51,399

1,629,925

2016

370,833

0

482,650

0

308,813

0

39,008

1,201,304

2015

325,000

0

625,996

0

171,438

0

40,632

1,163,066

Hans J. Rasmussen
Senior Vice President, Exploration

2017

285,000

0

544,615

0

159,600

0

42,425

1,031,640

2016

285,000

0

408,397

0

162,165

0

30,265

885,827

2018.

Name and Principal Position	Year	Salary ($)	Bonus ($)^(a)	Stock Awards ($)^(b)	Option Awards ($)	Non-Equity Incentive Plan Compensation Earnings ($)^(c)	Change in Nonqualified Deferred Compensation Earnings ($)^(d)	All Other Compensation ($)^(e)	Total ($)
Mitchell J. Krebs President, Chief Executive Officer & Director	2020	725,000	0	2,136,136	0	1,096,563	0	121,209	4,078,908
	2019	675,000	0	2,147,770	0	565,313	0	89,552	3,477,635
	2018	675,000	0	1,945,126	0	480,938	0	100,422	3,201,486
Thomas S. Whelan Senior Vice President & Chief Financial Officer^(f)	2020	365,972	0	773,426	0	456,750	0	73,242	1,669,390
	2019	330,000	0	787,510	0	187,110	0	222,627	1,527,247
Casey M. Nault Senior Vice President, General Counsel & Secretary	2020	375,000	0	828,669	0	475,500	0	44,729	1,723,898
	2019	375,000	0	894,904	0	294,750	0	27,547	1,592,201
	2018	375,000	0	810,463	0	181,688	0	38,839	1,405,991
Michael Routledge Senior Vice President, Chief Operating Officer^(f)	2020	218,750	75,000	913,887	0	266,438	0	26,759	1,500,834
Terrence F. Smith Senior Vice President, Chief Development Officer^(f)	2020	350,000	0	653,117	0	301,088	0	37,597	1,341,802
Hans J. Rasmussen Senior Vice President, Exploration	2020	325,000	0	606,465	0	318,825	0	41,617	1,291,907
	2019	300,000	0	604,550	0	186,975	0	29,481	1,121,006
	2018	300,000	0	547,512	0	144,180	0	29,352	1,021,044

Explanatory Notes:

(a)	~~(a)~~Mr. Routledge received a one-time sign-on bonus of $75,000 upon commencement of his employment with the Company.

(b)

Set forth below is the aggregate grant date fair value of stock awards, as calculated in accordance with FASB ASC 718, granted in ~~2017.~~2020. The assumptions used to calculate the valuation of the awards are set forth in Note 615 to the Notes to Consolidated Financial Statements in Coeur’s Annual Report.

Named Executive Officer	Restricted share award⁽¹⁾ ($)	Performance share award⁽²⁾ ($)
Mr. Krebs	869,996	1,266,140
Mr. Whelan	314,998	458,428

Restricted
share award⁽¹⁾ ($)
Performance share
award⁽²⁾ ($)
Mr. Krebs

810,000

1,226,647

Mr. Mitchell

368,990

558,804

Mr. Hanagarne

368,990

558,804

Mr. Nault

337,493

511,095

Mr. Rasmussen

216,599

328,015

TABLE OF CONTENTS

Named Executive Officer	Restricted share award⁽¹⁾ ($)	Performance share award⁽²⁾ ($)
Mr. Nault	337,495	491,174
Mr. Routledge	429,919	483,968
Mr. Smith	265,999	387,117
Mr. Rasmussen	246,999	359,466

(1)

~~(1)~~

~~As explained in the narrative of this proxy statement, the~~The restricted share awards vest one-third on the first, ~~anniversary~~second and third anniversaries, respectively, of the ~~award, one-third on the second anniversary~~date of ~~the award and one-third on the third anniversary of the award.~~grant.

(2)

~~(2)~~

~~The performance~~Performance share awards cliff-vest based on the attainment of performance goals over a three-year period. The actual value to the NEO of the performance share portions of the grant depends on ~~meeting~~the extent to which certain performance criteria are met over the three-year period as explained in “Compensation Discussion and Analysis”. The grant date fair value of the ~~2017~~2020 performance shares at target is shown in the above table, while the value of these ~~2017~~2020 grants at the time of grant assuming the maximum level of performance was achieved is as follows: for Mr. Krebs ~~$2,143,718;~~$4,144,909; for Mr. ~~Hanagarne $976,581; for Mr. Mitchell $976,581;~~Whelan $1,500,736; for Mr. Nault ~~$893,202;~~$1,607,936; for Mr. Routledge $1,584,346; for Mr. Smith $1,267,290; and for Mr. Rasmussen ~~$573,247.~~$1,176,768.

~~(b)~~(c)

Includes amounts paid under the AIP. Please refer to the discussion in “Compensation Discussion and Analysis — 2020 Executive Compensation Results — AIP”.

~~(c)~~(d)

Participants in our Deferred Compensation Plan do not receive preferential or above-market plan earnings.

~~TABLE OF CONTENTS~~

~~(d)~~(e)

All other compensation, ~~including~~includes perquisites and amounts paid or accrued under termination arrangements. Mr. Krebs received a vehicle allowance of ~~$12,170~~$21,699 during ~~2017.~~2020. Mr. Krebs, Mr. ~~Mitchell,~~Whelan, Mr. ~~Hanagarne,~~Nault, Mr. ~~Nault~~Routledge, Mr. Smith and Mr. Rasmussen received excess group term life insurance valued at ~~$2,250, $5,940, $5,940, $1,260~~$810, $1,242, $810, $725, $810 and ~~$2,683,~~$2,322, respectively, for ~~2017.~~2020. Mr. Krebs, ~~Mr. Mitchell, Mr. Hanagarne,~~ Mr. Nault and Mr. Rasmussen received executive disability insurance coverage whose premiums were $6,219, ~~$3,966, $3,885,~~ $2,264 and ~~$3,585,~~$3,564, respectively, for ~~2017.~~2020. The Company paid premiums of $6,816 for executive life insurance coverage for Mr. ~~Krebs,~~Krebs. Mr. ~~Mitchell,~~Krebs, Mr. Nault, and Mr. ~~Rasmussen~~Smith received transit benefits valued at $2,205, ~~$2,205, $1,560~~$1,470, and ~~$600,~~$1,435, respectively, for ~~2017.~~2020. For ~~2017,~~2020, each NEO other than Mr. Routledge received a company matching contribution to the Coeur Mining, Inc. Defined Contribution and ~~401(K)~~401(k) Plan of ~~$10,800.~~$17,100, and Mr. Routledge received a company matching contribution of $13,125. For 2017, the Board approved a discretionary contribution equal to 4% of eligible compensation for all participating employees, subject to applicable IRS limits, including to each NEO in the amount of $10,800. For 2017,2020, each of Mr. Krebs, Mr. ~~Mitchell,~~Whelan, Mr. ~~Hanagarne,~~Nault, Mr. ~~Nault~~Smith and Mr. Rasmussen received an additional contribution from the Company into the Deferred Compensation Plan in the amount of ~~$56,325, $24,070, $23,620, $20,691~~$60,319, $17,960, $23,085, $13,211 and ~~$8,858,~~$13,619, respectively, which represents 4%6% of their ~~2017~~2020 compensation in excess of their ~~2017 401(K)~~2020 401(k) Retirement Plan limit. In addition, each of ~~Messrs.~~Mr. Krebs, ~~Mitchell, Nault~~Mr. Whelan, Mr. Smith and Mr. Rasmussen was provided with an executive physical in 2020 paid for by the Company in the amount of ~~$5,694, $4,025, $4,025~~$6,041, $10,362, $5,041 and ~~$5,098,~~$5,012, respectively. For 2020, the Company reimbursed Mr. Whelan for tax-adjusted relocation expenses, including tax gross-ups, of $14,111, and tax planning services related to an international relocation in the amount of $12,467. The Company paid for commuting expenses for Mr. Routledge in the amount of $12,909.

(f)	Mr. Whelan was not an NEO in 2018. Mr. Routledge became an NEO on June 1, 2020. Mr. Smith was not an NEO in 2018 or 2019. Compensation paid for years in which an executive was not an NEO is not disclosed in the Summary Compensation Table.

~~TABLE OF CONTENTS~~

~~2017~~2020 Grants of Plan-Based Awards

The following table sets forth information regarding all plan awards that were made to the NEOs during ~~2017,~~2020, including incentive plan awards (equity-based and non-equity based) and other plan-based awards. Disclosure on a separate line item is provided for each grant of an award made to ana NEO during the year. The information supplements the dollar value disclosure of stock, option and ~~non-stock~~nonstock awards in the ~~2017~~2020 Summary Compensation Table by providing additional details about ~~such~~the awards. Equity incentive-based awards are subject to a performance condition or a market condition as those terms are defined by FASB ASC 718. Non-equity incentive plan awards ~~are awards that are~~ not subject to FASB ASC 718 and are intended to serve as an incentive for performance to occur over a specified period.

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)^(c)	Grant Date Fair Value of Stock and Options Award ($)^(d)
Named Executive Officer	Grant Date	Threshold ($)^(a)	Target ($)^(a)	Maximum ($)^(a)	Threshold (#)^(b)	Target (#)^(b)	Maximum (#)^(b)		Grant Date Fair Value of Stock and Options Award ($)^(d)
Mitchell J. Krebs		453,125	906,250	1,812,500
	5/13/2020				21,251	113,338	283,345		443,152
	5/13/2020				21,250	113,337	283,343		443,148
	5/13/2020				12,143	64,764	161,910		253,227
	5/13/2020				6,072	32,382	80,955		126,614
	2/24/2020							169,921	869,996
Thomas S. Whelan		187,500	375,000	750,000
	5/13/2020				7,694	41,036	102,590		160,451
	5/13/2020				7,694	41,036	102,590		160,451
	5/13/2020				4,397	23,449	58,623		91,686
	5/13/2020				2,198	11,724	29,310		45,841

TABLE OF CONTENTS

Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards
Estimated Future Payouts Under
Equity Incentive Plan Awards
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)^(d)
Grant Date
Fair Value
of Stock
and
Options
Awards
($)^(e)

Grant
Date
Threshold
($)^(a)
Target
($)^(a)
Maximum
($)^(a)
Threshold
(#)
Target
(#)
Maximum
(#)
Mitchell J. Krebs

388,125

675,000

1,350,000

1/18/2017(b
)

13,241

52,964

79,446

619,149

1/18/2017(c
)

6,621

26,482

52,964

303,749

1/18/2017(c
)

6,621

26,482

52,964

303,749

1/18/2017(d
)

70,619

810,000

Peter C. Mitchell

172,200

307,500

615,000

1/18/2017(b
)

6,032

24,128

36,192

282,056

1/18/2017(c
)

3,016

12,064

24,128

138,374

1/18/2017(c
)

3,016

12,064

24,128

138,374

1/18/2017(d
)

32,170

368,990

Frank L. Hanagarne, Jr.

172,200

307,500

615,000

1/18/2017(b
)

6,032

24,128

36,192

282,056

1/18/2017(c
)

3,016

12,064

24,128

138,374

1/18/2017(c
)

3,016

12,064

24,128

138,374

1/18/2017(d
)

32,170

368,990

Casey M. Nault

157,500

281,250

562,500

1/18/2017(b
)

5,517

22,068

33,102

257,975

1/18/2017(c
)

2,759

11,034

22,068

126,560

1/18/2017(c
)

2,759

11,034

22,068

126,560

1/18/2017(d
)

29,424

337,493

Hans J. Rasmussen

76,594

142,500

285,000

1/18/2017(b
)

3,541

14,163

21,245

165,565

1/18/2017(c
)

1,771

7,082

14,164

81,231

1/18/2017(c
)

1,770

7,081

14,162

81,219

1/18/2017(d
)

18,884

216,599

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)^(c)	Grant Date Fair Value of Stock and Options Award ($)^(d)
Named Executive Officer	Grant Date	Threshold ($)^(a)	Target ($)^(a)	Maximum ($)^(a)	Threshold (#)^(b)	Target (#)^(b)	Maximum (#)^(b)		Grant Date Fair Value of Stock and Options Award ($)^(d)
	2/24/2020							61,523	314,998
Casey M. Nault		187,500	375,000	750,000
	5/13/2020				8,243	43,967	109,918		171,911
	5/13/2020				8,243	43,967	109,918		171,911
	5/13/2020				4,711	25,124	62,810		98,235
	5/13/2020				2,355	12,562	31,405		49,117
	2/24/2020							65,917	337,495
Michael Routledge		109,375	218,750	437,500
	6/3/2020				8,123	43,322	108,305		169,389
	6/3/2020				8,123	43,322	108,305		169,389
	6/3/2020				4,642	24,755	61,888		96,792
	6/3/2020				2,321	12,378	30,945		48,398
	6/3/2020							82,518	429,919
Terrence F. Smith		131,250	262,500	525,000
	5/13/2020				6,497	34,653	86,633		135,493
	5/13/2020				6,497	34,653	86,633		135,493
	5/13/2020				3,713	19,801	49,503		77,422
	5/13/2020				1,856	9,900	24,750		38,709
	2/24/2020							51,953	265,999
Hans Rasmussen		121,875	243,750	487,500
	5/13/2020				6,033	32,177	80,443		125,812
	5/13/2020				6,033	32,177	80,443		125,812
	5/13/2020				3,448	18,387	45,968		71,893
	5/13/2020				1,724	9,194	22,985		35,949
	2/24/2020							48,242	246,999

Explanatory Notes:

(a)

The applicable range of estimated payouts under the AIP denominated in dollars (threshold, target, and maximum amount). Please refer to the discussion in “Compensation Discussion and Analysis — 2020 Executive Compensation Results — AIP”.

(b)

The number of performance shares to be paid out or vested ~~upon satisfaction of the conditions in question~~ within the applicable range of estimated payouts (threshold at ~~25%~~18.75%, target at 100%, and maximum amount at 150%) as determined by Coeur’s three-year total stockholder return compared to its precious metals mining peer group. Please refer to the discussion in “Compensation Discussion and Analysis — 2017 Executive Compensation Results — Long-Term Equity Incentive Awards”.

~~(c)~~

The number of performance shares to be paid out or vested upon satisfaction of the conditions in question within the applicable range of estimated payouts (threshold at 25%, target at 100%, and maximum amount at 200%250%) as determined by the achievement of specific operational goals over a three-year ~~period.~~period or achievement of milestones on or before stated dates with respect to the awards tied to the Rochester Expansion and Silvertip Expansion and, in each case, satisfaction of time-based vesting conditions. Please refer to the discussion in “Compensation Discussion and Analysis — ~~2017~~2020 Executive Compensation Results — Long-Term Equity Incentive Awards”.

~~(d)~~(c)

This column consists of the annual restricted share grants as described above in the “Compensation Discussion and Analysis — ~~2017~~2020 Executive Compensation Results — Long-Term Equity Incentive Awards”.

~~(e)~~(d)

Fair Value of stock awards granted on the award date.

~~TABLE OF CONTENTS~~

Narrative Disclosure to Summary

Compensation Table and Grants of Plan-Based Awards Table

Employment Agreements

Mitchell J. ~~Krebs~~

Krebs

On February 5, 2018, Coeur and Mitchell J. Krebs entered into an amended and restated employment agreement amending the terms of Mr. Krebs’s employment as President and Chief Executive Officer. Mr. Krebs’s amended employment agreement ~~calls~~provides for aan annual base salary subject to adjustment from time to time, plus annual incentive compensation. Mr. Krebs’s employment agreement includes severance and change-in-control provisions, the terms of which are described under “Potential Payments Upon Termination or ~~Change-in-Control~~Change in-Control — Severance and ~~Change-in-Control~~Change-in-

TABLE OF CONTENTS

Control Arrangement with Mr. Krebs.” The term of Mr. Krebs’s employment runs through June 30, ~~2018,~~2021, at which time the term will automatically renew for an additional one-year period, ending June 30, ~~2019,~~2022, unless terminated or modified by us by written notice, subject to the terms and conditions of the agreement.

~~Peter C. Mitchell, Frank L. Hanagarne, Jr., Casey M. Nault~~

Other NEOs

No executive other than Mr. Krebs has an employment agreement, and ~~Hans J. Rasmussen~~

~~Messrs. Mitchell, Hanagarne, Nault and Rasmussen do not have employment agreements, and are~~each is instead covered by our Executive Severance Policy or, with respect to Mr. Smith, our Officer Severance Policy, described under ~~“Termination of Employment/~~“Potential Payments Upon Termination or Change-in-Control — Severance and Change-in-Control Arrangements ~~— Executive Severance Policy.”~~

with other NEOs”.

~~TABLE OF CONTENTS~~

Outstanding Equity Awards at ~~2017~~2020 Year-End

The following table sets forth information on outstanding option and stock awards held by the NEOs on December 31, ~~2017,~~2020, including the number of shares underlying both exercisable and unexercisable portions of each stock option as well as the exercise price and expiration date of each outstanding option.

Option Awards
Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
^(a)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)^(b)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
Equity
Incentive
Plan
Awards:
Number
of Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)^(c)
Equity
Incentive
Plan Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)^(d)
Mitchell J. Krebs

2,183

0

48.50

1/10/2018

341,592

2,561,940

808,181

6,061,358

10,275

0

10.00

2/3/2019

13,167

0

15.40

3/2/2020

11,496

0

27.45

1/3/2021

22,631

0

27.66

1/31/2022

30,487

0

23.90

1/22/2023

Peter C. Mitchell

157,234

1,179,255

372,373

2,792,798

Frank L. Hanagarne, Jr.

3,249

0

20.90

10/3/2021

157,234

1,179,255

372,373

2,792,798

9,854

0

27.66

1/31/2022

12,957

0

23.90

1/22/2023

Casey M. Nault

9,036

0

19.01

5/7/2022

114,273

857,048

264,361

1,982,708

9,171

0

23.90

1/22/2023

Hans J. Rasmussen

5,598

0

11.88

10/1/2023

90,680

680,100

214,670

1,610,025

	Option Awards				Stock Awards
Named Executive Officer	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable ^(a)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested (#)^(b)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)^(c)	Equity Incentive Plan Awards: Market or Payable Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)^(d)
Mitchell J. Krebs	11,496	0	$27.45	1/3/2021
	22,631	0	$27.66	1/31/2022
	30,487	0	$23.90	1/22/2023
					310,353	$3,212,154
							716,597	$7,416,779
Thomas S. Whelan					100,499	$1,040,165
							204,941	$2,121,139
Casey M. Nault	9,036	0	$19.01	5/7/2022
	9,171	0	$23.90	1/22/2023
					124,430	$1,287,851
							289,276	$2,994,007
Michael Routledge					82,518	$854,061
							123,777	$1,281,092
Terrence F. Smith	7,042	0	$9.31	3/6/2024
					85,872	$888,775
							147,727	$1,528,974
Hans J. Rasmussen	5,598	0	$11.88	10/1/2023
					87,770	$908,420
							202,493	$2,095,803

Explanatory Notes:

(a)

Options that expire January ~~10, 2018~~3, 2021 through ~~October 1, 2023~~March 26, 2024 were fully vested as of December 31, ~~2017.~~2020.

(b)

With respect to the number of ~~shares of~~ restricted ~~stock~~shares granted and unvested as of December 31, ~~2017:~~2020:

►

For Mr. Krebs, a grant of ~~123,417~~102,402 restricted shares that vests one-third annually beginning ~~January 20, 2016,~~February 5, 2019, a grant of ~~344,751~~159,448 restricted shares that vests one-third annually beginning ~~January 20, 2017,~~February 5, 2020 and a grant of ~~70,619~~169,921 restricted shares that vests one-third annually beginning ~~January 18, 2018.~~February 24, 2021.

►

For Mr. ~~Mitchell,~~Whelan, a grant of ~~56,962~~58,464 of restricted shares that vests one-third annually beginning ~~January 20, 2016,~~February 5, 2020 and a grant of ~~159,116~~61,523 restricted shares that vests one-third annually beginning ~~January 20, 2017 and~~February 24, 2021.

TABLE OF CONTENTS

►	For Mr. Nault, a grant of ~~32,170~~42,667 restricted shares that vests one-third annually beginning ~~January 18, 2018.~~

►

~~For Mr. Hanagarne,~~February 5, 2019, a grant of ~~56,962~~66,437 restricted shares that vests one-third annually beginning ~~January 20, 2016,~~February 5, 2020 and a grant of ~~159,116~~65,917 restricted shares that vests one-third annually beginning ~~January 20, 2017 and~~February 24, 2021.

►	For Mr. Routledge, a grant of ~~32,170~~82,518 restricted shares that vests one-third annually beginning ~~January 18, 2018.~~June 3, 2021.

►

For Mr. ~~Nault,~~Smith, a grant of ~~39,082~~36,798 restricted shares that vests one-third annually beginning ~~January 20, 2016,~~February 5, 2019, a grant of ~~107,734 restricted shares that vets one-third annually beginning January 20, 2017 and a grant of 29,424~~32,480 restricted shares that vests one-third annually beginning ~~January 18, 2018.~~February 5, 2020 and a grant of 51,953 restricted shares that vests one-third annually beginning February 24, 2021.

►

For Mr. Rasmussen, a grant of ~~33,069~~28,824 restricted shares that vests one-third annually beginning ~~January 20, 2016,~~February 5, 2019, a grant of ~~91,160~~44,881 restricted shares that vests one-third annually beginning ~~January 20, 2017~~February 5, 2020 and a grant of ~~18,884~~48,242 restricted shares that vests one-third annually beginning ~~January 18, 2018.~~February 24, 2021.

The total number of performance shares and performance units ~~which~~ do not vest until the end of the three-year performance period, if at all. Performance shares and performance unit awards that were outstanding as of December 31, ~~2017~~2020 were granted ~~January 20, 2015, January 20, 2016~~May 9, 2018, February 5, 2019, May 13, 2020 and, ~~January 18, 2017.~~for Mr. Routledge, June 3, 2020.

(d)

The total fair market value at the end of the fiscal year based on the closing market price of ~~Coeur's~~Coeur’s common stock on the New York Stock Exchange on December ~~29, 2017,~~31, 2020, the final trading day of ~~2017,~~2020, of ~~$7.50.~~$10.35.

~~TABLE OF CONTENTS~~

~~2017~~2020 Option Exercises and Stock Vested

The following table sets forth information regarding each exercise of stock options and vesting of restricted stock and performance shares during ~~2017~~2020 for each of the NEOs on an aggregated basis.

Option Awards
Stock Awards

Number of Shares
Acquired on Exercise
(#)
Value Realized on
Exercise
($)^(a)
Number of Shares
Acquired on Vesting
(#)
Value Realized on
Vesting
($)^(b)
Mitchell J. Krebs

—

—

203,637

2,332,539

Peter C. Mitchell

—

—

93,988

1,076,576

Frank L. Hanagarne, Jr.

—

—

93,164

1,067,017

Casey M. Nault

—

—

64,008

733,194

Hans J. Rasmussen

—

—

54,159

620,377

	Option Awards		Stock Awards
Named Executive Officer	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)^(a)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)^(b)
Mitchell J. Krebs	—	—	140,747	864,129
Thomas S. Whelan	—	—	19,488	120,046
Casey M. Nault	—		58,644	360,050
Michael Routledge	—	—	—	—
Terrence F. Smith	21,219	$56,689	35,487	197,282
Hans J. Rasmussen	—	—	38,865	238,640

Explanatory Notes:

(a)

The aggregate dollar value realized upon exercise of options (i.e., the difference between the market price of the underlying shares at exercise and the exercise price) or upon the transfer of an award for value.

(b)

The aggregate dollar value realized upon vesting of restricted stock (i.e., the number of shares times the market price of the underlying shares on the vesting date) or upon the transfer of an award for value.

Pension Benefits and Nonqualified Deferred Compensation

We do not maintain a defined benefit pension program. Effective February 1, 2014, Coeur established the Coeur Mining, Inc. Non-Qualified Deferred Compensation Plan (“Deferred Compensation Plan”) for highly compensated employees.

The Deferred Compensation Plan allows directors and eligible highly compensated employees the opportunity to defer, on a pre-tax basis, a portion of his or her director fees, base salary, and/or AIP award, as applicable, to a date in the future. Employees can defer 5%-75% of base salary and 5%-75% of AIP award amounts. Directors can defer 5%-75% of director fees. Coeur may also decide to make employer contributions to the account of a participant from time to time. Participants may designate investment funds in which deferred amounts are invested. The net gain or loss on the assets of any such investment funds is used to determine the amount of earnings or losses to be credited to the participant’s account. Each participant must elect the time and form of distribution of deferred amounts (together with any earnings or losses credited to such amounts). Subject to certain limitations in the Deferred Compensation Plan, participants elect the frequency of payments and the number of payments to receive at the time of distribution. Participants are always 100% vested in amounts deferred by the participant. Amounts contributed by Coeur to a participant’s account vest based upon a schedule or schedules determined by us and communicated to the participant.

TABLE OF CONTENTS

Executive Name
Executive
Contributions
in Last FY
($)^(a)
Registrant
Contributions
in Last FY
($)^(b)
Aggregate
Earnings in
Last FY
($)^(c)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance at Last
FYE
($)^(d)
Mitchell J. Krebs

108,225

56,325

93,469

—

777,393

Peter C. Mitchell

—

24,070

791

—

55,956

Frank L. Hanagarne, Jr.

—

23,620

1,022

—

71,075

Casey M. Nault

—

20,691

585

—

40,857

Hans J. Rasmussen

—

8,858

306

—

21,449

Named Executive Officer	Executive Contributions in Last FY ($)^(a)	Registrant Contributions in Last FY ($)^(b)	Aggregate Earnings in Last FY ($)^(c)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)^(d)
Mitchell J. Krebs	—	60,319	158,334	—	1,019,061
Thomas S. Whelan	—	17,960	402	—	5,709
Casey M. Nault	—	23,085	3,804	—	98,138
Michael Routledge	—	—	—	—	—
Terrence F. Smith	—	13,211	55,528	—	305,092
Hans J. Rasmussen	—	13,619	182	—	45,493

Explanatory Notes:

(a)

The amount in this column represents fiscal year ~~2017~~2020 deferred ~~salary,~~compensation, and such amount, if any, has been included in the amount, which is reported in the ~~Salary~~“Non-Equity Incentive Plan Compensation Earnings” column of the Summary Compensation Table.

(b)

The amount in this column is reported in footnote (d) to the All Other Compensation column of the Summary Compensation Table as follows: for ~~2017,~~2020, each of Mr. Krebs, Mr. ~~Mitchell,~~Whelan, Mr. ~~Hanagarne,~~Nault, Mr. ~~Nault~~Smith and Mr. Rasmussen received an additional contribution from the Company into the Deferred Compensation Plan in the amount of ~~$56,325, $24,070, $23,620, $20,691~~$60,319, $17,960, $23,085, $13,211 and ~~$8,858,~~$13,619, respectively. This amount was earned in 2020 but paid during the first quarter of 2020.

(c)

The amount in this column is not included in the Summary Compensation Table because plan earnings were not preferential or above-market.

(d)

The aggregate balances at last fiscal year-end reported in this table include the following amounts that were previously reported as compensation in the Summary Compensation Table of the Company’s proxy statements for prior years:

	Named Executive Officer			Amounts Previously Reported ($)
	Mitchell J. Krebs			469,669
	Thomas S. Whelan			5,307
	Casey M. Nault			89,620
	Michael Routledge			—
	Terrence F. Smith			—
	Hans J. Rasmussen			30,339

~~TABLE OF CONTENTS~~

Executive Name
Amounts
Previously
Reported
Mitchell J. Krebs
$
326,126

Peter C. Mitchell
$
54,652

Frank L. Hanagarne, Jr.
$
68,982

Casey M. Nault
$
39,663

Hans J. Rasmussen
$
7,600

Potential Payments Upon Termination or Change-In-Control

We have severance and change-in-control arrangements with each of the NEOs currently serving as executive officers that provide for certain benefits payable to the executives in the event of certain qualifying terminations not in connection with a change in control or a change in control followed by the termination of the executive’s employment within two years for any reason other than for cause, disability, death, normal retirement or early retirement.

Each of the following constitutes a change in control under our change-in-control arrangements:

►

any organization, group or person (“Person”) (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Coeur representing 35% or more of the combined voting power of the then outstanding securities of Coeur;

►

during any two-year period, a majority of the members of the Board serving at the effective date of the change-in-control arrangement is replaced by directors who are not nominated and approved by the Board;

►

a majority of the members of the Board is represented by, appointed by or affiliated with any Person who the Board has determined is seeking to effect a change in control of Coeur; or

►

we are combined with or acquired by another company and the Board determines, either before such event or thereafter, by resolution, that a change in control will occur or has occurred.

TABLE OF CONTENTS

The change-in-control arrangements provide that in the event the payment provided would constitute a “parachute payment” under Section 280G of the Internal Revenue Code, the payment will be reduced to the amount that will result in no portion being subject to the excise tax unless such reduction would result in the executive receiving a lower payment than the executive would be entitled to receive and retain on a net after-tax basis if such amount was not reduced.

Severance and Change-in-Control Arrangement with Mr. Krebs

If Mr. Krebs is terminated by Coeur without cause or Mr. Krebs terminates his employment with Coeur for good reason not in connection with a change in control, Mr. Krebs would be entitled to the benefits described below:

►

a lump sum equivalent to 2.75 times his base salary and target annual incentive plan award for the year in which the termination occurs; and

►

continuation of health care benefits for Mr. Krebs and his dependents for up to one year following the termination.

If a change in control occurs, Mr. Krebs shall be entitled to the benefits described below upon a termination by Coeur without cause or by Mr. Krebs for good reason within the 90 days preceding or two years following the change in control:

►

a lump sum equivalent to 2.75 times Mr. Krebs’s base salary and target annual incentive plan award for the year in which the change in control occurs; and

►

continuation of health care benefits for Mr. Krebs and his dependents for up to two years following the change in control; and

►

accelerated vesting of unvested grants of equity, as more fully described in the footnotes to the following table.

~~TABLE OF CONTENTS~~

Severance and Change-in-Control Arrangements with other NEOs

Mr. ~~Mitchell, Mr. Hanagarne,~~Whelan, Mr. Nault, ~~and~~ Mr. ~~Rasmussen~~

~~Mr. Mitchell, Mr. Hanagarne, Mr. Nault~~Routledge and Mr. Rasmussen do not have individual employment agreements or change-in-control agreements but are covered under our Executive Severance Policy or, with respect to Mr. Smith, our Officer Severance Policy.

Under ~~that policy,~~these policies in the event of a termination by Coeur without cause or by the employee for good reason not in connection with a change in control, Mr. ~~Mitchell,~~Whelan, Mr. ~~Hanagarne,~~Nault, Mr. ~~Nault~~Routledge, Mr. Smith and Mr. Rasmussen would each be entitled to the benefits described below:

►

a lump sum equivalent to two times the executive’s base salary and target annual incentive plan award for the year in which the termination ~~occurs;~~occurs (except, with respect to Mr. Smith, who is entitled to a lump sum equivalent to one times his base salary); and

►

continuation of health care benefits for the employee and his or her dependents for up to ~~one year~~eighteen months following the ~~termination.~~termination (or up to six months for Mr. Smith).

Under the ~~Executive Severance Policy,~~these policies, if a change in control occurs, Mr. ~~Mitchell,~~Whelan, Mr. ~~Hanagarne,~~Nault, Mr. ~~Nault~~Routledge, Mr. Smith and Mr. Rasmussen would be each entitled to the benefits described below upon a termination by Coeur without cause or by the employee for good reason within the 90 days preceding or two years following the change in control:

►

a lump sum equivalent to two times the executive’s base salary and target annual incentive plan award for the year in which the change in control ~~occurs;~~occurs (except, with respect to Mr. Smith, who is entitled to a lump sum equivalent to one times his base salary and target annual incentive plan award for the year in which the change in control occurs);

►

continuation of health care benefits for the employee and his or her dependents for up to 18 months following the change in ~~control;~~control (or up to six months for Mr. Smith); and

►

accelerated vesting of unvested grants of equity, as more fully described in the footnotes to the following table.

TABLE OF CONTENTS

The following table describes the potential payments and benefits under our compensation and benefit plans and arrangements to which the NEOs would be entitled upon certain terminations of employment assuming the triggering event took place after the close of business on December ~~29, 2017~~^(a) ~~(i.e., the last business day of 2017)~~31, 2020 and the price per share of Coeur’s common stock is the closing market price of ~~$7.50~~$10.35 as of that date.

Name and Principal Position
Cash
Severance
Payments
($)^(b)
Continuation
of Medical/
Welfare
Benefits
(present
value)
($)^(c)
Accelerated
Vesting
of Equity
Awards
($)^(d)
Total
Termination
Benefits
($)
Mitchell J. Krebs, President, Chief Executive Officer and Director

►
Not for cause — involuntary

3,712,500

20,770

—

3,733,270

►
Death & Disability

—

—

7,234,860

7,234,860

►
Not for cause — voluntary under age 65

—

—

—

—

►
Change in Control, without termination

—

—

—

—

►
Termination subsequent to a Change in Control (e)

2,677,482

42,395

6,323,633

9,043,510

Peter C. Mitchell, Senior Vice President and Chief Financial Officer

►
Not for cause — involuntary

1,435,000

8,721

—

1,443,721

►
Death & Disability

—

—

3,331,230

3,331,230

►
Not for cause — voluntary under age 65

—

—

—

—

►
Change of Control, without termination

—

—

—

—

►
Termination subsequent to a Change in Control

1,435,000

13,281

2,912,248

4,360,528

Frank L. Hanagarne, Jr., Senior Vice President and Chief Operating Officer

►
Not for cause — involuntary

1,435,000

17,321

—

1,452,321

►
Death & Disability

—

—

3,331,230

3,331,230

►
Not for cause — voluntary under age 65

—

—

—

—

►
Change in Control, without termination

—

—

—

—

►
Termination subsequent to a Change in Control

1,435,000

26,378

2,912,248

4,373,625

Casey M. Nault, Senior Vice President, General Counsel and Secretary

►
Not for cause — involuntary

1,312,500

22,891

—

1,335,391

►
Death & Disability

—

—

2,400,098

2,400,098

►
Not for cause — voluntary under age 65

—

—

—

—

►
Change in Control, without termination

—

—

—

—

►
Termination subsequent to a Change of Control

1,312,500

34,861

2,087,755

3,435,116

Hans J. Rasmussen, Senior Vice President, Exploration

►
Not for cause — involuntary

855,000

19,892

—

874,892

►
Death & Disability

—

—

1,918,103

1,918,103

►
Not for cause — voluntary under age 65

—

—

—

—

►
Change in Control, without termination

—

—

—

—

►
Termination subsequent to a Change in Control

855,000

30,294

1,676,363

2,561,656

Named Executive Officer		Cash Severance Payments ($)^(a)	Continuation of Medical/ Welfare Benefits (present value) ($)^(b)	Accelerated Vesting of Equity Awards ($)^(c)	Total Termination Benefits ($)
Mitchell J. Krebs
►	Not for cause—Involuntary	4,485,938	21,550	0	4,507,487
►	Death & Disability	0	0	10,628,933	10,628,933
►	Not for cause—voluntary under age 65	0	0	0	0
►	Change in Control, without termination	0	0	0	0
►	Termination subsequent to a Change in Control(d)	4,485,938	43,665	6,289,209	10,818,811
Thomas S. Whelan
►	Not for cause—Involuntary	1,500,000	12,106	0	1,512,106
►	Death & Disability	0	0	3,161,304	3,161,304
►	Not for cause—voluntary under age 65	0	0	0	0
►	Change in Control, without termination	0	0	0	0
►	Termination subsequent to a Change in Control(d)	1,500,000	18,369	1,748,084	3,266,453
Casey M. Nault
►	Not for cause—Involuntary	1,500,000	23,423	0	1,523,423
►	Death & Disability	0	0	4,281,857	4,281,857
►	Not for cause—voluntary under age 65	0	0	0	0
►	Change in Control, without termination	0	0	0	0
►	Termination subsequent to a Change in Control(d)	1,500,000	35,539	2,537,789	4,073,328
Michael Routledge
►	Not for cause—Involuntary	1,500,000	22,508	0	1,522,508
►	Death & Disability	0	0	2,135,153	2,135,153
►	Not for cause—voluntary under age 65	0	0	0	0
►	Change in Control, without termination	0	0	0	0
►	Termination subsequent to a Change in Control(d)	1,500,000	33,649	1,281,868	2,815,517
Terrence F. Smith
►	Not for cause—Involuntary	350,000	7,942	0	357,942
►	Death & Disability	0	0	2,674,316	2,674,316
►	Not for cause—voluntary under age 65	0	0	0	0
►	Change in Control, without termination	0	0	0	0
►	Termination subsequent to a Change in Control(d)	612,500	7,942	1,292,566	1,913,007
Hans J. Rasmussen
►	Not for cause—Involuntary	1,137,500	23,589	0	1,161,089
►	Death & Disability	0	0	3,004,222	3,004,222
►	Not for cause—voluntary under age 65	0	0	0	0
►	Change in Control, without termination	0	0	0	0
►	Termination subsequent to a Change in Control(d)	1,137,500	35,792	1,777,271	2,950,563

Explanatory Notes:

~~(a)~~

As disclosed in the Annual Report, the Board approved an Amended and Restated Executive Severance Policy (the “2018 Severance Policy”) and Amended and Restated Employment Agreement with Mr. Krebs effective February 5, 2018. In the interest of presenting timely and relevant information to stockholders, this chart assumes that the 2018 Severance Policy and Mr. Krebs’s amended agreement were in effect on December 29, 2017.

(a)

~~(b)~~

~~Cash~~With the exception of Mr. Smith, cash severance payments consist of 2.75 times for Mr. Krebs and 2.0 times for other executives, the sum of annual base salary plus target annual incentive opportunity. For Mr. Smith, cash severance payments consist of 1.0 times base salary in the case of not for cause—involuntary and 1.0 times base salary plus target annual incentive opportunity in the case of termination subsequent to a change-in control.

TABLE OF CONTENTS

~~(c)~~(b)

In the event of a qualifying termination not in connection with a change in control, NEOs except Mr. Smith receive continued payment of employee health care benefits or costs of benefits for up to 12 months. In the event of a change in control and a subsequent qualifying termination of employment within two years following the change in control, NEOs except Mr. Smith receive continued payment of employee health care benefits or costs of benefits for up to 18 months, except in the case of the CEO, in which case the benefits would be available for up to 24 months. In the event of a qualifying termination not in connection with a change in control, Mr. Smith would receive continued payment of employee health care for six months. This column represents the net present value of health plan benefits provided upon termination.

~~(d)~~(c)

Represents the value of any unvested stock options, restricted stock or other equity awards that were not vested as of the relevant date and whose vesting was accelerated.

►

In the event of death or disability, all options, restricted stock grants, and performance share grants would vest 100%, with the performance shares vesting at target. The NEOs would have 12 months from the date of death or disability to exercise their options, except for ~~non-qualified~~nonqualified options granted prior to January 22, 2013 which permit up to three years to exercise in the event of disability.

►

In the event of a qualifying termination of employment within 90 days prior to and up to two years following a change in control, the NEOs would have up to 12 months from termination to exercise their options, except for incentive stock options granted between January 22, 2013 and May 13, 2015, which permit up to two years to exercise, instead of the usual 3 months. Our equity awards are “double trigger” accelerated vesting upon a change-in-control, meaning stock options and restricted stock will vest 100%, and performance shares will vest pro-rata based on the actual performance achieved up to the date of the change in control, in each case only upon a qualifying termination within 90 days prior to and up to two years after the change in control. For purposes of the above disclosures, the pro-rata achievement of performance targets was estimated using the elapsed time in the performance period occurring prior to the hypothetical change in control, compared to the total length of the performance period.

(d)
~~(e)~~

The severance payments will be reduced to keep the total payments from exceeding the cap imposed by the golden parachute rules of the Internal Revenue Service to the extent that such reduction will, on a net after-tax basis, provide the executive with a greater value than if no reduction was made and the executive paid any 280G-related excise tax payments. ~~For Mr. Krebs,~~No values shown in the ~~amounts are shown net of a reduction of $1,035,018.~~table have been reduced.

In the event of death or disability, no special benefits are provided other than the payment of any accrued compensation and benefits under the companywide benefit plans, and the accelerated vesting of equity grants discussed above. ~~None of the NEOs is eligible for retirement.~~ Upon an eligible retirement, the NEOs are entitled to accelerated vesting of equity identical to that occurring in the event of death or disability, except that options are generally exercisable for only three months after retirement, except for non-qualified options granted January 22, 2013 or July 1, 2013 which permit up to three years to exercise after retirement.

None of the NEOs is currently eligible for retirement.

TABLE OF CONTENTS

~~2017~~2020 RATIO OF CEO COMPENSATION TO MEDIAN EMPLOYEE COMPENSATION

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following ratio of the annual total compensation of Mr. Krebs, our CEO, to the annual total compensation of our median employee. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

For ~~2017,~~2020, our last completed fiscal year:

►

the annual total compensation of our CEO, as reported in

the ~~2017~~2020 Summary Compensation Table on page 6780 of this p~~roxy~~

proxy statement, was ~~$3,722,609;~~$4,078,908; and

►

~~the annual total compensation of our median compensated employee (other than our CEO) was $41,899.~~

~~Based on this information, for 2017~~For 2020, the ratio of the annual total compensation of Mr. Krebs, our CEO, to the annual total compensation of our median compensated employee was ~~88.8~~71 to 1.1
	► the annual total compensation of our median compensated employee (other than our CEO) was $57,433.

To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:

►

We determined that, as of December 31, ~~2017,~~2020, our employee population consisted of approximately ~~2,257~~1,959 individuals with these individuals located in the United States, ~~Bolivia,~~ Canada and Mexico (as reported in Item 1, Business, in our Annual Report). This population consisted of our full-time, part-time, and temporary employees.

►

To identify the “median employee” from our employee population, we compared the amount of total cash compensation reflected in our payroll records. Total cash compensation includes base salary or hourly wages paid during ~~2017,~~2020, as applicable, and amounts paid during ~~2017~~2020 under our AIP and other cash bonus arrangements. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. In making the determination of the median employee, we annualized the compensation of approximately 167 full-time employees who work at our Silvertip mine in British Columbia, Canada, which we acquired during the fourth quarter of 2017.

►

Once we identified our median employee, we combined all of the elements of such employee’s compensation for ~~2017~~2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of ~~$41,899.~~

►

~~Our~~$57,433. The median employee’s ~~annual~~ total compensation ~~includes hourly wages and cash bonus earned during 2017. For 2017,~~for 2020 included a contribution of $3,217 to the account of the employee in the Company’s 401(k) Retirement Plan. The Company ~~contributed~~contributes an amount equal to 100% of up to the first 4%6% of an employee’s eligible compensation contributed by the employee to the Company’s 401(K) Retirement Plan. In addition, for 2017, the Board approved a discretionary contribution equal to 4% of eligible compensation for all participating employees, subject to applicable IRS limits. This contribution was made during the first quarter of 2018. For 2017, the median compensated employee received an aggregate of $2,828 in ~~respect of the Company’s contribution to the employee’s Company’s 401(K) Retirement Plan account and the discretionary contribution.~~2020.

►

With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our ~~2017~~2020 Summary Compensation Table on page 6780 of this p~~roxy~~proxy statement and incorporated by reference under Item 11 of Part III of our Annual Report.

TABLE OF CONTENTS

~~DIRECTOR COMPENSATION~~

GENERAL INFORMATION

~~For 2017, outside directors received~~

When and where is the Annual Meeting?

The 2021 Annual Meeting will be held on Tuesday, May 11, 2021, at 9:30 a.m., Central Time, and will be conducted solely in a virtual format due to continuing public health and travel safety concerns relating to COVID-19. The health and well-being of our employees, Board members and stockholders is our top priority. The Annual Meeting will be conducted as a live audio webcast. We intend to return to in-person annual stockholder meetings in the future once health and safety conditions permit.

How Can I Access the Annual Meeting?

Stockholders can join the Annual Meeting by navigating to www.virtualshareholdermeeting.com/cde2021. Online access to the audio webcast will begin approximately 15 minutes before the start of the Annual Meeting to allow time for you to log-in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time. Stockholders participating in the Annual Meeting will be able to vote their shares electronically during the Annual Meeting and may submit questions during the virtual event using the directions on the meeting website at www.virtualshareholdermeeting.com/cde2021.

Will I Be Able to Participate in the Virtual Annual Meeting?

We have designed the format of the Annual Meeting to ensure that stockholders are afforded the same rights and opportunities to participate as they would have at an ~~annual retainer~~in-person meeting. After the business portion of ~~$180,000,~~the Annual Meeting concludes and the meeting is adjourned, we expect to hold a Q&A session during which we intend to answer questions submitted during the meeting that are pertinent to the Company and the items being brought before the stockholder vote at the Annual Meeting, as time permits. Our responses to questions properly submitted will be made available to all stockholders on the Annual Meeting website promptly following completion of the Annual Meeting. The Q&A session will be conducted in accordance with the Rules for Conduct of Meeting, which ~~half was paid~~will be available for review at the Annual Meeting at www.virtualshareholdermeeting.com/cde2021. Stockholders participating in ~~cash~~the Annual Meeting will be able to vote their shares electronically during the Annual Meeting using the directions on the meeting website. To participate in the Annual Meeting, you will need the 16-digit control number found on your proxy card, voting instruction form or notice of internet availability. If you hold your shares in the name of a broker, bank, trustee or other nominee, you may need to contact your broker, bank, trustee or other nominee for assistance with your 16-digit control number.

Who is entitled to vote at the Annual Meeting? What is the Record Date?

All stockholders of record as of the close of business on the Record Date, March 17, 2021, are entitled to vote at the Annual Meeting and ~~half was paid~~any adjournment or postponement thereof upon the matters listed in the Notice of Annual Meeting. Each stockholder is entitled to one vote for each share held of record on that date. As of the close of business on the Record Date, a total of 243,469,002 shares of our common stock were outstanding.

What is the difference between a stockholder of record and a stockholder who holds in street name?

If your shares of Coeur common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are a stockholder of record, and these proxy materials are being sent directly to you from the Company.

If your shares of Coeur common stock are held in “street name” meaning your shares of Coeur common stock are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of these shares, and these proxy materials are being forwarded to you by your broker, banker or other nominee, who is considered the stockholder of record with respect to such shares. As the beneficial owner of Coeur common stock, you have the right to direct your broker, bank or other nominee on how to vote, and you will receive instructions from your broker, bank or other nominee describing how to vote your shares of Coeur common stock. The Board maintains share ownership guidelines for directors, calling for directors to hold the equivalent of five times their annual base cash retainer in common stock. The Company pays additional retainers to the independent Board Chairman and to each committee Chair. As our CEO, Mr. Krebs does not receive any compensation for his service as a director. Director fees are pro-rated for directors who serve for partial years. We do not pay meeting fees. Director compensation amounts were unchanged from those in 2016.

~~Board and Committee Retainers for the Year Ended December 31, 2017~~

Annual Common Stock Retainer
$
90,000

Annual Cash Retainer
$
90,000

Independent Chairman Annual Retainer
$
150,000

Audit Committee Chair Annual Retainer
$
20,000

Compensation Committee Chair Annual Retainer
$
15,000

Nominating and Corporate Governance Committee Chair Annual Retainer
$
10,000

Environmental, Health, Safety and Social Responsibility Committee Chair Annual Retainer
$
10,000

~~The following table sets forth information regarding the compensation received by each of the Company’s outside directors during the year ended December 31, 2017:~~

Name
Fees
Earned or Paid
in Cash
($)^(a)
Stock
Awards
($)^(b)
Total
($)^(c)
Robert E. Mellor
$
250,000

$
90,000

$
340,000

Linda L. Adamany
$
110,000

$
90,000

$
200,000

Sebastian Edwards
$
90,000

$
90,000

$
180,000

John H. Robinson
$
105,000

$
90,000

$
195,000

Kevin S. Crutchfield
$
90,000

$
90,000

$
180,000

Randolph E. Gress
$
90,000

$
90,000

$
180,000

J. Kenneth Thompson
$
100,000

$
90,000

$
190,000

~~Explanatory Notes:~~

~~(a)~~

~~The aggregate dollar amount of all fees paid in cash for services as a director, including annual retainer fees, committee and/or chairmanship fees.~~

~~(b)~~

The assumptions used to calculate the valuation of the awards are set forth in Note 6 to the Notes to Audited Consolidated Financial Statements in Coeur’s Annual Report. Stock is granted in full shares which may not equal exactly the stock portion of the retainer.

~~(c)~~

As of December 31, 2017, none of our outside directors held outstanding unvested or unexercised equity awards as all prior stock options have expired and director stock awards are now fully vested upon grant.

TABLE OF CONTENTS

~~EQUITY COMPENSATION PLANS~~

~~The following table sets forth information~~

How do I inspect the list of stockholders of record?

A list of the stockholders of record as of ~~December 31, 2017~~the Record Date entitled to vote at the Annual Meeting will be available for review on the virtual platform for the Annual Meeting. In addition, stockholders wishing to review the list of stockholders entitled to vote at the Annual Meeting can make arrangements to do so by contacting our Investor Relations department at investors@coeur.com.

Why did I receive a notice in the mail regarding the ~~Company’s equity compensation plans.~~

Plan Category
Number of shares to
be issued upon
exercise of
outstanding options,
warrants and rights
($)^(a)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
($)^(b)
Number of shares
remaining
available for future
issuance under
equity
compensation plans
(excluding
securities reflected
in column (a))⁽¹⁾
($)^(c)
Equity compensation plans approved by security holders

617,446

10.53

2,014,703

Equity compensation plans not approved by security holders

–

–

–

Total

617,446

10.53

2,014,703

~~(1)~~

Amounts include 2,368,281 performance shares that cliff vest three years after the date of grant if certain market and performance criteria are met, if the recipient remains an employee of the Company and subject to approval of the Compensation Committee of the Board of Directors. The Compensation Committee of the Board of Directors has discretion to settle performance shares in cash.

internet availability of proxy materials?

In accordance with the rules of the SEC, instead of mailing to stockholders a printed copy of our proxy statement, Annual Report and other materials (the “proxy materials”) relating to the Annual Meeting, Coeur may furnish proxy materials to stockholders on the internet by providing a notice of internet availability of proxy materials (the “Notice of Internet Availability”) to inform stockholders when the proxy materials are available on the internet. If you receive the Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. Instead, the Notice of Internet Availability will instruct you on how you may access and review all of Coeur’s proxy materials, as well as how to submit your proxy, over the internet. The proxy materials are available at www.proxyvote.com.

Will I get more than one copy of the notice or proxy materials if multiple stockholders share my address?

When multiple stockholders have the same address, the SEC permits companies and intermediaries, such as brokers, to deliver a single copy of certain proxy materials and the Notice of Internet Availability to them. This process is commonly referred to as “householding”. We do not participate in householding, but some brokers may for stockholders who do not take electronic delivery of proxy materials. If your shares are held in a brokerage account and you have received notice from your broker that it will send one copy of the Notice of Internet Availability or proxy materials to your address, householding will continue until you are notified otherwise or instruct your broker otherwise. If, at any time, you would prefer to receive a separate copy of the Notice of Internet Availability or proxy materials, or if you share an address with another stockholder and receive multiple copies but would prefer to receive a single copy, please notify your broker. We promptly will deliver to a stockholder who received one copy of the Notice of Internet Availability or proxy materials as the result of householding a separate copy upon the stockholder’s written or oral request directed to our investor relations department at (312) 489-5800, Coeur Mining, Inc., 104 South Michigan Avenue, Suite 900, Chicago, Illinois 60603. Please note, however, that if you wish to receive a paper proxy card or other proxy materials for purposes of this year’s Annual Meeting, you should follow the instructions provided in the Notice of Internet Availability.

What does it mean to give a proxy?

The persons named on the proxy card (the “proxy holders”) have been designated by the Board to vote the shares represented by proxy at the Annual Meeting. The proxy holders are officers of Coeur. They will vote the shares represented by each properly executed and timely received proxy in accordance with the stockholder’s instructions, or if no instructions are specified, the shares represented by each otherwise properly executed and timely received proxy will be voted “FOR” each nominee in Proposal 1 and “FOR” Proposals 2, 3 and 4 in accordance with the recommendations of the Board as described in this proxy statement. If any other matter properly comes before the Annual Meeting or any adjournment or postponement thereof, the proxy holders will vote on that matter in their discretion.

How do I vote?

If you are a holder of shares of Coeur common stock, you can vote by telephone or on the internet 24 hours a day through 11:59 p.m. (Central Time) on the day before the Annual Meeting date using the telephone number or visiting the website listed on page 93. If you are submitting a proxy for your shares by telephone or internet, you should have in hand when you call or access the website, as applicable, the Notice of Internet Availability or the proxy card or voting instruction card (for those holders who have received, by request, a hard copy of the proxy card or voting instruction card).

If you have received, by request, a hard copy of the proxy card or voting instruction card, and wish to submit your proxy by mail, you must complete, sign and date the proxy card or voting instruction card and return it in the envelope provided so that it is received prior to the Annual Meeting.

TABLE OF CONTENTS

While the Company encourages holders of common stock to vote by proxy, you also have the option of voting your shares of common stock at the Annual Meeting through the virtual platform. If you are a stockholder of record of common stock, you have the right to attend the Annual Meeting and vote at the Annual Meeting, subject to compliance with the procedures described below.

How can I revoke a proxy or change my vote?

If you are a stockholder of record of Coeur common stock, you may change your vote or revoke your proxy at any time prior to the voting at the Annual Meeting:

►	by providing written notice to our Corporate Secretary;

►	by attending the Annual Meeting and voting in through the virtual platform (your attendance at the Annual Meeting will not by itself revoke your proxy);

►	by submitting a later-dated proxy card;

►	if you submitted a proxy by telephone or Internet, by submitting a subsequent proxy by telephone or internet; or

►	if you are a beneficial owner of Coeur common stock and have instructed a broker, bank or other nominee to vote your shares, you may follow the directions received from your broker, bank or other nominee to change or revoke those instructions.

How many shares must be represented in person or by proxy to hold the Annual Meeting?

A majority of the voting power of all issued and outstanding stock entitled to vote at the Annual Meeting, represented at the meeting in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

What is a broker non-vote?

A broker non-vote occurs when a broker or other nominee that holds shares on behalf of a street name stockholder does not vote on a particular matter because it does not have discretionary authority to vote on that particular matter and has not received voting instructions from the street name stockholder.

Under the rules of the New York Stock Exchange, if you hold your shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee has discretionary authority to vote on routine matters but not on non-routine matters. If you hold your shares in street name, it is critical that you cast your vote if you want it to count for non-routine matters as described in the table below. Broker non-votes and abstentions by stockholders from voting (including brokers holding their clients’ shares of record who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is present. However, because broker non-votes and abstentions are not considered “votes cast” under Delaware law, they will have no effect on the approval of any matter. Ratification of auditors is the only routine matter that is up for stockholder vote at this Annual Meeting (and there should be no broker non-votes with respect to this routine matter).

Who will tabulate the vote?

Votes cast by proxy or at the Annual Meeting will be tabulated by the inspectors of election appointed by us for the meeting.

Who bears the cost of this proxy solicitation?

We will bear the cost of soliciting proxies. Proxies may be solicited by directors, officers or regular employees in person or by telephone or electronic mail without special compensation. We have retained Morrow Sodali LLC, Stamford, Connecticut, to assist in the solicitation of proxies. Morrow Sodali LLC’s fee will be $8,000, plus out-of-pocket expenses.

Do stockholders have dissenters’ rights?

Pursuant to applicable Delaware law, there are no dissenters’ or appraisal rights relating to the matters to be acted upon at the Annual Meeting.

TABLE OF CONTENTS

Votes Required to Approve the Proposals:

Election of nine directors

Majority of votes cast for each of the nominees

None

Broker may not vote shares without specific voting instructions. Broker non-votes have no effect on the approval of this proposal.

Ratification of independent auditors for 2021

Majority of votes cast for the action

None

Broker may vote shares if you do not provide specific voting instructions. There will be no broker non-votes.

Approval of amendment to the Coeur Mining, Inc. 2018 Long-Term Incentive Plan

Majority of votes cast for the action

Against⁽²⁾

Broker may not vote shares without specific voting instruction. Broker non-votes have no effect on the approval of this proposal.

Advisory vote on executive compensation

Majority of votes cast for the action

None

Broker may not vote shares without specific voting instructions. Broker non-votes have no effect on the approval of this proposal.

(1)	If you are a beneficial holder and do not provide specific voting instructions to your broker, the organization that holds your shares will not be authorized to vote your shares on “non-routine” proposals (Proposals 1, 3 and 4), which would result in “broker non-votes” on these matters.

(2)	Under Delaware law, abstentions are not counted as votes cast. However, for purposes of approval of Proposal 2 under NYSE rules, abstentions are treated as votes cast, and, therefore, will have the same effect as a vote “against” the proposal.

YOUR VOTE IS IMPORTANT

Please cast your vote as soon as possible by using one of the following methods:

			Online at www.proxyvote.com						Call toll-free from the United States, U.S. territories and Canada via 1-800-690-6903

			Mail your signed proxy or voting instruction form						Attend the Annual Meeting virtually www.virtualshareholdermeeting.com/cde2021

Your Vote is Important – We will make a charitable contribution of $1 to Hire Heroes USA for every stockholder account that votes. Coeur is committed to recruiting, supporting and integrating current and former members of the military into our operations through our Coeur Heroes program, launched in 2018. Coeur Heroes allows service members to use the special skills they developed during their time of service to help make a difference at our operations.

TABLE OF CONTENTS

OTHER MATTERS

Management is not aware of any other matters to be considered at the Annual Meeting. If any other matters properly come before the meeting, the persons named in the enclosed proxy will vote the Proxy in accordance with their discretion.

~~Related Person Transactions~~

Our Related Person Transactions Policy includes written policies and procedures for the review, approval or ratification of related person transactions. As more fully explained in this policy, any transaction in which a related person has a material interest, other than transactions involving aggregate amounts less than $120,000, must be approved or ratified by the NCGC. The policies apply to all executive officers, directors and their immediate family members. Since the beginning of 2017, there were no related person transactions under the relevant standards.

~~We take the following steps with regard to related person transactions:~~

►

On an annual basis, each director and executive officer of the Company completes a Director and Officer Questionnaire that requires disclosure of any transaction, arrangement or relationship with us during the last fiscal year in which the director or executive officer, or any member of his or her immediate family, had a direct or indirect material interest.

►

Each director and executive officer is expected to promptly notify our legal department of any direct or indirect interest that such person or an immediate family member of such person had, has or may have in a transaction in which we participate.

►

~~Any reported transaction that our legal department determines may qualify as a related person transaction is referred to the NCGC.~~

►

~~The Company monitors its accounts payable, accounts receivable and other databases to identify any other potential related person transactions that may require disclosure.~~

In determining whether or not to approve or ratify a related person transaction, the NCGC may take such action as it may deem necessary or in the best interests of the Company and may take into account the effect of any related person transaction on independence status of a director.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act, requires Coeur’s officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file initial reports of ownership of our equity securities on Form 3 and reports of changes in ownership on Form 4 or Form 5. Persons subject to Section 16 are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file. Based solely on a review of such forms furnished to us and written representations that no other reports were required, we believe that for 2017 all required reports were filed on a timely basis under Section 16(a).

Cautionary Statement Concerning Forward-Looking Statements

This proxy statement contains numerous forward-looking statements within the meaning of Section 21E of the Exchange Act relating to our gold, silver, zinc and lead mining business, including statements regarding reserve and measured and indicated mineralized material estimates, production levels, cash flow levels, growth, margins, mine lives, exploration efforts, capital expenditures, net asset values, expectations regarding the potential expansion and restart at Silvertip environmental, social and governance (ESG) initiatives, return on invested capital, 2020 Responsibility Report timing and content, the POA 11 expansion project and technical report results at Rochester, mining and processing rates, costs, risk profile, returns, ~~and~~ advancement of strategic ~~priorities.~~priorities and COVID-19 mitigation efforts. Such forward-looking statements are identified by the use of words such as “believes,” “intends,” “expects,” “hopes,” “may,” “should,” “plan,” “projected,” “contemplates,” “anticipates” or similar ~~words. Actual~~words and involve known and unknown risks, uncertainties and other factors which may cause Coeur’s actual results, ~~could differ~~performance, or achievements to be materially different from ~~those projected in~~any future results, performance, or achievements expressed or implied by the forward-looking statements. ~~The factors~~Factors that could cause actual results to differ materially from those projected in the forward-looking statements ~~include~~include: (i) the risk factors set forth in our Annual ~~Report,~~Report; (ii) the risk that anticipated production, cost, expenditure and expense levels are not attained; (iii) the risks and hazards inherent in the mining business (including risks inherent in developing large-scale mining projects, environmental hazards, industrial accidents, weather or geologically related conditions)~~, (iii)~~; (iv) changes in the market prices of gold, silver, zinc and lead and treatment and refining charges of gold, silver, zinc and lead, and a sustained lower price ~~environment, (iv)~~or higher treatment and refining charge environment; (v) the impact of the COVID-19 pandemic, including disruptions to operations, the need for heightened health and safety protocols to minimize exposure and transmission risk, and disruptions to our vendors, suppliers and the communities where we operate; (vi) the uncertainties inherent in ~~our~~the Company’s production, exploratory and developmental activities, including risks relating to permitting and regulatory delays (including the impact of government shutdowns), ground conditions and grade ~~variability, (v)~~variability; (vii) any future labor disputes or work stoppages (involving ~~Coeur~~the Company or ~~any~~its subsidiaries or third parties)~~, (vi)~~; (viii) the uncertainties inherent in the estimation of gold, silver, zinc and lead mineral reserves and ~~measured and indicated~~ mineralized ~~materials, (vii)~~material; (ix) changes that could result from ~~our~~the Company’s future acquisition of new mining properties or businesses, (viii), the absence of control over mining operations in which we or any of our subsidiaries holds royalty or streaming interests and risks related to these mining operations (including results of mining and exploration activities, environmental, economic and political risks and changes in mine plans and project parameters); (ix)businesses; (x) the loss of access to or insolvency of any third-party smelter to ~~which we market gold and silver, (x)~~whom the Company markets its production; (xi) the effects of environmental and other governmental regulations ~~(xi)~~and government shut-downs; (xii) the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign ~~countries,~~countries; and ~~(xii) our~~(xiii) the Company’s ability to raise additional financing necessary to conduct its business, make payments or refinance its debt. ~~You should~~Readers are cautioned not to put undue reliance on forward-looking statements. ~~We disclaim~~The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

Stockholder Proposals for the 2022 Annual Stockholders’ Meeting

►

Proposals of stockholders intended to be submitted and presented at the 2022 Annual Meeting pursuant to the SEC Rule 14a-8 must be received by our Corporate Secretary, Coeur Mining, Inc., 104 South Michigan Avenue, Suite 900, Chicago, Illinois, no later than the close of business on November 30, 2021 in order for them to be considered for inclusion in the proxy statement for the 2022 Annual Stockholders’ Meeting (the “2022 Annual Meeting”).

►

A stockholder wishing to submit a proposal, including a director nomination, to be voted on at the 2022 Annual Meeting under the advance notice provisions included in our Bylaws for our 2022 Annual Meeting, must deliver notice of such proposal or director nomination as applicable, including the information specified in the Bylaws, to our Corporate Secretary at the address indicated above no earlier than the close of business on January 11, 2022 and no later than the close of business on February 10, 2022. If the 2022 Annual Meeting is more than 30 days before or more than 70 days after the anniversary date of the 2021 Annual Meeting, such notice must be delivered to us no earlier than the close of business on the 120^thday prior to the meeting and no later than the close of business on the later of the 90^thday prior to the meeting or the 10^thday following the date on which public announcement of such meeting is first made.

►

Our Bylaws permit a stockholder, or a group of up to 20 stockholders, who continuously owned at least 3% or more of our outstanding common stock for at least three years to nominate and include in our proxy materials directors constituting up to the greater of two or 20% of board seats, if the stockholder(s) and the nominee(s) meet the

TABLE OF CONTENTS

~~Stockholder Proposals for the 2019 Annual Stockholders’ Meeting~~

~~Proposals~~

requirements included in our Bylaws. Notice of ~~stockholders intended to be presented at the 2019 Annual Meeting~~director nominations submitted under these proxy access Bylaw provisions must be ~~received by~~delivered to our Corporate Secretary Coeur Mining, Inc., 104 South Michigan Avenue, Suite 900, Chicago, Illinois, no later than the close of business on November 28, 2018 in order for them to be considered for inclusion in the proxy statement for the 2019 Annual Stockholders’ Meeting (the “2019 Annual Meeting”). A stockholder desiring to submit a proposal, including a director nomination, to be voted on at the 2019 Annual Meeting, but not desiring to have such proposal included in next year’s proxy statement relating to that meeting, must deliver notice of such proposal, including the information specified in the Bylaws, to usaddress indicated above no earlier than the close of business on ~~January 8, 2019~~November 30, 2021 and no later than the close of business on ~~February 7, 2019.~~December 30, 2021. If the ~~2019~~2022 Annual Meeting is more than 30 days before or more than 70 days after the anniversary date of the ~~2018~~2021 Annual Meeting, such notice must be delivered to us no earlier than the close of business on the 120^th day prior to the meeting and no later than the close of business on the later of the 90^th day prior to the meeting or the 10^th day following the date on which public announcement of such meeting is first made. For these purposes, "close of business" shall mean 6:00 p.m. local time at the principal executive offices of the Company on any calendar day, whether or not the day is a business day. Failure to comply with these advance notice requirements will permit management to use its discretionary voting authority if and when the proposal is raised at the Annual Meeting without having had a discussion of the proposal in the proxy statement.

►

Failure to comply with the advance notice requirements will permit management to use its discretionary voting authority if and when the proposal is raised at the Annual Meeting without having had a discussion of the proposal in the proxy statement. For purposes of the above-mentioned deadlines, “close of business” shall mean 6:00 p.m. local time at the principal executive offices of the Company on any calendar day, whether or not the day is a business day.

This proxy statement is accompanied by our Annual Report, which includes financial statements for the year ended December 31, ~~2017.~~2020. The Annual Report is not to be regarded as part of the proxy solicitation materials.

Any stockholder who would like a copy of our Annual Report, including the related financial statements and financial statement schedules, may obtain one, without charge, by addressing a request to the attention of the Corporate Secretary, Coeur Mining, Inc., 104 South Michigan Avenue, Suite 900, Chicago, Illinois. Our copying costs will be charged if copies of exhibits to the Annual Report are requested. You may also obtain a copy of the Annual Report, including exhibits, from our website, www.coeur.com, by clicking on “Investor Relations.”

By order of the Board of Directors,

Casey M. Nault

Senior Vice President,

General Counsel and Secretary

Chicago, IL

March ~~28, 2018~~

30, 2021

TABLE OF CONTENTS

APPENDIX A

CERTAIN ADDITIONAL INFORMATION

Reconciliation of Non-U.S. GAAP Information

Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by generally accepted accounting principles (“GAAP”). These measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.

Adjusted EBITDA,~~Costs Applicable to Sales~~ ~~and~~ ~~All-in Sustaining Costs~~

~~The Company believes the use of~~ ~~EBITDA~~ ~~reflects the underlying operating performance of our core mining business and allows investors and analysts to compare results of the Company to similar results of other mining companies.~~ ~~EBITDA~~ ~~does not represent, and should not be considered an alternative to,~~ ~~Net income~~~~(loss)~~ or Reconciliation

($ thousands)

2020

2019

Net income (loss)

$25,627

($341,203)

Income (loss) from discont. ops., net of tax

—

(5,693)

Interest expense, net of capitalized interest

20,708

24,771

Income tax provision (benefit)

37,045

(11,129)

Amortization

131,387

178,876

EBITDA

$214,767

($154,378)

Fair value adjustments, net

(7,601)

(16,030)

Foreign exchange (gain) loss

2,245

4,346

(Gain) loss on sale of assets and securities

2,484

714

(Gain) loss on debt extinguishment

—

1,282

Interest income on notes receivables

—

(198)

Novation

3,819

—

Silvertip inventory write-down

13,717

64,610

Silvertip temporary suspension costs

7,164

—

Silvertip lease modification

(4,051)

—

Silvertip gain on contingent consideration

(955)

—

COVID-19 costs

15,555

—

Asset retirement obligation accretion

11,754

12,154

Inventory adjustments and write-downs

4,467

9,500

Impairment of long-lived assets

—

250,814

Write-downs

—

1,040

Adjusted EBITDA

$263,365

$173,854

Consolidated Free Cash Flow ~~from Operations~~ ~~as determined under GAAP. Management uses~~ ~~adjusted costs applicable~~ ~~to sales (“CAS”) per average spot silver equivalent ounce and~~ ~~all-in sustaining costs~~ (“AISC”) per silver equivalent ounce (as defined by the World Gold Council) to evaluate the Company’s current operating performance and life of mine performance from discovery through reclamation. We believe that these measures provide meaningful information to assist management, investors and analysts in understanding the costs associated with producing gold and silver and in assessing our financial results and prospects for future performance. We believe these adjusted financial measures are important indicators of our recurring operations because they exclude items that may not be indicative of, or are unrelated to our core operating results, and provide a better baseline for analyzing trends in our underlying businesses. We believe ~~EBITDA, adjusted CAS~~~~, and~~ ~~AISC~~ are important measures in assessing the Company's overall operating and financial performance, to plan and forecast its operations, and assess leverage levels and liquidity measures. Other companies may calculate CAS and AISC differently as a result of reflecting the benefit from selling non-silver metals as a by-product credit rather than converting to silver equivalent ounces, differences in determination of sustaining capital expenditures, and differences in underlying accounting principles and accounting frameworks such as in International Financial Reporting Standards. For additional explanation regarding our use of non-U.S. GAAP financial measures, please refer to our Annual Report.

~~EBITDA~~ Reconciliation

(Dollars in thousands except per share amounts)
2017
2016
Net income (loss)
$
(1,319
)
$
55,352

(Income) loss from discontinued operations, net of tax

12,244

(32,917
)
Interest expense, net of capitalized interest

16,440

36,896

Income tax provision (benefit)

28,998

(33,247
)
Amortization

146,549

116,528

EBITDA

202,912

142,612

(Unaudited)

($ thousands)	2020	2019
Cash flow from operating activities	$148,709	$91,880
Capital expenditures	(99,279)	(99,772)
Free cash flow	$49,430	($7,892)

TABLE OF CONTENTS

~~Reconciliation of All-in Sustaining Costs per~~

Gold CAS / oz and Silver~~Equivalent Ounce for Year Ended December 31,~~~~2017~~

Silver
Gold

In thousands except per ounce amounts
Palmarejo
Rochester
Endeavor
Total
Kensington
Wharf
Total
Total
Costs applicable to sales, including amortization (U.S. GAAP)
$
219,920

$
130,227

$
1,046

$
351,193

$
152,118

$
82,334

$
234,452

$
585,645

Amortization

73,744

22,306

301

96,351

36,022

13,012

49,034

145,385

Costs applicable to sales
$
146,176

$
107,921

$
745

$
254,842

$
116,096

$
69,322

$
185,418

$
440,260

Silver equivalent ounces sold

15,490,734

8,209,888

107,027

23,807,649

37,334,889

Gold equivalent ounces sold

125,982

99,472

225,454

Costs applicable to sales per ounce
$
9.44

$
13.15

$
6.96

$
10.70

$
922

$
697

$
822

$
11.79

Inventory adjustments

(0.08
)

(0.07
)

—

(0.08
)

(2
)

3

—

(0.05
)
Adjusted costs applicable to sales per ounce
$
9.36

$
13.08

$
6.96

$
10.62

$
920

$
700

$
822

$
11.74

Costs applicable to sales per average spot ounce
$
8.45

$
12.04

$
9.66

$
10.24

Inventory adjustments

(0.07
)

(0.07
)

(0.07
)

(0.04
)
Adjusted costs applicable to sales per average spot ounce
$
8.38

$
11.97

$
9.59

$
10.20

Costs applicable to sales
$
440,260

Treatment and refining costs

5,912

Sustaining capital⁽¹⁾

65,010

General and administrative

33,616

Exploration

30,311

Reclamation

14,910

Project/pre-development costs

5,543

All-in sustaining costs
$
595,562

Silver equivalent ounces sold

23,807,649

Kensington and Wharf silver equivalent ounces sold

13,527,240

Consolidated silver equivalent ounces sold

37,334,889

All-in sustaining costs per silver equivalent ounce
$
15.95

Inventory adjustments
$
(0.05
)
Adjusted all-in sustaining costs per silver equivalent ounce
$
15.90

Consolidated silver equivalent ounces sold (average spot)

42,969,841

All-in sustaining costs per average spot silver equivalent ounce
$
13.86

Inventory adjustments
$
(0.04
)
Adjusted all-in sustaining costs per average spot silver equivalent ounce
$
13.82

CAS / oz

Year Ended December 31, 2020
In thousands (except metal sales, per ounce and per pound amounts)	Palmarejo⁽¹⁾	Rochester	Kensington	Wharf	Silvertip	Total	Total Excluding Silvertip
Costs applicable to sales, including amortization (U.S. GAAP)	$143,983	$100,418	$171,204	$102,108	$26,580	$544,293	$517,713
Amortization	(37,603)	(14,306)	(49,477)	(12,473)	(8,923)	(122,782)	(113,859)
Costs applicable to sales	$106,380	$86,112	$121,727	$89,635	$17,657	$421,511	$403,854

Metal Sales
Gold ounces	93,898	26,257	124,793	94,379		339,327	339,327
Silver ounces	5,426,875	3,054,139		113,790	158,984	8,753,788	8,594,804
Zinc pounds					3,203,446	3,203,446	—
Lead pounds					2,453,485	2,453,485	—

Costs applicable to sales
Gold ($/oz)	$589	$1,377	$975	$923		$931	$895
Silver ($/oz)	$9.41	$16.35			NM⁽²⁾	$12.06	$11.65
Zinc ($/lb)					NM⁽²⁾
Lead ($/lb)					NM⁽²⁾

(1)	Includes full-year 2020 financial and production results excluding the second quarter of 2020.

(2)	Due to the temporary suspension of mining and processing activities these amounts are not meaningful.

Year Ended December 31, 2019
In thousands (except metal sales, per ounce and per pound amounts)	Palmarejo	Rochester	Kensington	Wharf	Silvertip	Total
Costs applicable to sales, including amortization (U.S. GAAP)	$201,306	$118,246	$170,194	$92,969	$145,496	$728,211
Amortization	(59,379)	(18,041)	(50,592)	(12,280)	(36,738)	(177,030)
Costs applicable to sales	$141,927	$100,205	$119,602	$80,689	$108,758	$551,181

Metal Sales
Gold ounces	116,104	36,052	130,495	84,999		367,650
Silver ounces	6,841,380	3,844,556		64,161	1,164,470	11,914,567
Zinc pounds					18,154,521	18,154,521
Lead pounds					16,487,847	16,487,847

Costs applicable to sales
Gold ($/oz)	$685	$1,246	$917	$937		$878
Silver ($/oz)⁽¹⁾	$9.13	$14.38			31.92	$16.69
Zinc ($/lb)					2.34
Lead ($/lb)					1.76

(1)	Consolidated includes zinc and lead as silver equivalent.

TABLE OF CONTENTS

~~Reconciliation of All-in Sustaining Costs per Silver~~~~Equivalent Ounce for Year Ended December 31,~~~~2016~~

Silver
Gold

In thousands except per ounce amounts
Palmarejo
Rochester
Endeavor
Total
Kensington
Wharf
Total

Costs applicable to sales, including amortization (U.S. GAAP)
$
117,419

$
111,564

$
2,363

$
231,346

$
131,518

$
87,000

$
218,518

$
449,864

Amortization

36,599

21,838

644

59,081

34,787

20,621

55,408

114,489

Costs applicable to sales
$
80,820

$
89,726

$
1,719

$
172,265

$
96,731

$
66,379

$
163,110

$
335,375

Silver equivalent ounces sold

7,538,311

7,542,740

262,078

15,343,129

29,221,609

Gold equivalent ounces sold

121,688

109,620

231,308

Costs applicable to sales per ounce
$
10.72

$
11.90

$
6.56

$
11.23

$
795

$
606

$
705

$
11.48

Inventory adjustments

(0.17
)

(0.04
)

—

(0.11
)

(5
)

(31
)

(17
)

(0.19
)
Adjusted costs applicable to sales per ounce
$
10.55

$
11.86

$
6.56

$
11.12

$
790

$
575

$
688

$
11.29

Costs applicable to sales per average spot ounce
$
9.73

$
10.97

$
10.29

$
9.98

Inventory adjustments

(0.16
)

(0.04
)

(0.10
)

(0.17
)
Adjusted costs applicable to sales per average spot ounce
$
9.57

$
10.93

$
10.19

$
9.81

Costs applicable to sales
$
335,375

Treatment and refining costs

4,307

Sustaining capital(1)

71,134

General and administrative

29,275

Exploration

12,930

Reclamation

13,291

Project/pre-development costs

5,779

All-in sustaining costs
$
472,091

Silver equivalent ounces sold

15,343,129

Kensington and Wharf silver equivalent ounces sold

13,878,480

Consolidated silver equivalent ounces sold

29,221,609

All-in sustaining costs per silver equivalent ounce
$
16.16

Inventory adjustments
$
(0.19
)
Adjusted all-in sustaining costs per silver equivalent ounce
$
15.97

Consolidated silver equivalent ounces sold (average spot)

33,600,783

All-in sustaining costs per average spot silver equivalent ounce
$
14.05

Inventory adjustments
$
(0.17
)
Adjusted all-in sustaining costs per average spot silver equivalent ounce
$
13.88

~~TABLE OF CONTENTS~~

~~Consolidated Free Cash Flow Reconciliation~~

(Dollars in thousands)
2017
2016
Cash flow from continuing operations
$
197,160

$
96,461

Capital expenditures from continuing operations

136,734

94,382

Gold production royalty payments

—

27,155

Free cash flow

60,426

(25,076
))

~~Wharf Free Cash Flow Reconciliation~~

(Dollars in thousands)
2017
2016
2015
Cash flow from continuing operations
$
49,611

$
62,417

$
31,955

Capital expenditures from continuing operations

8,844

4,812

3,211

Free cash flow

40,767

57,605

28,744

~~Average Spot Prices~~

2017
2016
2015
Average Silver Spot Price Per Ounce
$
17.05

$
17.14

$
15.68

Average Gold Spot Price Per Ounce
$
1,257

$
1,251

$
1,160

Average Silver to Gold Spot Equivalence

74:1

73:1

74:1

Reserves, Resources and Mineralized Material

Coeur Mining, Inc. is subject to the reporting requirements of the Exchange Act and applicable Canadian securities laws, and as a result we report our mineral reserves according to two different standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). The definitions of NI 43-101 are adopted from those given by the Canadian Institute of Mining, Metallurgy and Petroleum. U.S. reporting requirements, however, are governed by Industry Guide 7 (“Guide 7”). Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported but embody different approaches and definitions. Under Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made.

In our public filings in Canada and in certain other announcements not filed with the SEC, we disclose measured, indicated and inferred resources, each as defined in NI 43-101, in addition to our mineral reserves. U.S. investors are cautioned that, while the terms “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” are recognized and required by Canadian securities laws, Guide 7 does not recognize them. The estimation of measured resources and indicated resources involve greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves, and therefore U.S. investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into Guide 7 compliant reserves. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources, and therefore it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category. Therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.

In this proxy statement and in our other filings with the SEC, we modify our estimates made in compliance with NI 43-101 to conform to Guide 7 for reporting in the United States. In this proxy statement, we use the term “mineralized material” to describe mineralization in mineral deposits that do not constitute “reserves” under U.S. standards. “Mineralized material” is substantially equivalent to measured and indicated mineral resources (exclusive of reserves) as disclosed for reporting purposes in Canada, except that the SEC only permits issuers to report ~~"mineralized material"~~“mineralized material” in tonnage and average grade without reference to contained ounces. We provide disclosure of mineralized material to allow a means of comparing our projects to those of other companies in the mining industry, many of which are Canadian and report pursuant to NI 43-101, and to comply with applicable disclosure requirements. We caution you not to assume that all or any part of mineralized material will ever be converted into Guide 7 compliant reserves.

TABLE OF CONTENTS

APPENDIX B

AMENDMENT TO COEUR MINING, INC. 2018

LONG-TERM INCENTIVE PLAN

FIRST AMENDMENT TO THE

COEUR MINING, INC.

2018 LONG-TERM INCENTIVE PLAN
(~~effective as of~~ ~~, 2018)~~

~~Purpose~~

~~The purpose of~~This First Amendment (“First Amendment”) to the Coeur Mining, Inc. 2018 Long-Term Incentive Plan (the ~~“Plan”~~“Plan”) ~~is to promote and closely align~~was adopted by the ~~interests~~Board of ~~employees and non-employee directors~~Directors (the “Board”) of Coeur Mining, Inc. (the ~~“Company”~~“Company”) and its stockholders by providing stock-based compensation and other performance-based compensation. The objectives of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Participants and to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal interests of Participants to those of the Company’s stockholders.

The Plan provides for the grant of Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock, and Performance Shares, any of which may be performance-based, and for Incentive Opportunities, which may be paid in cash or stock or a combination thereof, as determined by the Committee.

~~Definitions~~

~~As used in the Plan, the following terms shall have the meanings set forth below:~~

~~(a)~~

~~“2015 LTIP” means the Coeur Mining, Inc. 2015 Long-Term Incentive Plan (an amendment and restatement of the 2003 Long-Term Incentive Plan)~~

~~(b)~~

~~“Affiliate” means any entity in which the Company has a substantial direct or indirect equity interest, as determined by the Committee from time to time.~~

~~(c)~~

~~“Act” means the Securities Exchange Act of 1934, as amended, or any successor thereto.~~

~~(d)~~

“Award” means an Option, Stock Appreciation Right, Restricted Stock Unit, Restricted Stock, Performance Share or Incentive Opportunity granted to a Participant pursuant to the provisions of the Plan, any of which may be subject to performance conditions.

~~(e)~~

“Award Agreement” means a written or electronic agreement or other instrument implementing the grant of each Award, as may be approved from time to time by the Committee and designated as such. An Award Agreement may be in the form of an agreement to be executed by both the Participant and the Company (or an authorized representative of the Company) or certificates, notices, memoranda or similar instruments as approved by the Committee and designated as such.

~~(f)~~

~~“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Act.~~

~~(g)~~

~~“Board” means the board of directors of the Company.~~

~~(h)~~

“Cause” means a Participant’s Termination of Employment by the Company or an Affiliate by reason of the Participant’s (i) fraud, misrepresentation, theft, or embezzlement; (ii) intentional violation of laws involving moral turpitude or which is materially injurious to the Company; (iii) willful and continued failure by the Participant substantially to perform his or her duties with the Company or its Subsidiaries (other than failure resulting from the Participant’s incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Participant by the senior human resources officer, the President or the Chairman of the Board of the Company, which demand specifically identifies the manner in which the Participant has not substantially performed his or her duties, or (iv) material breach of the Company’s policies, including, but not limited to, the Company’s Code of Business Conduct and Ethics. A

~~TABLE OF CONTENTS~~

Participant’s employment or service will be deemed to have been terminated for Cause if it is determined subsequent to his or her termination of employment or service that grounds for termination of his or her employment or service for Cause existed at the time of his or her termination of employment or service.

~~(i)~~

~~“Change in Control” means the occurrence of any one of the following:~~

~~(1)~~

any organization, group or Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the then outstanding securities of the Company; or

~~(2)~~

during any two (2) year period, a majority of the members of the Board serving at the date of the most recent approval of this Plan by stockholders is replaced by members of the Board who are not nominated and approved by the Board; or

~~(3)~~

the Company shall be combined with or acquired by another company and the Board shall have determined, either before such event or thereafter, by resolution, that a Change in Control will or has occurred; provided, however, that no such determination shall be made if such transaction results in at least 50% of the assets or voting securities of the Company being Beneficially Owned, directly or indirectly, by all or substantially all of the Persons who were the Beneficial Owners of the outstanding voting securities of the Company prior to such transaction in substantially the same proportions as their Beneficial Ownership prior to such transaction.

~~(j)~~

~~“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issued thereunder.~~

~~(k)~~

~~“Committee” means the Compensation Committee of the Board (or any successor committee), or such other committee as designated by the Board to administer the Plan under Section 6.~~

~~(l)~~

~~“Common Stock” means the common stock of the Company, par value $0.01 per share, or such other class or kind of shares or other securities as may be applicable under Section 15.~~

~~(m)~~

~~“Company” means Coeur Mining, Inc., a Delaware corporation, and except as utilized in the definition of Change in Control, any successor corporation.~~

~~(n)~~

“Dividend Equivalents” mean an amount payable in cash or Common Stock, as determined by the Committee, with respect to a Restricted Stock Unit Award equal to what would have been received if the shares underlying the Award had been owned by the Participant.

~~(o)~~

~~“Effective Date” means the date~~ on ~~which the Plan was most recently approved by stockholders, as defined pursuant to Section 4 of the Plan.~~

~~(p)~~

“Eligible Person” means any employee or non-employee director of the Company, its Subsidiaries and/or, to the extent permissible under Form S-8, any of its Affiliates; provided however that Incentive Stock Options may only be granted to employees. Notwithstanding the foregoing, a person who would otherwise be an Eligible Person shall not be an Eligible Person in any jurisdiction where such person’s participation in the Plan would be unlawful.

~~(q)~~

“Fair Market Value” means as of any date, unless otherwise determined by the Committee for purposes of an Award and specified in the applicable Award Agreement, the value of the Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, system or market, its Fair Market Value shall be the closing price for the Common Stock as quoted on such exchange, system or market as reported in the Wall Street Journal or such other source as the Committee deems reliable; and (ii) in the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Committee by the reasonable application of a reasonable valuation method, taking into account factors consistent with Treas. Reg. § 409A-1(b)(5)(iv)(B) as the Committee deems appropriate.

~~TABLE OF CONTENTS~~

~~(r)~~

“Incentive Opportunity” means an Award granted under Section 11 pursuant to which a Participant may become entitled to receive an amount based on satisfaction of such performance criteria established for a specified performance period as specified in the Award Agreement.

~~(s)~~

~~“Incentive Stock Option” means a stock option that is designated as potentially eligible to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.~~

~~(t)~~

~~“Nonqualified Stock Option” means a stock option that is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.~~

~~(u)~~

“Option” means a right to purchase a number of shares of Common Stock at such exercise price, at such times and on such other terms and conditions as are specified in or determined pursuant to an Award Agreement. Options granted pursuant to the Plan may be Incentive Stock Options or Nonqualified Stock Options.

~~(v)~~

~~“Participant” means any individual described in Section 3 to whom Awards have been granted from time to time by the Committee and any authorized transferee of such individual.~~

~~(w)~~

“Performance Share” means an Award of Restricted Stock or Restricted Stock Units that are subject during specified periods of time to such performance conditions and terms as the Committee deems appropriate.

~~(x)~~

“Person” shall have the meaning given in Section 3(a)(9) of the Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

~~(y)~~

~~“Plan” means the Coeur Mining, Inc. 2018 Long-Term Incentive Plan as set forth herein and as amended from time to time.~~

~~(z)~~

~~“Prior Plans” means the Coeur d’Alene Mines Corporation 2005 Non-employee Directors’ Equity Incentive Plan and the 2015 LTIP.~~

~~(aa)~~

“Restricted Stock” means an award or issuance of Common Stock the grant, issuance, retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including continued employment or performance conditions) and terms as the Committee deems appropriate.

~~(bb)~~

“Restricted Stock Unit” means an Award denominated in units of Common Stock under which the issuance of shares of Common Stock (or cash payment in lieu thereof) is subject to such conditions (including continued employment or performance conditions) and terms as the Committee deems appropriate.

~~(cc)~~

“Separation from Service” or “Separates from Service” means the termination of Participant’s employment with the Company and all Subsidiaries that constitutes a “separation from service” within the meaning of Section 409A of the Code.

~~(dd)~~

“Stock Appreciation Right” means a right granted to the Participant that entitles the Participant to receive, in cash or Common Stock or a combination thereof, as determined by the Committee, value equal to the excess of (i) the Fair Market Value of a specified number of shares of Common Stock at the time of exercise over (ii) the exercise price of the right, as established by the Committee on the date of grant.

~~(ee)~~

“Subsidiary” means any business association (including a corporation or a partnership, other than the Company) in an unbroken chain of such associations beginning with the Company if each of the associations other than the last association in the unbroken chain owns equity interests (including stock or partnership interests) possessing 50% or more of the total combined voting power of all classes of equity interests in one of the other associations in such chain.

~~TABLE OF CONTENTS~~

~~(ff)~~

“Substitute Awards” means Awards granted or Common Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

~~(gg)~~

“Termination of Service” means ceasing to serve as an employee of the Company and its Subsidiaries or, with respect to a non-employee director or other service provider, ceasing to serve as such for the Company, except that with respect to all or any Awards held by a Participant (i) the Committee may determine that a leave of absence or employment on a less than full-time basis is considered a “Termination of Service,” (ii) the Committee may determine that a transition of employment to service with a partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company or a Subsidiary is a party is not considered a “Termination of Service,” (iii) service as a member of the Board shall constitute continued employment with respect to Awards granted to a Participant while he or she served as an employee and (iv) service as an employee of the Company or a Subsidiary shall constitute continued employment with respect to Awards granted to a Participant while he or she served as a member of the Board or other service provider. The Committee shall determine whether any corporate transaction, such as a sale or spin-off of a division or subsidiary that employs a Participant, shall be deemed to result in a Termination of Service with the Company and its Subsidiaries for purposes of any affected Participant’s Awards, and the Committee’s decision shall be final and binding.

~~Eligibility~~

~~Any Eligible Person is eligible to receive an Award.~~

~~Effective Date and Termination of Plan~~

~~This Plan was adopted by the Board as of~~ March ~~5, 2018,~~8, 2021 and shall become effective ~~upon approval~~as of the date on which it is approved by the ~~Company’s~~ stockholders of the Company at the Company’s ~~2018~~2021 Annual Meeting of Stockholders on May ~~8, 2018~~11, 2021 (the ~~“Effective Date”~~“Amendment Date”). ~~The Plan~~Capitalized terms used in this First Amendment that are not otherwise defined shall ~~remain available for~~have the ~~grant of Awards until~~meaning ascribed to such terms in the ~~tenth (10th) anniversary~~Plan.

WHEREAS, the Company maintains the Plan;

WHEREAS, Section 19 of the ~~Effective Date; provided, however,~~Plan provides that ~~Incentive~~the Board or the Compensation and Leadership Development Committee of the Board may amend the terms of the Plan to increase the maximum number of shares of Common Stock ~~Options~~for which Awards may ~~not~~ be granted under the Plan ~~after March 5, 2028. Notwithstanding~~(the “Share Increase Amendment”); provided, that any such amendment must be subject to the ~~foregoing,~~approval of the stockholders of the Company;

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to amend the Plan ~~may be terminated at such earlier time as~~by approving and adopting the ~~Board may determine. Termination~~Share Increase Amendment, subject to the approval of the ~~Plan will not affect the rights and obligations~~stockholders of the ~~Participants~~Company.

NOW, THEREFORE, BE IT RESOLVED, that the First Amendment is hereby approved and adopted, effective as of the ~~Company arising under Awards theretofore granted.~~

Amendment Date.

~~Shares Subject to~~

Section 5(a) of the Plan (“Aggregate Limits”) is hereby deleted and ~~to Awards~~replaced in its entirety with the following:

~~(a)~~

~~Aggregate Limits~~“Aggregate Limits. The aggregate number of shares of Common Stock issuable under the Plan pursuant to Awards granted on or after January 1, 2021 shall be equal to 18,711,208 (which represents an increase to the remaining share pool under the Plan as of that date by 16,700,000 shares of Common Stock), plus any shares of Common Stock subject to outstanding awards under the Plan or any Prior Plans as of January 1, 2021 that on or after such date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in nonforfeitable shares of Common Stock). The aggregate number of shares of Common Stock issuable under the Plan shall be equal to 11,204,419, plus any shares of Common Stock subject to outstanding awards under the Plan or any Prior Plans as of the Effective Date that on or after such date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in nonforfeitable shares of Common Stock), and reduced by any shares of Common Stock subject to awards granted under the 2015 LTIP granted after December 31, 2017. Any shares of Common Stock issued pursuant to Options or Stock Appreciation Rights under this Plan ~~(or subject to options or stock appreciation rights granted under the 2015 LTIP after December 31, 2017)~~ shall be counted against this limit on a one-for-one basis and any shares of Common Stock issued pursuant to Awards under this Plan other than Options or Stock Appreciation Rights ~~(or awards granted under the 2015 LTIP after December 31, 2017 other than options or stock appreciation rights)~~ shall be counted against this limit as 1.5 shares for every one share issued pursuant to such Award. The aggregate number of shares of Common Stock available for issuance under this Plan and the number of shares of Common Stock subject to Awards outstanding at the time of any event described in Section 15 shall be subject to adjustment as provided in Section 15. The shares of Common Stock issued pursuant to Awards granted under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market.

~~TABLE OF CONTENTS~~

~~(b)~~

~~Issuance of Shares~~. For purposes of Section 5(a), the aggregate number of shares of Common Stock issued under this Plan at any time shall equal only the number of shares actually issued upon exercise or settlement of an Award. Any shares of Common Stock related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, are settled in cash in lieu of shares, or are exchanged with the Committee’s permission for Awards not involving shares, shall be available again for grant under the Plan. Notwithstanding the foregoing, shares of Common Stock subject to an Award may not again be made available for issuance under the Plan (and shall not be added to the Plan in respect of awards under the Prior Plans) if such shares are: (i) shares that were subject to a stock-settled Stock Appreciation Right (or stock appreciation right under a Prior Plan) and were not issued upon the net settlement or net exercise of such Stock Appreciation Right (or stock appreciation right under a Prior Plan), (ii) shares delivered to or withheld by the Company to pay the exercise price of an Option (or option under a Prior Plan), (iii) shares delivered to or withheld by the Company to pay the withholding taxes related an Option or Stock Appreciation Right (or option or stock appreciation right under a Prior Plan), or (iv) shares repurchased on the open market with the proceeds of an Option (or option under a Prior Plan) exercise. Any shares of Common Stock that again become available for grant pursuant to this Section 5(b) shall be added back as one share if such shares were subject to Options or Stock Appreciation Rights granted under the Plan or options or stock appreciation rights granted under a Prior Plan, and as 1.5 shares if such shares were subject to Awards other than Options or Stock Appreciation Rights granted under the Plan or subject to awards other than options or stock appreciation rights granted under a Prior Plan.

~~(c)~~

~~Other Limits~~. The aggregate number of shares of Common Stock subject to Awards granted under this Plan (or previously granted under this Plan) during any calendar year to any one Participant shall not exceed 1,500,000, which number shall be calculated and adjusted pursuant to Section 15. The maximum cash amount payable pursuant to an Incentive Opportunity granted in any calendar year to any one Participant under this Plan shall not exceed $10,000,000. The aggregate number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options granted under this Plan after the Effective Date shall not exceed 11,204,419, which number shall be calculated and adjusted pursuant to Section 15 only to the extent that such calculation or adjustment will not affect the status of any option intended to qualify as an Incentive Stock Option under Section 422 of the Code.

~~(d)~~

~~Director Awards~~. The aggregate number of shares of Common Stock subject to Awards granted under this Plan during any calendar year to any one non-employee director shall not exceed that number of shares having a Fair Market Value on the date of grant equal to $200,000; provided, however, that the aggregate number of shares of Common Stock subject to Awards granted under this Plan during any calendar year to a non-employee director that is designated as Chairman of the Board or Lead Director shall not exceed that number of shares having a Fair Market Value on the date of grant equal to $400,000.

~~(e)~~

~~Substitute Awards~~. Substitute Awards shall not reduce the shares of Common Stock authorized for issuance under the Plan or authorized for grant to a Participant in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Common Stock authorized for issuance under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were employees of such acquired or combined company before such acquisition or combination.

~~TABLE OF CONTENTS~~

~~Administration of the Plan~~

~~(a)~~

~~Administrator of the Plan~~. The Plan shall be administered by the Committee. Any power of the Committee may also be exercised by the Board, except to the extent that the grant or exercise of such authority would (i) cause any Award or transaction to become subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16 of the Act or (ii) violate any requirement or rules of the stock exchange or market or quotation system on which the Common Stock is traded, listed or quoted. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. To the maximum extent permissible under applicable law, the Committee (or any successor) may by resolution delegate any or all of its authority to one or more subcommittees composed of one or more directors and/or officers, and any such subcommittee shall be treated as the Committee for all purposes under this Plan, except to the extent that such subcommittee would fail to satisfy any applicable section or regulation under the Act or Code or any requirement or rules of the stock exchange or market or quotation system on which the Common Stock is traded, listed or quoted. Notwithstanding the foregoing, if the Board or the Committee (or any successor) delegates to a subcommittee comprised of one or more officers of the Company (who are not also directors) the authority to grant Awards, the resolution so authorizing such subcommittee shall specify the total number of shares of Common Stock such subcommittee may award pursuant to such delegated authority, and no such subcommittee shall designate any officer serving thereon or any executive officer or non-employee director of the Company as a recipient of any Awards granted under such delegated authority. The Committee hereby delegates to and designates the senior human resources officer of the Company (or such other officer with similar authority), and to his or her delegates or designees, the authority to assist the Committee in the day-to-day administration of the Plan and of Awards granted under the Plan, including without limitation those powers set forth in Section 6(b)(4) through (9) and to execute agreements evidencing Awards made under this Plan or other documents entered into under this Plan on behalf of the Committee or the Company. The Committee may further designate and delegate to one or more additional officers or employees of the Company or any Subsidiary, and/or one or more agents, authority to assist the Committee in any or all aspects of the day-to-day administration of the Plan and/or of Awards granted under the Plan.

~~(b)~~

~~Powers of Committee~~. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things that it determines to be necessary or appropriate in connection with the administration of this Plan, including, without limitation:

~~(1)~~

~~to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein;~~

~~(2)~~

~~to determine which persons are Eligible Persons, to which of such Eligible Persons, if any, Awards shall be granted hereunder and the timing of any such Awards;~~

~~(3)~~

~~to prescribe and amend the terms of the Award Agreements, to grant Awards and determine the terms and conditions thereof;~~

~~(4)~~

~~to establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, retention, vesting, exercisability or settlement of any Award;~~

~~(5)~~

~~to prescribe and amend the terms of or form of any document or notice required to be delivered to the Company by Participants under this Plan;~~

~~(6)~~

~~to determine the extent to which adjustments are required pursuant to Section 15;~~

~~(7)~~

to interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder, and to make exceptions to any such provisions if the Committee, in good faith, determines that it is appropriate to do so;

~~(8)~~

~~to approve corrections in the documentation or administration of any Award; and~~

~~TABLE OF CONTENTS~~

~~(9)~~

~~to make all other determinations deemed necessary or advisable for the administration of this Plan.~~

Notwithstanding anything in this Plan to the contrary, with respect to any Award that is “deferred compensation” under Section 409A of the Code, the Committee shall exercise its discretion in a manner that causes such Awards to be compliant with or exempt from the requirements of such Code section. Without limiting the foregoing, unless expressly agreed to in writing by the Participant holding such Award, the Committee shall not take any action with respect to any Award which constitutes (i) a modification of a stock right within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(v)(B) so as to constitute the grant of a new stock right, (ii) an extension of a stock right, including the addition of a feature for the deferral of compensation within the meaning of Treas. Reg. Section 1.409A-1 (b)(5)(v)(C), or (iii) an impermissible acceleration of a payment date or a subsequent deferral of a stock right subject to Section 409A of the Code within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(v)(E).

The Committee may, in its sole and absolute discretion, without amendment to the Plan but subject to the limitations otherwise set forth in Section 19, waive or amend the operation of Plan provisions respecting exercise after termination of employment or service to the Company or an Affiliate. The Committee or any member thereof may, in its sole and absolute discretion and, except as otherwise provided in Section 19, waive, settle or adjust any of the terms of any Award so as to avoid unanticipated consequences or address unanticipated events (including any temporary closure of an applicable stock exchange, disruption of communications or natural catastrophe).

~~(c)~~

~~Determinations by the Committee~~. All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under the Plan and the terms and conditions of or operation of any Award granted hereunder, shall be final and binding on all Participants, beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Committee shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select. Members of the Board and members of the Committee acting under the Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability except for gross negligence or willful misconduct in the performance of their duties, to the fullest extent permissible under the Company’s governing documents and applicable laws.

~~(d)~~

~~Subsidiary Awards~~. In the case of a grant of an Award to any Participant employed by a Subsidiary, such grant may, if the Committee so directs, be implemented by the Company issuing any subject shares of Common Stock to the Subsidiary, for such lawful consideration as the Committee may determine, upon the condition or understanding that the Subsidiary will transfer the shares of Common Stock to the Participant in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. Notwithstanding any other provision hereof, such Award may be issued by and in the name of the Subsidiary and shall be deemed granted on such date as the Committee shall determine.

~~Plan Awards~~

~~(a)~~

~~Terms Set Forth in Award Agreement.~~ Awards may be granted at any time and from time to time prior to the termination of the Plan to Eligible Persons as determined by the Committee. The terms and conditions of each Award shall be set forth in an Award Agreement in a form approved by the Committee for such Award, which Award Agreement may contain such terms and conditions as specified from time to time by the Committee, provided such terms and conditions do not conflict with the Plan. The Award Agreement for any Award shall include the time or times at or within which and the consideration, if any, for which any shares of Common Stock may be acquired from the Company. The terms of Awards may vary among Participants, and the Plan does not impose upon the Committee any requirement to make Awards subject to uniform terms. Accordingly, the terms of individual Award Agreements may vary.

~~TABLE OF CONTENTS~~

~~(b)~~

~~Separation from Service.~~ Subject to the express provisions of the Plan, the Committee shall specify before, at, or after the time of grant of an Award the provisions governing the effect(s) upon an Award of a Participant’s Separation from Service.

~~(c)~~

~~Rights of a Stockholder.~~ A Participant shall have no rights as a stockholder with respect to shares of Common Stock covered by an Award (including voting rights) until the date the Participant becomes the holder of record of such shares of Common Stock. No adjustment shall be made for dividends or other rights for which the record date is prior to such date, except as provided in Section 10(b) or Section 15 of this Plan or as otherwise provided by the Committee.

~~Options~~

~~(a)~~

~~Grant, Term and Price~~. The grant, issuance, retention, vesting and/or settlement of any Option shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. The term of an Option shall in no event be greater than ten years; provided, however, the term of an Option (other than an Incentive Stock Option) shall be automatically extended if, at the time of its scheduled expiration, the Participant holding such Option is prohibited by law or the Company’s insider trading policy from exercising the Option, which extension shall expire on the thirtieth (30th) day following the date such prohibition no longer applies. The Committee will establish the price at which Common Stock may be purchased upon exercise of an Option, which, in no event will be less than the Fair Market Value of such shares on the date of grant; provided, however, that the exercise price per share of Common Stock with respect to an Option that is granted as a Substitute Award may be less than the Fair Market Value of the shares of Common Stock on the date such Option is granted if such exercise price is based on a formula set forth in the terms of the options held by such optionees or in the terms of the agreement providing for such merger or other acquisition that satisfies the requirements of (i) Section 409A of the Code, if such options held by such optionees are not intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code, and (ii) Section 424(a) of the Code, if such options held by such optionees are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code. The exercise price of any Option may be paid in cash or such other method as determined by the Committee, including an irrevocable commitment by a broker to pay over such amount from a sale of the shares of Common Stock issuable under an Option, the delivery of previously owned shares of Common Stock or withholding of shares of Common Stock deliverable upon exercise.

~~(b)~~

~~No Repricing without Stockholder Approval~~. Other than in connection with a change in the Company’s capitalization (as described in Section 15), the Committee shall not, without stockholder approval, reduce the exercise price of a previously awarded Option and, at any time when the exercise price of a previously awarded Option is above the Fair Market Value of a share of Common Stock, the Committee shall not, without stockholder approval, cancel and re-grant or exchange such Option for cash or a new Award with a lower (or no) exercise price.

~~(c)~~

~~No Reload Grants~~. Options shall not be granted under the Plan in consideration for and shall not be conditioned upon the delivery of shares of Common Stock to the Company in payment of the exercise price and/or tax withholding obligation under any other employee stock option.

~~(d)~~

~~Incentive Stock Options~~. Notwithstanding anything to the contrary in this Section 8, in the case of the grant of an Option intending to qualify as an Incentive Stock Option, if the Participant owns stock possessing more than 10 percent of the combined voting power of all classes of stock of the Company (a “10% Stockholder”), the exercise price of such Option must be at least 110 percent of the Fair Market Value of the shares of Common Stock on the date of grant and the Option must expire within a period of not more than five (5) years from the date of grant. Notwithstanding anything in this Section 8 to the contrary, options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will be deemed to be Nonqualified Stock Options) to the extent that either (a) the aggregate Fair Market Value of shares of Common Stock (determined as of the time of grant) with respect to which

~~TABLE OF CONTENTS~~

such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted, or (b) such Options otherwise remain exercisable but are not exercised within three (3) months (or such other period of time provided in Section 422 of the Code) of separation of service (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder).

~~(e)~~

~~No Stockholder Rights~~. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in respect of an Option or any shares of Common Stock subject to an Option until the Participant has become the holder of record of such shares.

~~Stock Appreciation Rights~~

~~(a)~~

~~General Terms~~. The grant, issuance, retention, vesting and/or settlement of any Stock Appreciation Right shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. Stock Appreciation Rights may be granted to Participants from time to time either in tandem with or as a component of Options granted under the Plan (“tandem SARs”) or not in conjunction with other Awards (“freestanding SARs”). Upon exercise of a tandem SAR as to some or all of the shares covered by the grant, the related Option shall be canceled automatically to the extent of the number of shares covered by such exercise. Conversely, if the related Option is exercised as to some or all of the shares covered by the grant, the related tandem SAR, if any, shall be canceled automatically to the extent of the number of shares covered by the Option exercise. Any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option, provided that the Fair Market Value of Common Stock on the date of the Stock Appreciation Right’s grant is not greater than the exercise price of the related Option. All freestanding SARs shall be granted subject to the same terms and conditions applicable to Options as set forth in Section 8 and all tandem SARs shall have the same exercise price as the Option to which they relate. Subject to the provisions of Section 8 and the immediately preceding sentence, the Committee may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in Common Stock, cash, Restricted Stock or a combination thereof, as determined by the Committee and set forth in the applicable Award Agreement.

~~(b)~~

~~No Repricing without Stockholder Approval~~. Other than in connection with a change in the Company’s capitalization (as described in Section 15), the Committee shall not, without stockholder approval, reduce the exercise price of a previously awarded Stock Appreciation Right and, at any time when the exercise price of a previously awarded Stock Appreciation Right is above the Fair Market Value of a share of Common Stock, the Committee shall not, without stockholder approval, cancel and re-grant or exchange such Stock Appreciation Right for cash or a new Award with a lower (or no) exercise price.

~~(c)~~

~~No Stockholder Rights~~. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in respect of an Award of Stock Appreciation Rights or any shares of Common Stock subject to an Award of Stock Appreciation Rights until the Participant has become the holder of record of such shares.

~~10.~~

~~Restricted Stock, Restricted Stock Units and Performance Shares~~

~~(a)~~

~~Vesting and Performance Criteria.~~ The grant, issuance, retention, vesting and/or settlement of any Award of Restricted Stock or Restricted Stock Units (including Performance Shares) shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment, passage of time, attainment of age and/or service requirements, and /or

~~TABLE OF CONTENTS~~

satisfaction of performance conditions. In addition, the Committee shall have the right to grant Restricted Stock, Restricted Stock Unit or Performance Share Awards as the form of payment for grants or rights earned or due under other stockholder-approved compensation plans or arrangements of the Company.

~~(b)~~

~~Dividends and Distributions.~~ Participants in whose name Restricted Stock is granted shall be entitled to receive all dividends and other distributions paid with respect to those shares of Common Stock, unless determined otherwise by the Committee. The Committee will determine whether any such dividends or distributions will be automatically reinvested in additional shares of Restricted Stock and/or subject to the same restrictions on transferability as the Restricted Stock with respect to which they were distributed or whether such dividends or distributions will be paid in cash. Shares underlying Restricted Stock Units shall be entitled to dividends or distributions only to the extent provided by the Committee and set forth in the applicable Award Agreement. Notwithstanding anything herein to the contrary, in no event will dividends or Dividend Equivalents be paid during the performance or vesting period with respect to unearned or unvested shares of Restricted Stock or unearned Restricted Stock Units. Dividends or Dividend Equivalents accrued on or in respect of such Awards shall become payable no earlier than the date the applicable vesting criteria have been achieved and the underlying shares or Restricted Stock Units have been earned and/or vested. For the avoidance of doubt, for purposes of dividends and distributions, Performance Shares shall be treated as Restricted Stock or Restricted Stock Units, as applicable.

~~(c)~~

~~Voting Rights.~~ Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by applicable laws, Participants holding shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those shares. Participants shall have no voting rights in respect of Restricted Stock Units or any shares of Common Stock subject to Restricted Stock Units until the Participant has become the holder of record of such shares. For the avoidance of doubt, for purposes of determining voting rights, Performance Shares shall be treated as Restricted Stock or Restricted Stock Units, as applicable.

~~11.~~

~~Incentive Opportunities~~

~~(a)~~

~~Performance Criteria~~. The Committee shall establish the performance criteria and level of achievement versus pre-determined and approved criteria that shall determine the amount payable with respect to an Incentive Opportunity, which may include a target, threshold and/or maximum amount payable and any formula for determining such achievement, and which criteria may be based on performance conditions.

~~(b)~~

~~Timing and Form of Payment~~. The Committee shall determine the timing of payment of any Incentive Opportunity. Payment of the amount due under an Incentive Opportunity may be made in cash or in Common Stock, as determined by the Committee.

~~(c)~~

~~Discretionary Adjustments~~. Notwithstanding satisfaction of any performance goals and subject to Section 12 of this Plan, as applicable, the amount paid under an Incentive Opportunity on account of either financial performance or personal performance evaluations may be adjusted by the Committee on the basis of such further considerations as the Committee shall determine.

~~12.~~

~~Qualifying Performance-Based Compensation~~

~~The Committee may establish performance criteria and level of achievement versus such criteria that shall determine~~ the number of shares of Common Stock subject to Awards outstanding at the time of any event described in Section 15 shall be ~~granted, retained, vested,~~subject to adjustment as provided in Section 15. The shares of Common Stock issued ~~or issuable under or in settlement of or the amount payable~~ pursuant to Awards granted under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market.”

2.	The last sentence of Section 5(c) of the Plan (“Other Limits”) is hereby deleted and replaced in its entirety with the following:

“The aggregate number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options granted under this Plan after January 1, 2021 shall not exceed 18,711,208, which number shall be calculated and adjusted pursuant to Section 15 only to the extent that such calculation or adjustment will not affect the status of any option intended to qualify as an ~~Award, which criteria may include any one or more~~Incentive Stock Option under Section 422 of the following performance criteria, or derivations of such criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, either based upon United States Generally Accepted Accounting Principles (“GAAP”) or non-GAAP financial

Code.”

3.	This First Amendment shall be and, as of the Amendment Date, is hereby incorporated in and forms a part of the Plan.

TABLE OF CONTENTS

results, in each case as specified by the Committee: (i) earnings per share (actual or targeted growth); (ii) economic valued added (EVA); (iii) net income after capital costs; (iv) net income (before or after taxes); (v) return measures (including return on average assets, return on capital, return on equity, or cash flow return measures); (vi) stock price (including growth measures and total stockholder return); (vii) expense targets; (viii) margins; (ix) production levels; (x) cost performance measures, including but not limited to cash and/or all-in sustaining costs of production, and/or costs applicable to sales (in each case on a per ounce, per ton, aggregate or other basis); (xi) earnings before interest, tax, depreciation, and amortization; (xii) capital budget targets; (xiii) budget target measures; (xiv) earnings before interest and taxes (EBIT); (xv) revenue; (xvi) cash flow (including operating cash flow); (xvii) reserve replacement; (xviii) resource levels, including but not limited to growth in reserves and resources either on an aggregate or per share basis; (xix) statistical health, safety and/or environmental performance; (xx) growth in gross investments (GGI); (xxi) net asset value (or growth therein); and (xxii) such other criteria as the Committee shall approve.

~~13.~~

~~Deferral~~Except as expressly provided herein, all the terms and conditions of ~~Payment~~the Plan shall remain in full force and effect.

The Committee may, in an Award Agreement or otherwise, provide for the deferred delivery of Common Stock or cash upon settlement, vesting or other events with respect to Restricted Stock Units, or in payment or satisfaction of an Incentive Opportunity. Notwithstanding anything hereinIN WITNESS WHEREOF, this First Amendment to the ~~contrary, in no event will any election to defer the delivery~~Coeur Mining, Inc. 2018 Long-Term Incentive Plan is executed as of ~~Common Stock or any other payment with respect to any Award be allowed if the Committee determines, in its sole discretion, that the deferral would result in the imposition~~this day of the additional tax under Section 409A(a)(1)(B) of the Code. The Company, the Board and the Committee shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Board or the Committee.

~~14.~~

~~Conditions and Restrictions Upon Securities Subject to Awards~~

The Committee may provide that the Common Stock issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including without limitation, conditions on vesting or transferability, forfeiture or repurchase provisions and method of payment for the Common Stock issued upon exercise, vesting or settlement of such Award (including the actual or constructive surrender of Common Stock already owned by the Participant) or payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any shares of Common Stock issued under an Award, including without limitation (i) restrictions under an insider trading policy or pursuant to applicable law, (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by the Participant and holders of other Company equity compensation arrangements, (iii) restrictions as to the use of a specified brokerage firm for such resales or other transfers and (iv) provisions requiring Common Stock be sold on the open market or to the Company in order to satisfy tax withholding or other obligations.

~~15.~~

~~Adjustment of and Changes in the Stock~~

, 2021.

~~(a)~~	The number and kind of shares of Common Stock available for issuance under this Plan (including under any Awards then outstanding), and the number and kind of shares of Common Stock subject to the limits set forth in Section 5 of this Plan, shall be equitably adjusted by the Committee to reflect any reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend or distribution of securities, property or cash (other than regular, quarterly cash dividends), or any other event or transaction that affects the number or kind of shares of Common Stock outstanding. Such adjustment may be designed to comply with Section 424 of the Code or may be designed to treat the shares of Common Stock available under the Plan and subject to Awards as if they were all outstanding on the record date for such event or transaction or to increase the number of such shares of Common Stock to reflect a	By:
		Name:
		Title:

100

TABLE OF CONTENTS

deemed reinvestment in shares of Common Stock of the amount distributed to the Company’s securityholders. The terms of any outstanding Award shall also be equitably adjusted by the Committee as to price, number or kind of shares of Common Stock subject to such Award, vesting, and other terms to reflect the foregoing events, which adjustments need not be uniform as between different Awards or different types of Awards. No fractional shares of Common Stock shall be issued pursuant to such an adjustment.

104 South Michigan Avenue

Suite 900

Chicago, Illinois 60603

	~~(b)~~ www.coeur.com	In the event there shall be any other change in the number or kind of outstanding shares of Common Stock, or any stock or other securities into which such Common Stock shall have been changed, or for which it shall have been exchanged, by reason of a Change in Control, other merger, consolidation or otherwise, then the Committee shall determine the appropriate and equitable adjustment to be effected, which adjustments need not be uniform between different Awards or different types of Awards. In addition, in the event of such change described in this paragraph, the Committee may accelerate the time or times at which any Award may be exercised, consistent with and as otherwise permitted under Section 409A of the Code, and may provide for cancellation of such accelerated Awards that are not exercised within a time prescribed by the Committee in its sole discretion.
		COEUR MINING
		INVESTOR RELATIONS

~~(c)~~

Unless prohibited by applicable law or unless otherwise expressly provided in the Award Agreement or another contract, including an employment agreement, the following shall occur upon a Participant’s Termination of Service without Cause within twenty-four (24) months following a Change in Control: (a) in the case of an Option or Stock Appreciation Right, the Participant shall have the ability to exercise any portion of the Option or Stock Appreciation Right not previously exercisable (and the Participant shall have until the earlier of twelve (12) months following such Termination of Service and the expiration date of such Option or Stock Appreciation Right to exercise any such Option or Stock Appreciation Right), (b) in the case of any Award the vesting of which is in whole or in part subject to performance criteria or an Incentive Opportunity, all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse and the Participant shall have the right to receive a payment based on performance through the Change in Control, and (c) in the case of outstanding Restricted Stock and/or Restricted Stock Units (other than those referenced in subsection (b)), all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse. Notwithstanding anything herein to the contrary, in the event of a Change in Control in which the acquiring or surviving company in the transaction does not assume or continue outstanding Awards upon the Change in Control, immediately prior to the Change in Control, all Awards that are not assumed or continued shall be treated as follows effective immediately prior to the Change in Control: (a) in the case of an Option or Stock Appreciation Right, the Participant shall have the ability to exercise such Option or Stock Appreciation Right, including any portion of the Option or Stock Appreciation Right not previously exercisable, (b) in the case of any Award the vesting of which is in whole or in part subject to performance criteria or an Incentive Opportunity, all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse and the Participant shall have the right to receive a payment based on performance through the Change in Control (as determined by the Committee in its sole discretion), and (c) in the case of outstanding Restricted Stock and/or Restricted Stock Units (other than those referenced in subsection (b)), all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse. In no event shall any action be taken pursuant to this Section 15(c) that would change the payment or settlement date of an Award in a manner that would result in the imposition of any additional taxes or penalties pursuant to Section 409A of the Code.

~~(d)~~

The Company shall notify Participants holding Awards subject to any adjustments pursuant to this Section 15 of such adjustment, but (whether or not notice is given) such adjustment shall be effective and binding for all purposes of the Plan.

TABLE OF CONTENTS

~~(e)~~

Notwithstanding anything in this Section 15 to the contrary, an adjustment to an Option or Stock Appreciation Right under this Section 15 shall be made in a manner that will not result in the grant of a new Option or Stock Appreciation Right under Section 409A of the Code.

~~16.~~

~~Transferability~~

Each Award may not be sold, transferred for value, pledged, assigned, or otherwise alienated or hypothecated by a Participant other than by will or the laws of descent and distribution, and each Option or Stock Appreciation Right shall be exercisable only by the Participant during his or her lifetime. Notwithstanding the foregoing, outstanding Options may be exercised following the Participant’s death by the Participant’s beneficiaries or as permitted by the Committee. Further, and notwithstanding the foregoing, to the extent permitted by the Committee, the person to whom an Award is initially granted (the “Grantee”) may transfer an Award to any “family member” of the Grantee (as such term is defined in Section A.1(a)(5) of the General Instructions to Form S-8 under the Securities Act of 1933, as amended (“Form S-8”)), to trusts solely for the benefit of such family members and to partnerships in which such family members and/or trusts are the only partners; provided that, (i) as a condition thereof, the transferor and the transferee must execute a written agreement containing such terms as specified by the Committee, and (ii) the transfer is pursuant to a gift or a domestic relations order to the extent permitted under the General Instructions to Form S-8. Except to the extent specified otherwise in the agreement the Committee provides for the Grantee and transferee to execute, all vesting, exercisability and forfeiture provisions that are conditioned on the Grantee’s continued employment or service shall continue to be determined with reference to the Grantee’s employment or service (and not to the status of the transferee) after any transfer of an Award pursuant to this Section 16, and the responsibility to pay any taxes in connection with an Award shall remain with the Grantee notwithstanding any transfer other than by will or intestate succession.

~~17.~~

~~Compliance with Laws and Regulations~~

This Plan, the grant, issuance, vesting, exercise and settlement of Awards thereunder, and the obligation of the Company to sell, issue or deliver shares of Common Stock under such Awards, shall be subject to all applicable foreign, federal, state and local laws, rules and regulations, stock exchange rules and regulations, and to such approvals by any governmental or regulatory agency as may be required. The Company shall not be required to register in a Participant’s name or deliver Common Stock prior to the completion of any registration or qualification of such shares under any foreign, federal, state or local law or any ruling or regulation of any government body which the Committee shall determine to be necessary or advisable. To the extent the Company is unable to or the Committee deems it infeasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Common Stock hereunder, the Company and its Subsidiaries shall be relieved of any liability with respect to the failure to issue or sell such shares of Common Stock as to which such requisite authority shall not have been obtained. No Option shall be exercisable and no Common Stock shall be issued and/or transferable under any other Award unless a registration statement with respect to the Common Stock underlying such Option is effective and current or the Company has determined that such registration is unnecessary.

In the event an Award is granted to or held by a Participant who is employed or providing services outside the United States, the Committee may, in its sole discretion, modify the provisions of the Plan or of such Award as they pertain to such individual to comply with applicable foreign law or to recognize differences in local law, currency or tax policy. The Committee may also impose conditions on the grant, issuance, exercise, vesting, settlement or retention of Awards in order to comply with such foreign law and/or to minimize the Company’s obligations with respect to tax equalization for Participants employed outside their home country.

The Board shall have the authority, subject to the express limitations of the Plan, to create sub-plans hereunder necessary to comply with laws and regulations of any foreign country in which the Company may seek to grant an Award to a person eligible under Section 3.

TABLE OF CONTENTS

~~18.~~

~~Withholding~~

To the extent required by applicable federal, state, local or foreign law, the Committee may and/or a Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise with respect to any Award, or the issuance or sale of any shares of Common Stock. The Company shall not be required to recognize any Participant rights under an Award, to issue shares of Common Stock or to recognize the disposition of such shares of Common Stock until such obligations are satisfied. To the extent permitted or required by the Committee, these obligations may or shall be satisfied by the Company withholding cash from any compensation otherwise payable to or for the benefit of a Participant, the Company withholding a portion of the shares of Common Stock that otherwise would be issued to a Participant under such Award or any other award held by the Participant or by the Participant tendering to the Company cash or, if allowed by the Committee, shares of Common Stock.

~~19.~~

~~Amendment of the Plan or Awards~~

The Board may amend, alter or discontinue this Plan and the Committee may amend, or alter any agreement or other document evidencing an Award made under this Plan but, except as provided pursuant to the provisions of Section 15, no such amendment shall, without the approval of the stockholders of the Company:

~~(a)~~

~~increase the maximum number of shares of Common Stock for which Awards may be granted under this Plan;~~

~~(b)~~

~~reduce the price at which Options may be granted below the price provided for in Section 8(a);~~

~~(c)~~

~~reprice outstanding Options or Stock Appreciation Rights as described in 8(b) and 9(b);~~

~~(d)~~

~~extend the term of this Plan;~~

~~(e)~~

~~change the class of persons eligible to be Participants;~~

~~(f)~~

~~increase the individual maximum limits in Section 5(c); or~~

~~(g)~~

~~otherwise amend the Plan in any manner requiring stockholder approval by law or the rules of any stock exchange or market or quotation system on which the Common Stock is traded, listed or quoted.~~

No amendment or alteration to the Plan or an Award or Award Agreement shall be made which would impair the rights of the holder of an Award, without such holder’s consent, provided that no such consent shall be required if the Committee determines in its sole discretion and prior to the date of any Change in Control that such amendment or alteration either (i) is required or advisable in order for the Company, the Plan or the Award to satisfy any law or regulation or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award, or that any such diminishment has been adequately compensated.

~~20.~~

~~No Liability of Company~~

The Company, any Subsidiary or Affiliate which is in existence or hereafter comes into existence, the Board and the Committee shall not be liable to a Participant or any other person as to: (a) the non-issuance or sale of shares of Common Stock as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Common Stock hereunder; and (b) any tax consequence expected, but not realized, by any Participant or other person due to the receipt, exercise or settlement of any Award granted hereunder.

~~TABLE OF CONTENTS~~

~~21.~~

~~Non-Exclusivity of Plan~~

Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including without limitation, the granting of restricted stock or stock options otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

~~22.~~

~~Governing Law~~

This Plan and any agreements or other documents hereunder shall be interpreted and construed in accordance with the laws of the State of Delaware and applicable federal law. Any reference in this Plan or in the agreement or other document evidencing any Awards to a provision of law or to a rule or regulation shall be deemed to include any successor law, rule or regulation of similar effect or applicability.

~~23.~~

~~No Right to Employment, Reelection or Continued Service~~

Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries and/or its Affiliates to terminate any Participant’s employment, service on the Board or service for the Company at any time or for any reason not prohibited by law, nor shall this Plan or an Award itself confer upon any Participant any right to continue his or her employment or service for any specified period of time. Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company, any Subsidiary and/or its Affiliates. Subject to Sections 4 and 19, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board without giving rise to any liability on the part of the Company, its Subsidiaries and/or its Affiliates.

~~24.~~

~~Specified Employee Delay~~

To the extent any payment under this Plan is considered deferred compensation subject to the restrictions contained in Section 409A of the Code, such payment may not be made to a specified employee (as determined in accordance with a uniform policy adopted by the Company with respect to all arrangements subject to Section 409A of the Code) upon Separation from Service before the date that is six months after the specified employee’s Separation form Service (or, if earlier, the specified employee’s death). Any payment that would otherwise be made during this period of delay shall be accumulated and paid on the sixth month plus one day following the specified employee’s Separation from Service (or, if earlier, as soon as administratively practicable after the specified employee’s death).

~~25.~~

~~No Liability of Committee Members~~

To the fullest extent permissible under the Company’s governing documents and applicable laws, no member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his or her behalf in his or her capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or By-laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

~~100~~

~~TABLE OF CONTENTS~~

~~26.~~

~~Severability~~

If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

~~27.~~

~~Unfunded Plan~~

The Plan is intended to be an unfunded plan. Participants are and shall at all times be general creditors of the Company with respect to their Awards. If the Committee or the Company chooses to set aside funds in a trust or otherwise for the payment of Awards under the Plan, such funds shall at all times be subject to the claims of the creditors of the Company in the event of its bankruptcy or insolvency.

~~28.~~

~~Clawback~~

Subject to the terms and conditions of the Plan, the Committee may provide that any Participant and/or any Award, including any shares of Common Stpck subject to an award, will be subject to any recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company from time to time. Further, to the extent any policy adopted by New York Stock Exchange (or any other exchange on which the securities of the Company are listed) pursuant to Section 10D of the Securities Exchange Act of 1934 requires the repayment of incentive-based compensation received by a Participant, whether paid pursuant to an Award granted under this Plan or any other plan of incentive-based compensation maintained in the past or adopted in the future by the Company, by accepting an Award under this Plan, the Participant agrees to the repayment of such amounts to the extent required by such policy and applicable law.

~~29.~~

~~Electronic Delivery~~

Awards granted under the Plan and/or communications regarding the Plan and any Award under the Plan may be sent via electronic delivery through an online or electronic system established and maintained by the Company or a third party designated by the Company.

~~30.~~

~~Arbitration~~

In the event a Participant or other holder of an Award or person claiming a right under an Award or the Plan believes that a decision by the Committee with respect to such person or Award was arbitrary or capricious, the person may request arbitration with respect to such decision. The review by the arbitrator shall be limited to determining whether the Participant or other Award holder has proven that the Committee’s decision was arbitrary or capricious. This arbitration shall be the sole and exclusive review permitted of the Committee’s decision. Participants, Award holders and persons claiming rights under an Award or the Plan explicitly waive any right to judicial review. Notice of demand for arbitration shall be made in writing to the Committee within thirty (30) days after the applicable decision by the Committee. The arbitrator shall be selected by those members of the Board who are neither members of the Committee nor employees of the Corporation or any Subsidiary. If there are no such members of the Board, the arbitrator shall be selected by the Board. The arbitrator shall be an individual who is an attorney licensed to practice law in the jurisdiction in which the Company’s headquarters are then located. Such arbitrator shall be neutral within the meaning of the Commercial Rules of Dispute Resolution of the American Arbitration Association; provided, however, that the arbitration shall not be administered by the American Arbitration Association. Any challenge to the neutrality of the arbitrator shall be resolved by the arbitrator whose decision shall be final and conclusive. The arbitration shall be administered and conducted by the arbitrator pursuant to the Commercial Rules of Dispute Resolution of the American Arbitration Association. Each side shall bear its own fees and expenses, including its own attorney’s fees, and each side shall bear one half of the arbitrator’s fees and expenses. The decision of the arbitrator on the issue(s) presented for arbitration shall be final and conclusive and may be enforced in any court of competent jurisdiction

~~101~~

~~TABLE OF CONTENTS~~

~~104 South Michigan Avenue~~
~~Suite 900~~
~~Chicago, Illinois 60603~~

~~COEUR MINING~~ ~~INVESTOR RELATIONS~~

~~www.coeur.com~~

~~TABLE OF CONTENTS~~

~~COEUR MINING, INC.~~
~~ATTN: CASEY M. NAULT~~
~~104 S. MICHIGAN AVE., SUITE 900~~
~~CHICAGO IL 60603~~

~~VOTE BY INTERNET -~~ ~~www.proxyvote.com~~

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on May 7, 2018. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

~~VOTE BY PHONE - 1-800-690-6903~~

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on May 7, 2018. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

~~VOTE BY MAIL~~

~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~

~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~

~~E37271-P02110 KEEP THIS PORTION FOR YOUR RECORDS~~

~~DETACH AND RETURN THIS PORTION ONLY~~

~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~

~~COEUR MINING, INC.~~


~~The Board of Directors recommends you vote FOR the following proposals:~~

1.	~~Election of ten directors~~		~~For~~	~~Against~~	~~Abstain~~

	~~1a.~~	~~Linda L. Adamany~~	o	o	o

	~~1b.~~	~~Kevin S. Crutchfield~~	o	o	o

	~~1c.~~	~~Sebastian Edwards~~	o	o	o

	~~1d.~~	~~Randolph E. Gress~~	o	o	o

	~~1e.~~	~~Mitchell J. Krebs~~	o	o	o

	~~1f.~~	~~Eduardo Luna~~	o	o	o

	~~1g.~~	~~Jessica L. McDonald~~	o	o	o

	~~1h.~~	~~Robert E. Mellor~~	o	o	o

	~~1i.~~	~~John H. Robinson~~	o	o	o

	~~1j.~~	~~J. Kenneth Thompson~~	o	o	o



		~~For~~	~~Against~~	~~Abstain~~

2.	~~Approval of the adoption of the Coeur Mining, Inc. 2018 Long-Term Incentive Plan.~~	o	o	o


3.	~~Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2018.~~	o	o	o


4.	~~Advisory resolution to approve executive compensation.~~	o	o	o


~~NOTE:~~ ~~Such other business as may properly come before the meeting or any adjournment thereof.~~






~~For address changes and/or comments, please check this box and write them on the back where indicated.~~				o

~~Please indicate if you plan to attend this meeting.~~		o	o
		~~Yes~~	No

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.


~~Signature [PLEASE SIGN WITHIN BOX]~~	~~Date~~		~~Signature (Joint Owners)~~	~~Date~~

~~TABLE OF CONTENTS~~

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders’ Meeting:~~

~~The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.~~

~~E37272-P02110~~

~~COEUR MINING, INC.~~
~~Annual Stockholders’ Meeting~~
~~May 8, 2018 at 10:30 a.m., EDT~~
~~This proxy is solicited by the Board of Directors~~

The stockholder(s) hereby appoint(s) Mitchell J. Krebs or, in his absence Casey M. Nault, or either of them, as proxies, each with the power to appoint their substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of COEUR MINING, INC. that the stockholders are entitled to vote at the Annual Stockholders’ Meeting to be held at the Four Seasons Hotel, 57 East 57^th ~~Street, New York, NY 10022 at 10:30 a.m., EDT on May 8, 2018, and any adjournment or postponement thereof.~~

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations and, in the discretion of the proxies, upon such other matters as may properly come before the Annual Stockholders’ Meeting.


	~~Address Changes/Comments:~~

~~(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)~~

~~Continued and to be signed on reverse side~~

☒	No fee required.

o☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

o☐	Fee paid previously with preliminary materials.

o☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

	~~YOUR VOTE IS IMPORTANT~~Online at www.proxyvote.com			~~Please cast your vote as soon as possible by:~~	Call toll-free from the United States, U.S. territories and Canada via 1-800-690-6903

~~using the Internet at~~ ~~www.proxyvote.com~~		~~calling toll-free from the United States,~~ ~~U.S. territories and Canada to~~ ~~1 800-690-6903~~

~~mailing~~Mail your signed proxy or voting instruction form			~~attending the Annual Meeting in person~~
				Attend the Annual Meeting online www.virtualshareholdermeeting.com/cde2021

	ENHANCED			PROXY STATEMENT SUMMARY		1

~~GENERAL INFORMATION~~		8
~~Votes Required to Approve the Proposals~~		11
		CORPORATE GOVERNANCE			1210

~~PROPOSAL NO. 1: ELECTION OF DIRECTORS~~		12
				Best Practices		10
	ENHANCED			Director and Nominee Experience and Qualifications		1210

		Board Composition and Refreshment			1311

		Director Nomination Process			1512
	ENHANCED			Evaluation Process for Current Directors		12

		Majority Vote Standard for the Election of Directors			1613

		~~Nominees~~Proxy Access			1614

		~~Meeting Attendance~~PROPOSAL NO. 1: ELECTION OF DIRECTORS			2215

	ENHANCED			Director Nominees		15
				Meeting Attendance		21
				Committees of the Board of Directors		2221

		Board Leadership and Independent Chairman			2423

		Director Independence			2423
				Related Person Transactions		24
				Meetings of Non-Management Directors		24

		Director Education and Development			2524

		Policy Regarding Director Nominating Process			2524

		Management Succession Planning and Talent Development			25

		~~Outreach~~Board Oversight of Long-Term Strategy and ~~Engagement~~Capital Allocation			25
				Stockholder Outreach and Engagement		26
				Corporate Governance Guidelines and Code of Business Conduct and Ethics		2526
	ENHANCED			Responsibility		26
	ENHANCED			Human Capital Management		30

		~~Corporate Social Responsibility~~Policy Regarding Stockholder and Other Interested Person Communications with Directors			2633

		~~Policy Regarding Stockholder Communications with Directors~~Compensation Consultant Disclosure			2633
	ENHANCED			Risk Oversight		34

~~Compensation Consultant Disclosure~~		26
~~Risk Oversight~~		27
Compensation and Leadership Development Committee Role in Risk			2836

		Compensation and Leadership Development Committee Interlocks and Insider Participation			2836

		Audit and Non-Audit Fees			2836

		Audit Committee Policies and Procedures for Pre-Approval of Independent AuditorServices			2937

		~~PROPOSAL NO. 2: APPROVE THE ADOPTION~~~~OF THE 2018 LONG-TERM~~ ~~INCENTIVE PLAN~~AUDIT COMMITTEE REPORT			3037

		PROPOSAL NO. 3:2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021			3739

		~~EXECUTIVE OFFICERS~~PROPOSAL NO. 3: APPROVAL OF AMENDMENT TO COEUR MINING, INC. 2018 LONG-TERM INCENTIVE PLAN			3840

		~~SHARE OWNERSHIP~~INFORMATION ABOUT EXECUTIVE OFFICERS			4048

		~~AUDIT COMMITTEE REPORT~~SHARE OWNERSHIP			4151
~~COMPENSATION DISCUSSION AND ANALYSIS~~		43
~~CD&A Summary~~		44
~~2017 Executive Compensation~~~~− Realized and Realizable Pay~~		48
~~Executive Compensation Program Philosophy and Elements~~		50
~~2017 Executive Compensation Results~~		55
~~Other Compensation Arrangements and Policies~~		64

	Time and Date			~~10:~~9:30 a.m. ~~local time~~Central Time on Tuesday May ~~8, 2018~~11, 2021
	Place			~~The Four Seasons Hotel, 57 East 57th Street, New York, New York 10022~~Virtual meeting at www.virtualshareholdermeeting.com/cde2021
	Record Date			~~Tuesday,~~Wednesday, March ~~13, 2018~~17, 2021
	Voting			Holders of common stock as of the Record Date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.
	~~Entry~~Attendance			You are entitled to attend the Annual Meeting only if you were a Coeur stockholder as of the close of business on the Record Date or hold a valid proxy for the Annual Meeting. You should be prepared to present valid photo identification for admittance. If you do not provide photo identification, you will not be admitted to the Annual Meeting. Please let us know if you plan to attend the Annual Meeting by marking the appropriate box on the enclosed proxy card if you requested to receive printed proxy materials, or, if you vote by telephone or over the internet, by indicating your plans when prompted.

REVENUE		NET INCOME
$785.5M YOY Increase of 10%		$25.6M Highest since 2016

SAFETY	ENVIRONMENT	ADJUSTED EBITDA⁽¹⁾
9.5%	52%	$263.4M
Reduction in 3-year rolling average employee + contractor TRIFR	YOY decline in permit discharge exceedances	YOY increase of 51%

OCF		FCF⁽¹⁾
$148.7M YOY increase of 62%		$49.4M YOY increase of $57.3M

GOLD PRODUCTION		SILVER PRODUCTION
355,678 oz -1% YOY, in line with guidance		9.7M oz -17% YOY, in line with guidance

GOLD CAS / OZ⁽¹⁾		SILVER CAS / OZ⁽¹⁾
$895 2.0% YOY increase		$11.65 30% YOY decrease

GOLD RESERVES		SILVER RESERVES
+22% YOY increase		+42% YOY increase

			Dear Fellow Stockholders:
			I am pleased to invite you to join our 2021 Annual Stockholders’ Meeting. We will be conducting our meeting in a virtual format in response to public health and travel safety protocols relating to COVID-19.

Dear Fellow Stockholders:

As the independent Chairman of Coeur Mining’s Board of Directors, it is my honor to invite you to our 2021 Annual Stockholders’ Meeting and to provide you with some insights into Coeur’s corporate governance practices. We remain focused on continuous improvement and maintaining a best-in-class corporate governance profile. Specifically, there are a few items I would like to call your attention to:


	Date: Tuesday, May ~~8, 2018~~11, 2021 Time: ~~10:~~ 9:30 a.m. ~~local time~~Central Time Place: ~~the Four Seasons Hotel,~~ www.virtualshareholder ~~57 East 57th Street~~ meeting.com/cde2021 ~~New York, New York 10022~~ Record Date: March ~~13, 2018~~17, 2021			Agenda: 1. Elect ~~Elect~~the ~~ten directors~~nine director nominees named in the Proxy Statement 2. Ratify ~~Approve~~ ~~the adoption of the Coeur Mining, Inc. 2018 Long-Term Incentive Plan and~~ ~~the reservation of 11,204,419 shares of common stock for issuance under the plan~~ 3. ~~Ratify~~the appointment of our independent registered public accounting firm for 2021 3. Approve an amendment to the Coeur Mining, Inc. 2018 Long-Term Incentive Plan (the “Plan”) to increase the number of shares of common stock reserved for issuance under the Plan by 16.7 million 4. ~~Approve~~Vote on an advisory resolution to approve executive compensation 5. Transact ~~Transact~~such other business as properly may come before the Annual Meeting Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

~~COMPENSATION COMMITTEE REPORT~~		65			COMPENSATION DISCUSSION AND ANALYSIS		52

	ENHANCED		CD&A Summary			53
			Our Executive Compensation Program			59
			2020 Executive Compensation - Actual Pay Compared to Target			64
			2020 Executive Compensation Results			65
			Other Compensation Arrangements and Policies			76
			DIRECTOR COMPENSATION			77
			COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE REPORT			78
			PROPOSAL NO. 4: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION			6679

		~~2017~~2020 EXECUTIVE COMPENSATION INFORMATION		6780

			~~2017~~2020 Summary Compensation Table			6780

		~~2017~~2020 Grants of Plan-Based Awards		6981

		Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table		7082

		Outstanding Equity Awards at ~~2017~~2020 Year-End		7183

		~~2017~~2020 Option Exercises and Stock Vested		7284

		Pension Benefits and Nonqualified Deferred Compensation		7284

		Potential Payments Upon Termination or Change-In-Control		7385

		~~2017~~2020 RATIO OF CEO COMPENSATION TO MEDIAN EMPLOYEE COMPENSATION		7789

		~~DIRECTOR COMPENSATION~~GENERAL INFORMATION		7890

		~~EQUITY COMPENSATION PLANS~~OTHER MATTERS		7994

~~OTHER MATTERS~~		80
~~Related Person Transactions~~		80
~~Section 16(a) Beneficial Ownership Reporting Compliance~~		80
		Cautionary Statement Concerning Forward-Looking Statements		8094

		Stockholder Proposals for the ~~2019~~2022 Annual Stockholders’ Meeting		8194

		APPENDIX A – CERTAIN ADDITIONAL INFORMATION		8296

~~Reconciliation of~~ ~~Non-U.S. GAAP Information~~		82
~~Average Spot Prices~~		85
			Reconciliation of Non-U.S. GAAP Information			96
			Reserves, Resources and Mineralized Material			8598

		APPENDIX B – AMENDMENT TO COEUR MINING, INC. 2018 LONG-TERM INCENTIVE PLAN		8699

	Adjusted EBITDA⁽¹⁾			Earnings before interest, taxes, depreciation and amortization, adjusted to exclude items that may not be indicative of, or are unrelated to our core operating results
	AgEqOz			Silver equivalent ounce
	AIP			Annual Incentive Plan
	Annual Meeting			2021 Annual Stockholders’ Meeting to be held May 11, 2021
	Audit or Audit Committee			Audit Committee of the Board
	Board			Coeur’s Board of Directors
	CAS			Costs applicable to sales
	CD&A			Compensation Discussion and Analysis
	CLDC or CLD Committee			Compensation and Leadership Development Committee of the Board
	Code			Coeur’s Code of Business Conduct and Ethics
	Coeur or the Company			Coeur Mining, Inc.
	EHSCR or EHSCR Committee			Environmental, Health, Safety and Corporate Responsibility Committee of the Board
	ESG			Environmental, social and governance
	Exec			Executive Committee of the Board
	FCF⁽¹⁾			Free cash flow
	LTIP or Plan			Coeur Mining, Inc. 2018 Long-Term Incentive Plan
	NCGC or NCG Committee			Nominating and Corporate Governance Committee of the Board
	NEOs			Named Executive Officers
	OCF			Operating cash flow
	PCAOB			Public Company Accounting Oversight Board
	POA 11			Rochester mine Plan of Operations Amendment 11
	PSUs			Performance share units issued under the LTIP
	Record Date			March 17, 2021
	ROIC			Return on invested capital
	RS			Restricted shares issued under the LTIP
	SEC			Securities and Exchange Commission
	Semler Brossy			Semler Brossy Consulting Group, LLC
	TCFD			Financial Stability Board’s Task Force on Climate-related Financial Disclosures
	Total Debt			Total Company debt, which includes capital leases, net of debt issuance costs and premium received
	TRIFR			Total Reportable Injury Frequency Rate
	TSR			Total stockholder return
	YOY			Year-over-year

	Annual Meeting
	Annual Report: www.coeur.com/_resources/pdfs/2020-Annual-Report.pdf

	Annual Meeting Website www.coeur.com/investors/events/2021-annual-stockholders-meeting

	Vote your shares via the internet: www.proxyvote.com

	Register to attend the meeting www.proxyvote.com

	Investor Relations
	www.coeur.com/investors/overview/
	Corporate Governance
	The following are available at our Corporate Governance website:
	www.coeur.com/company/corporate-governance/

	►			Audit Committee Charter
	►			Compensation and Leadership Development Committee Charter
	►			EHSCR Committee Charter
	►			Executive Committee Charter
	►			Nominating and Corporate Governance Committee Charter
	►			Code of Business Conduct and Ethics
	►			Bylaws
	►			Certificate of Incorporation

	The information on our website is not incorporated by reference in this Proxy Statement.

Proposal		Coeur Board Voting Recommendation	Page Reference (for more detail)
1	Election of ten directors	FOR each nominee	12
2	Approve the adoption of the Coeur Mining, Inc. 2018 Long-Term Incentive Plan	FOR	30
3	Ratification of the appointment of Grant Thornton LLP as Coeur’s independent registered public accounting firm for 2018	FOR	37
4	Vote on an advisory resolution to approve executive compensation	FOR	66

Proposal		Coeur Board Voting Recommendation	Page Reference (for more detail)
1	Election of nine directors named in this Proxy Statement	FOR each nominee	15
2	Ratification of the appointment of Grant Thornton LLP as Coeur’s independent registered public accounting firm for 2021	FOR	39
3	Approve an amendment to the Coeur Mining, Inc. 2018 Long-Term Incentive Plan to increase the number of shares of common stock reserved for issuance under the plan by 16.7 million	FOR the amendment	40
4	Vote on an advisory resolution to approve executive compensation	FOR	79

	~~PROTECT – Our People, Places, Planet~~
		~~No environmental violation notices or monetary penalties~~ ~~55% reduction in reportable spills compared to 2016 and nearly 67% reduction since 2013~~ ~~Continued to perform concurrent reclamation activities at our mines, restoring the land as we mine other areas~~
		~~50% reduction since 2012 in Total Reportable Injury Frequency Rate, a key safety metric in the mining industry~~ ~~Increased contractor safety training, including for third-party contractors at our sites~~
		Our Rochester mine was named the safest medium-size surface operation in Nevada by the Nevada Mining Association and the second safest open pit mine in the U.S. by the Mine Safety and Health Administration Our Palmarejo mine in Mexico has consistently been awarded the Clean Industry Certificate (Certificado de Industria Limpia), and a recertification is pending in 2018. Palmarejo has also received the Corporate Social Responsbility (Empresa Socialmente Responsible) award for nine consecutive years
		Through sustainable development and actions, Coeur continued to support initiatives that addressed community needs and maintained or proactively pursued key partnerships with strong and positive community relations

	~~DEVELOP – Quality Resources, Growth, Plans~~
		~~Our investment in expected high-return growth opportunities accelerated, with capital expenditures in 2017 increasing 45% compared to 2016~~ Repositioning and investment at the Palmarejo complex resulted in our long-term production milestone of 4,500 tons per day being reached one quarter ahead of schedule including through the successful ramp-up of a second underground mine, a 64% year-over-year increase in silver equivalent (“AgEq”)⁽¹⁾ ~~production and $110 million in free cash flow~~⁽¹⁾ ~~Completed and commissioned the Stage IV leach pad on time at our Rochester mine after three years of permitting and ten months of construction, allowing for increased scale and efficiency~~ ~~Developed and began to mine the high-grade Jualin deposit at the Kensington mine~~


		~~Bolstered Coeur’s North American-focused platform and successful acquisition track record:~~ ~~► Acquired the Silvertip silver-zinc-lead mine in British Columbia, Canada~~ ~~► More than recovered purchase price for Wharf mine in South Dakota through free cash flow~~⁽¹⁾ ~~in less than three years while adding reserves and extending mine life~~
		~~Increased investment in exploration by 66% compared to 2016 to $41.9 million, with particularly strong results at the Palmarejo complex and the Kensington mine~~ ~~Year-over-year increases of 10% to our companywide~~⁽¹⁾ ~~reserves, 42% to measured and indicated mineralized material~~

	~~DELIVER – Impactful Results through Teamwork~~
		~~Record production of 39.4 million AgEq~~⁽¹⁾ ~~ounces (including 4.3 million ounces produced at the San Bartolomé Mine in Bolivia which was sold on February 28, 2018)~~⁽²⁾
		~~Net income from continuing operations was $0.06 per share~~ ~~Operating cash flow from continuing operations of $197.2 million, an increase of over 100% compared to 2016~~⁽²⁾ ~~Positive free cash flow~~⁽¹⁾ ~~of more than $60 million, an increase of over $85 million compared to 2016~~
		~~All-in sustaining costs (“AISC”) per average spot AgEq ounce (“AgEqOz”)~~⁽¹⁾ ~~were $13.82, slightly lower than 2016 despite higher diesel and consumables costs during 2017~~ ~~Adjusted costs applicable to sales per average spot AgEqOz~~⁽¹⁾ ~~at Palmarejo for 2017 were 34% lower year-over-year~~
		~~Interest expense for 2017 was approximately 56% lower than for 2016 due to de-leveraging~~ ~~Successfully refinanced our senior notes, extending maturity and reducing the interest rate by 200 basis points to 5.875%~~ ~~Established new $200 million revolving credit facility to partially fund the Silvertip acquisition and provide balance sheet flexibility~~ ~~Liquidity of $280 million~~⁽³⁾ ~~as of year-end 2017, a significant increase from $118 million as of year-end 2016~~


		~~Portfolio Optimization~~ Sold the San Bartolomé Mine and processing facility in Bolivia in the first quarter of 2018, and the Joaquin project in Argentina and the Company’s portfolio of royalty and stream assets including the Endeavor silver stream in Australia in 2017 ~~Divestiture of nine non-core assets for aggregate consideration of $65.1 million since the beginning of 2016~~ ~~Investment in early-stage exploration projects with a focus on properties with existing operations to leverage existing investment, facilities and workforce~~

►	~~Independent Board chairman~~	►	~~The Board and Board committees take an active role in the Company’s risk oversight and risk management processes~~
►	~~All directors independent other than CEO~~	►	~~Proactive ongoing outreach to large stockholders on governance, executive compensation and other matters~~
►	~~Board refreshment – two new directors elected to the Board in February 2018; 50% of the Board with tenure of approximately five years or less~~	►	~~All directors are elected annually for one-year terms~~
►	~~Annual evaluations promote Board and Board committee effectiveness~~	►	~~Majority voting in uncontested director elections with a resignation policy~~
►	~~Chairman’s one-on-one meetings with each director promote candor, effectiveness and accountability~~	►	~~Stockholders owning 20% or more of Coeur’s common stock have the right to call a special meeting of the stockholders~~
►	~~No related person transactions with directors or executive officers~~	►	~~Coeur does not have a poison pill or similar anti-takeover defenses in place~~

Name	Age	Director Since	Committee Memberships⁽¹⁾	Independent
Robert E. Mellor (Chairman)	74	1998	Comp, NCGC (C), Executive (C)	Yes
Linda L. Adamany	66	2013	Audit (C), EHSSR	Yes
Kevin S. Crutchfield	57	2013	Comp, EHSSR	Yes
Sebastian Edwards	64	2007	Comp, EHSSR	Yes
Randolph E. Gress	62	2013	Audit, NCGC	Yes
Mitchell J. Krebs	46	2011	Executive	No
Eduardo Luna	72	2018	EHSSR	Yes
Jessica L. McDonald	49	2018	Audit, EHSSR	Yes
John H. Robinson	67	1998	Audit, Comp (C), NCGC, Executive	Yes
J. Kenneth Thompson	66	1998	Audit, NCGC, EHSSR (C), Executive	Yes

Metric	Weight⁽²⁾	Payout
Operating Cash Flow/share	50%	0%
Reserves & Mineralized Material/share	50%	101%
Relative TSR Modifier	N/A
Weighted Average Payout		51%

Name and Principal Occupation	Age	Director Since	Independent	Other Public Company Boards	Committee Memberships
Robert E. Mellor Chairman of the Board and Interim CEO of Monro, Inc.	77	1998	●	1	Nom Gov – Chair CLD Exec – Chair
Linda L. Adamany Director, Jefferies Financial Group & BlackRock Institutional Trust Company	69	2013	●	2	Audit – Chair EHSCR
Sebastian Edwards Professor of International Business Economics at UCLA	67	2007	●	0	Audit CLD
Randolph E. Gress Retired Chairman and CEO of Innophos Holdings, Inc.	65	2013	●	0	CLD Nom Gov
Mitchell J. Krebs President & CEO of Coeur Mining, Inc.	49	2011		1	Exec
Eduardo Luna Chairman of Rochester Resources Ltd.	75	2018	●	2	Audit EHSCR
Jessica L. McDonald Director of Hydro One Limited	52	2018	●	1	Audit EHSCR
John H. Robinson Chairman of Hamilton Ventures LLC	70	1998	●	1	CLD – Chair Nom Gov Exec
J. Kenneth Thompson President and CEO of Pacific Star Energy LLC	69	2002	●	3	EHSCR – Chair Nom Gov Exec


OUTREACH	5	91	INVESTOR DAY	4
TO ALL INVESTORS HOLDING 0.15% OR MORE OUTSTANDING COEUR STOCK	PARTICIPATED IN FIVE INVESTOR CONFERENCES	ONE-ON-ONE AND GROUP MEETINGS WITH INVESTORS	VIRTUAL INVESTOR DAY CONDUCTED IN DECEMBER	CONFERENCE CALLS WITH INVESTORS AND ANALYSTS WITH Q&A

► What We Heard from Stockholders	~~by attending~~	What We Did
Continue to enhance ESG profile, initiatives and disclosures, including related to climate change		► Published inaugural Responsibility Report during 2020 including SASB and GRI-aligned disclosures and specific, objective ESG goals ► Developed energy and emissions reductions targets for publication in 2021 ► Conducted gap analysis to begin TCFD-aligned reporting in 2021 ► Safety and environmental weighting increased from 15% to 20% for the ~~Annual Meeting~~2020 AIP ► Further strengthened commitment to Diversity, Equity & Inclusion, including hosting Day of Understanding for corporate team in early March 2020; second annual event planned for Spring 2021
Prioritize protection of employees and ~~voting in person (your attendance~~communities amid COVID-19		► Acted quickly and decisively to protect employees and communities at the ~~Annual Meeting will~~onset of the pandemic by implementing measures such as testing, contact tracing, paid employee quarantine periods, and longer rotations with overtime pay at remote operations to minimize fly-in/fly-out cycles ► No COVID-driven layoffs or furloughs; continued to pay full wages and benefits to Mexico employees during temporary government-mandated shut-down of Palmarejo mine (blanket government order not ~~by itself revoke your proxy);~~specific to Palmarejo) ► Donated personal protective equipment and other supplies to local communities ► Medical clinic at Palmarejo mine in Mexico remained open and free to the public ► Facilitated transition to remote working for corporate and other professional staff, providing them with IT equipment and other home office supplies; implemented safety protocols, contact tracing technology and testing to allow employees to return to the corporate office on a voluntary basis and in compliance with local rules and laws
Link executive compensation program to driving long-term stockholder value		► Made 100% of the core measures of our performance share program drivers of stockholder value, including growth in reserves and mineralized material and introduction of ROIC metric and metrics tied to critical, long-term projects including the Rochester expansion discussed above; retained relative TSR as a modifier
Emphasis on culture and human capital management		► Reported results of our 2019 culture survey and assessment to management and our Board and took action to address areas of opportunity to improve; planning for next survey in 2021 including questions on how COVID has impacted our culture ► Continued strengthening recruiting and development initiatives despite COVID-related challenges, such as recruiting and onboarding Mr. Routledge as our SVP & Chief Operating Officer and, as part of our commitment to fostering and enhancing diversity, two women in critical leadership positions (General Manager of our Rochester mine and Mexico Country Manager)
Include directors in stockholder engagement calls		► Our independent directors, including our Chairman and the Chairs of our Board committees, are made available to engage directly with stockholders as part of our annual stockholder outreach program

	►			~~Proposal~~Independent Board chairman and all directors are independent other than the Chief Executive Officer (“Chief Executive Officer” or “CEO”)	~~Required Vote~~	~~Effect of~~ ~~Abstention~~	~~Broker Voting~~
~~(1)~~	~~Election of directors~~	~~Majority of votes cast for the nominees~~	~~None~~	~~Broker may~~ ~~not~~ ~~vote shares~~
~~(2)~~	~~Approve the adoption of the 2018 Long-Term Incentive Plan~~	~~Majority of votes cast for the action~~	~~None~~	~~Broker may~~ ~~not~~ ~~vote shares~~
~~(3)~~	~~Ratification of independent auditors for 2018~~	~~Majority of votes cast for the action~~	~~None~~	~~Broker may vote shares~~
~~(4)~~	~~Advisory vote on executive compensation~~	~~Majority of votes cast for the action~~	~~None~~	~~Broker may~~ ~~not~~ ~~vote shares~~

	We periodically solicit feedback on each member of our executive team. We believe this feedback is important to maintaining a strong culture by effectively assessing leadership performance and development, increasing accountability, facilitating succession planning and identifying areas for improvement and change. 360-degree reviews were conducted for each member of our executive team in 2019, asking employees of varying seniority levels with whom each executive works to provide anonymous feedback. The results of these 360-degree reviews informed individual AIP goals in 2020 for executives. We plan to conduct 360-degree reviews for the executive team again during 2021.

				Diversity & Inclusion
	Our President & CEO, Mitchell Krebs, is the first and only precious metals mining CEO to sign the CEO ACTION for Diversity & Inclusion pledge. This pledge highlights Coeur’s continuing commitment to fostering a diverse and inclusive workforce, evidenced by programs such as Coeur Heroes that has provided over 87 career opportunities to current and former US Military personnel. Fifty percent of our independent Board members have indicated that they are diverse (gender or ethnic). While we continue to increase our overall female population, 66% of our female employees are in manager or higher level positions. Partnerships with organizations like the National Society of Black Engineers and Women in Mining are providing further avenues for recruiting diverse talent.

				Local Hires
	Investing in our local communities extends beyond financial support. Since 2018, we have hired an annual average of 60% of our new hires from local communities. During 2020, we provided over 45 apprenticeships, over 140 scholarships and worked with organizations such as By the Hand Club in Chicago and The Lowry Foundation in Winnemucca, Nevada, to educate youth in local communities about career opportunities in mining. Providing career opportunities to local community members and participating in community initiatives creates a closer connection between our operations and local stakeholders and communities.
				Rewards & Wellness
	As part of our fundamental need to attract and retain talent, we regularly evaluate our compensation, benefits and employee wellness offerings. We have determined that our average employee earns over 40% more than the average employee in their local markets according to industry benchmarking. Over 93% of U.S. employees are enrolled in our medical benefit plan, and over 90% of U.S. employees contribute to our 401(k) plan. Supplemental healthcare is provided above government requirements in both Canada and Mexico. We were a leader in the mining industry by providing domestic partner benefits in 2017 and participation has increased 125% since introduction.

	2017		2016
Audit Fees⁽¹⁾	$	1,422,250	$	1,424,632
Audit-Related Fees	$	—	$	—
Tax Fees⁽²⁾	$	—	$	—
All-Other Fees	$	—	$	—

Time Period	Options Granted		Full-Value Shares Granted		Total Granted = Options + Full-Value Shares		Weighted Average Number of CSO(a)		Burn Rate
2017		14,820		1,115,378		1,130,198		185,637,724		0.6	%
2016		183,251		3,205,823		3,389,074		180,933,287		1.9	%
2015		310,028		1,989,677		2,299,705		151,339,136		1.5	%

Name	Age	Current Position with Coeur	Since	Joined Coeur
Mitchell J. Krebs	46	President, Chief Executive Officer & Director	2011	1995
Peter C. Mitchell	62	Senior Vice President & Chief Financial Officer	2013	2013
Frank L. Hanagarne, Jr	60	Senior Vice President & Chief Operating Officer	2013	2011
Casey M. Nault	46	Senior Vice President, General Counsel & Secretary	2015	2012
Hans J. Rasmussen	58	Senior Vice President, Exploration	2016	2013
Ken Watkinson	49	Vice President, Corporate Controller & Chief Accounting Officer	2018	2013

Stockholder	Shares Beneficially Owned			Percent of Outstanding
Van Eck Associates Corporation		18,975,182	⁽¹⁾		10.22	%
The Vanguard Group, Inc.		15,774,049	⁽²⁾		8.50	%
GMT Capital Corp.		14,632,089	⁽³⁾		7.88	%
BlackRock, Inc.		11,963,568	⁽⁴⁾		6.44	%
Mitchell J. Krebs		724,456	⁽⁵⁾			*
Peter C. Mitchell		276,907	⁽⁵⁾			*
Frank L. Hanagarne, Jr.		261,721	⁽⁵⁾			*
Casey M. Nault		258,570	⁽⁵⁾			*
Hans J. Rasmussen		171,212	⁽⁵⁾			*
Robert E. Mellor		129,995				*
John H. Robinson		108,329				*
Sebastian Edwards		99,550				*
J. Kenneth Thompson		97,929				*
Linda L. Adamany		92,909				*
Kevin S. Crutchfield		92,189				*
Randolph E. Gress		92,189				*
Eduardo Luna		10,648				*
Jessica L. McDonald		10,648				*
All current executive officers and directors as a group (15 persons)		2,451,669	⁽⁵⁾		1.32	%

Direct Compensation Component	Performance Based		Not- Performance Based		Value Linked to Stock Price		Value Not Linked to Stock Price		% of CEO Pay			% of NEO Pay (Average)
Base Salary				✔				✔		20	%		26	%
Annual Incentive Plan		✔						✔		20	%		18	%
Long-Term Restricted Stock				✔		✔				24	%		22	%
Internal Metric-Based Performance Shares		✔				✔				18	%		17	%
TSR-Based Performance Shares		✔				✔				18	%		17	%

CEO Variable and “At Risk” Compensation				NEO Variable and “At Risk” Compensation (excluding CEO)
Coeur	Peer Group Average			Coeur Average			Peer Group Average
80%		80	%		74	%		73	%

	Variable Compensation						Fixed Compensation
Named Executive Officer	Long-Term Equity Incentives		Annual Incentives		Total Variable		Base Salary
Mitchell J. Krebs, President, Chief Executive Officer & Director	$	2,025,000	$	675,000	$	2,700,000	$	675,000
Peter C. Mitchell, Senior Vice President & Chief Financial Officer	$	922,500	$	307,500	$	1,230,000	$	410,000
Frank L. Hanagarne, Jr. Senior Vice President & Chief Operating Officer	$	922,500	$	307,500	$	1,230,000	$	410,000
Casey M. Nault, Senior Vice President, General Counsel & Secretary	$	843,750	$	281,250	$	1,125,000	$	375,000
Hans J. Rasmussen, Senior Vice President, Exploration	$	541,500	$	142,500	$	684,000	$	285,000

	2017	2018
PEER GROUP	► Peer group contained a mix of precious metals companies, diversified mining companies and companies from other related industries, including steel and aluminum ► Allowed inclusion of additional US-listed companies in industries not directly related to Coeur’s (such as steel, aluminum and diversified metals) since many precious metals mining companies are listed in Canada	► Peer group consists solely of precious metals companies ► More relevant to Coeur’s business and anticipated to lead to more consistency in the population of the peer group from year to year
LTIP	► Three components: ► three-year relative TSR vs. peer group (50% weighting, 150% maximum payout) ► three-year growth in OCF per share (25% weighting, 200% maximum payout) ► three-year growth in reserves and measured and indicated mineralized material per share (25% weighting, 200% maximum payout)	► Streamline to two internal measures that drive creation of long-term stockholder value: ► three-year growth in OCF per share (50% weighting, 200% maximum payout) ► three-year growth in reserves and measured and indicated mineralized material per share (50%weighting, 200% maximum payout) ► TSR modifier with potential to increase or reduce the results from the above two components by + / - 25% for top / bottom quartile relative TSR performance (total maximum payout potential of 250%)