Integrated Environmental Working Groups:

Renewable Energy:

				2024 Proxy Statement | 7   • In 2021, 99% of our electricity used at our mines was line power. Of that, 70% was generated from renewable hydropower. Closure: • Hecla continued reclamation at the Troy Mine by finalizing demolition of the office, maintenance, crushing, and milling facilities which were all located on U.S. Forest Service administered public land. Reclamation work completed resulted in release of nearly $8 million in financial assurance by the state. • At our San Sebastian Mine site, we progressed our open pit closure by placing over 3,800,000 tons of waste rock back into the open pits. We partnered with a local contractor for completion of this work. Safety and Health Hecla’s commitment to the safety and health of our workforce has been an essential part of our corporate culture for over 130133 years and has enabled us to build the highest reputation for safety with our employees, our communities, and within the industry. We work to operate our mines safely by promoting a deeply rooted, value-based culture, leveraging mining expertise developed over the Company’s long history, and innovating new practices that improve safety while increasing productivity. As an example, 2021 saw the development of the Underhand Closed Bench (“UCB”)patented UCB mining method at the Lucky Friday Mine.mine. The UCB mining method has improved our ability to manage seismicity at the mine.mine while it has also enabled us to increase production.                  Safety and Health Highlights Safety: In 2023, our AIFR (including lost time, restricted work, and medical treatment) was 1.45, which is lower than the U.S. national average for metal and non-metal mines reported by MSHA. Safety and Health Training: •  Safety Meetings Held: 979 •  Safety and Health Training Hours: 11,338 Safety Awards: •  Three employees at our Nevada Operations each received 2023 Safety Awards from the Nevada Mining Association. •  NIOSH recognized Hecla with its 2023 NIOSH Mine Safety and Health Technology Metal Sector Innovation Award for developing the UCB mining method. Zero Fatalities: •  In 2023, we had zero employee or contractor fatalities.     All-Injury Frequency Rate of 1.45, 40% lower than U.S. National Average:   Zero Fatalities: 8 | 2024 Proxy Statement   In 2021, we had zero employee or contractor fatalities. Decrease in Non-compliance Violations: We had 93 total non-compliance violations in 2021, representing a 54% reduction since 2020. •   In 2021, Hecla’s Casa Berardi Mine received the John T. Ryan Safety Trophy for the Quebec-Maritime Provinces Region for outstanding safety performance. The annual award is given by the Canadian Institute of Mining, Metallurgy and Petroleum to the mine with the lowest reportable injury frequency. Supporting and Developing Our People 2022 Proxy Statement    5 Sustainability Human Capital Management Hecla’s human capital managementHecla is dedicated to investing continuously in the technology, training, systems, and programs that help protect and support our people. We also strive to have our workforce at least mirror the local demographic diversity including but not limitedand try to be more diverse for gender, ethnicity, and local indigenousIndigenous people. At the executive level, the Senior Vice President – Chief Administrative Officer reports directly to the CEO and is responsible for the Company’s programs to support and develop our people. At the local level, each operating site has a human resource professional whose primary role is to support and develop our people (where applicable). at that site. As of December 31, 2021,2023, Hecla employed approximately 1,6501,775 people, of which approximately 950990 were employed in the United States, 650770 in Canada, and 5020 in Mexico. The vast majority of Hecla’s employees are full-time, and approximately 15%260 of theour employees are covered by a collective bargaining agreement. Creating greater gender diversity in a predominantly male industry is among the priorities of Hecla currently and in the coming years. Management is working to increase the representation of women, local and indigenous people (where applicable) and other diverse people throughout Hecla’s workforce. At the executive level, the Sr. Vice President and CAO reports directly to the CEO and is responsible for implementing the Company’s human capital management program. The position is an executive-level position to reflect the priority we place on utilizing our human capital resources to meet our business strategy. At the local level, each operating site has a human resource professional whose primary role is to manage the Company’s human capital management program at their respective site.            Human Capital Management Highlights   Gender Diversity: Gender Diversity: •  10% of our workforce are women, and women hold 22% of our professional/managerial positions. 29% of our Board is made up of women. •  We have implemented programs to foster the hiring and retention of women including the creation of networking opportunities with senior executives and Board members. Promoting Diverse Cultures: •  In 2023, approximately 114 First Nations workers worked at Casa Berardi. Hecla encourages its suppliers to hire Indigenous workers and remain committed to providing opportunities to the First Nation businesses. •  Our Casa Berardi mine in Quebec provides annual cultural awareness training for all department heads. •  We hold companywide diversity, equity and inclusion (DEI) training to foster an inclusive, welcoming workplace. Trainings are mandatory and employee participation is monitored and tracked by a third party to ensure actual completion. Discrimination & Harassment: We are committed to providing equal employment opportunities and complying with all applicable employment laws in the countries where we operate, as outlined in the “Employee Relations” section of our Code of Conduct.   10% of our workforce are women and 21% hold managerial positions. Hiring Local: 80% of our workforce is local to our operations. Hiring First Nations: The number of First Nations persons hired from the Abitibiwinni (Pikogan) community by Hecla Quebec has more than quadrupled since 2018 from six to an average of 25 who worked at our Casa Berardi Mine in 2021. Protecting Human Rights: •    Protecting Human Rights: We conduct businesssupport fundamental human rights in all our operations, including our supply chain, and in all jurisdictions in which it conducts business. We operate in countries where human rights laws are respected and promoted and strivepromoted. Our Human Rights Statement discusses our commitment to conduct our business in a manner consistent with the United Nations Universal Declaration of Human Rights and the United Nations Guiding Principles on Business and Human Rights. Education: •  We offer a tuition reimbursement program to assist with educational expenses for employees who are interested in furthering their education. •  At Lucky Friday, we provide on-line training through Caterpillar and Epiroc to ensure our miners continually expand their skill sets. •  As part of our workforce training program, new hires in various entry-level professional fields including accounting, finance, geology, engineering, and metallurgy, can participate in a mentoring program where they are paired with retired Hecla employees or other professionals in the community. Awards: Our Greens Creek mine was awarded the Juneau Rotary Club’s 2023 Vocational Service Award, for creating career opportunities for the next generation of miners – and other technical trades. Greens Creek funds vocational scholarship programs, tours, class and coursework, internships, and externships.   2024 Proxy Statement | 9 Community Engagement Over our 130-year133-year history, Hecla has always been a strong partner in the communities where we operate. Through the continued growth of our responsible mining operations, we provide significant social and economic benefits to our local communities. We are the largest private-sector employer and taxpayer in Juneau, Alaska, near our Greens Creek Mine andmine, in Wallace/Mullan, Idaho, near our Lucky Friday Mine.mine, in La Sarre, Quebec, near our Casa Berardi mine, and in the Yukon Territory, where our Keno Hill mine is located. Some of these operations have been part of their communities for generations. We engage with stakeholders at all our sites during every stage of the mining life cycle to become a community partner and deepen our understanding of local concerns and issues. We communicate information through a variety of methods including community meetings, local and social media, and flyers, with all materials available in the local language with translation provided if necessary. We disclose the results of environmental, economic, and social impact assessments and partner with local stakeholders to mitigate any environmental and social impacts.stakeholders. We also work with local stakeholders to identify opportunities for the Hecla Charitable Foundation to provide support for community initiatives.   6     www.hecla-mining.com Sustainability            Community Engagement Highlights Engaging with Community Stakeholders: We engage with stakeholders at all our sites during the mining life cycle to be a constructive partner in the communities where we operate and deepen our understanding of local concerns and issues. Indigenous Relations: With the purchase of Alexco Resources in 2022, Hecla has two operations and one exploration project in Canada that have benefit agreements in place with the First Nations. This includes the Abitibiwinni at the Casa Berardi Mine in Quebec, the First Nation Na-Cho Nyak Dun at Keno Hill in the Yukon, and the Gitanyow at the Kinskuch property in British Columbia. Community Partnerships: •  In Montana, Hecla originated the Grizzly Corridor Project in collaboration with biologists, the U.S. Forest Service, U.S. Fish and Wildlife, and local logging contractors. On Hecla land, we strategically thinned tree density to open the canopy, thereby resulting in travel routes for bears while increased sunlight stimulates growth in the understory. •  In Montana, we also partnered with the Confederated Salish and Kootenai Tribes to harvest and plant over 200,000 native shrubs and trees at our reclaimed Troy mine. Supporting Communities through the Hecla Charitable Foundation: In 2023, the Hecla Charitable Foundation donated more than $377,206 toward education, youth activities, community programs, and health services activities in communities in which we operate. Building a Skilled Workforce: •  At our Greens Creek mine in Alaska, we have partnered with multiple entities to create a skilled local workforce. •  At Prince William Sound College in Alaska, we created a Millwright program, including full scholarships. •  At the Alaska Vocational Technical Center, we provided scholarships and internships to Diesel and Electrical Tech students. •  We continue to use the Mining and Petroleum Training Service in Alaska to train employees new to mining.     Supplier Code of Conduct:   The Company has a Supplier Code of Conduct that sets out the minimum standards of conduct expected from all suppliers wishing to do business with, or on behalf of, Hecla and its subsidiaries. Indigenous Relations: In 2021 at our Casa Berardi Mine, two five-year contracts were awarded to Construction Kiwetin for maintenance and transportation services, resulting in the employment of 25 First Nations workers annually over the life of the contracts. A contract for clearing land for exploration drilling was given to Cooperative de solidarite de Pikogan, which will employ a minimum of two workers for a three-month period. Supporting Communities through the Hecla Charitable Foundation: In 2021, the Hecla Charitable Foundation donated more than $464,000 toward education, youth activities, community programs, and health services activities in communities in which we operate. Engaging with Stakeholders:Corporate Governance   • Our Greens Creek Mine was named the Alaska Chamber’sLarge Business of the Year in 2021. Building a Skilled Workforce: In 2020, our Greens Creek Mine renewed a partnership with the University of Alaska Southeast (UAS) Center for Mine Training with a gift of $315,000 for scholarship assistance over the next three years. This makes over $1.2 million invested by the Company in this program over the past 10 years. 2022 Proxy Statement    7 CORPORATE GOVERNANCE We are committed to effective corporate governance that reflects our values and supports our strategic and financial objectives and performance. Our corporate governance practices are generally reflected in our Bylaws, Corporate Governance Guidelines, Code of Conduct, Whistleblower Policy, and board committee charters. Electronic Access to Corporate Governance Documents Our corporate governance documents are available on our website at www.hecla-mining.comhttps://www.hecla.com by selecting the tab entitled “Investors”titled “Company” and then selecting the tab entitledtitled “Governance and& Ethics.” These include:   • Bylaws Bylaws • Restated Certificate of Incorporation • Corporate Governance Guidelines • Whistleblower Policy • Code of Conduct • Code of Ethics: CEO and Senior Financial Officers • Supplier Code of Conduct • Human Rights Statement • Safety and Health Policy • Bribery and Anti-Corruption Policy (included in Code of Conduct) • Charters of the Audit, Compensation, Governance, and Social Responsibility, and Health, Safety, Environmental and TechnicalHSET Committees of the Board Shareholders may also request a free copy of these documents from: Investor Relations, Hecla Mining Company, 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408; (208) 769-4100. Corporate Governance Guidelines and Code of Conduct The Board has adopted Corporate Governance Guidelines and a Code of Conduct in accordance with the U.S. Securities and Exchange Commission (SEC) and the NYSE corporate governance standards. The Corporate Governance Guidelines were adopted by the Board to ensure the Board is independent from management, that the Board adequately performs its function as the overseer of management, and to help ensure that the interests of the Board and management align with the interests of our shareholders. We believe that operating with honesty and integrity has earned trust from our shareholders, credibility within our communities and dedication from our employees. Our directors, officers and employees are required to abide by our Code of Conduct to promote the conduct of our business in a consistently legal and ethical manner. Our Code of Conduct covers many topics, including conflicts of interest, confidentiality, fair dealing, proper use of the Company’s assets, and compliance with laws, rules, and regulations. In addition to the Code of Conduct for directors, officers and employees, our CEO, Senior Vice President Chief Financial Officer, Vice President – Controller, and site controllers are also bound by a separate Code of Ethics. The Governance Committee has adopted procedures to receive, retain, and react to complaints received regarding possible violations of the Code of Conduct, and to allow for the confidential and anonymous submission by employees of concerns regarding possible violations of the Code of Conduct. Our employees may submit any concerns regarding apparent violations of the Code of Conduct to their supervisor, our Vice President – General Counsel, the Chair of the Governance Committee, or through our website submission page or telephone hotline (both of which have the option to remain anonymous). In 2023, we did not receive any reports of misconduct through our website submission page or telephone hotline, established as part of our Code of Conduct. Shareholders may also request a free copy of these documents from: Investor Relations, Hecla Mining Company, 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408; (208) 769-4100.2024 Proxy Statement | 11 Corporate Governance Guidelines and Code Whistleblower Policy We have a Whistleblower Policy adopted by our Audit Committee that encourages our employees, suppliers, contractors, shareholders, customers, or other stakeholders (collectively, stakeholders) to report to appropriate Company representatives, without fear of retaliation, any information relating to possible fraud or questionable accounting, internal controls, or auditing matters. Stakeholders may confidentially submit any concerns to the Company’s Vice President – General Counsel, or through a third-party telephone hotline and online reporting system (ConfidenceLine), both of which have the option of remaining anonymous. The goal of this policy is to discourage illegal activity and business conduct that damages Hecla’s reputation, business interests, and our relationship with stakeholders. In 2023, we did not receive any reports through our secure online reporting system established as part of Conduct The Board has adopted Corporate Governance Guidelines and a Code of Conduct in accordance with the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”) corporate governance standards. The Corporate Governance Guidelines were adopted by the Board to ensure that the Board is independent from management, that the Board adequately performs its function as the overseer of management, and to help ensure that the interests of the Board and management align with the interests of our shareholders. We believe that operating with honesty and integrity has earned trust from our shareholders, credibility within our communities and dedication from our employees. Our directors, officers and employees are required to abide by our Code of Conduct to promote the conduct of our business in a consistently legal and ethical manner. Our Code of Conduct covers many topics, including conflicts of interest, confidentiality, fair dealing, proper use of the Company’s assets, and compliance with laws, rules and regulations. In addition to the Code of Conduct for directors, officers and employees, our CEO and Sr. Vice President and CFO are also bound by a separate Code of Ethics. The Governance Committee has adopted procedures to receive, retain, and react to complaints received regarding possible violations of the Code of Conduct, and to allow for the confidential and anonymous submission by employees of concerns regarding possible violations of the Code of Conduct. Our employees may submit any concerns regarding apparent violations of the Code of Conduct to their supervisor, our Vice President and General Counsel, the Chair of the Governance Committee, or through our anonymous telephone hotline. Whistleblower Policy We have a Whistleblower Policy adopted by our Audit Committee that encourages our employees, suppliers, contractors, shareholders, customers, or other stakeholders (collectively, “stakeholders”) to report to appropriate Company representatives, without fear of retaliation, any information relating to possible fraud or questionable accounting, internal controls, or auditing matters. Stakeholders may confidentially submit any concerns to the Company’s Vice President and General Counsel, or through an anonymous telephone hotline or a special website. The goal of this policy is to discourage illegal activity and business conduct that damages Hecla’s reputation, business interests, and our relationship with stakeholders. In 2021, we did not receive any complaints under our Whistleblower Policy. Communications with the Board Stakeholders wishing to communicate with our Board Chair or with the independent directors as a group may do so by delivering or mailing the communication in writing to: Board Chair, c/o Corporate Secretary, Hecla Mining Company, 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of our internal auditor and overseen in accordance with procedures established by the Audit Committee with respect to such matters. From time to time, the Board may change the process by which stakeholders may communicate with the Board or its members. Please refer to our website at https://www.hecla.com, selecting the tab titled “Company” and then the tab titled “Governance & Ethics,” for any changes in this process. Board Leadership Structure Currently, the positions of CEO and Board Chair are held by separate persons. The Board believes this structure is optimal for the Company at this time because it allows the CEO to focus on leading the Company’s business and operations, and the Board Chair to serve as a sounding board and advisor to the CEO, and to lead the activities of the Board. The Board has also determined that having this structure ensures a greater role for the independent directors in the oversight of the Company, and it enhances the Board’s independence and, we believe, senior management’s accountability to the Board. In the future, if the individual elected as Board Chair also were to be the CEO, the independent directors would elect a Lead Independent Director for a one-year term. This would help ensure continued robust independent leadership of the Board. Executive sessions of independent directors are included on the agenda for every regularly scheduled Board meeting and were held at each Board meeting in 2023. The executive sessions are chaired by the Board Chair. Our independent directors meet in executive sessions without management present unless the independent directors request their attendance. For the foregoing reasons, we have determined that our leadership structure is appropriate in the context of our specific circumstances. 12 | 2024 Proxy Statement Board Refreshment In accordance with our Corporate Governance Guidelines, the Governance Committee reviews annually the composition and size of the Board, recognizing the importance of refreshment to maintain a balance of tenure, diversity, skill sets and experience on our Board. Our Board currently consists of seven members, six of whom the Board has affirmatively determined are independent. There are three current Class II directors whose terms will expire at the Annual Meeting: Stephen F. Ralbovsky, Catherine J. Boggs, and Mark P. Board (who was added to the Board in February 2024). Since 2016, we have recruited five new Board members, reflecting our continual process of board refreshment. These five additions to our Board are consistent with our objective to have a Board with expansive and diverse experience, a deep understanding of the challenges and opportunities associated with our business and a focus on value and sustainability for the benefit of all stakeholders. Our director recruitment efforts are ongoing and further additions to the Board are anticipated. 2024 Proxy Statement | 13 Identifying and Evaluating Nominees for Director Director Selection Process 1   8     www.hecla-mining.com Corporate GovernanceCANDIDATE RECOMMENDATIONS   Communications withFrom shareholders, management, directors, and search firms 2 GOVERNANCE COMMITTEE Evaluates the BoardBoard’s needs and screens and interviews candidates Stakeholders wishing to communicate with our Chairman of the Board (“Chairman”) or with the independent directors as a group may do so by delivering or mailing the communication in writing to: Chairman of the Board, c/o Corporate Secretary, Hecla Mining Company, 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408. Concerns relating to accounting, internal controls or auditing matters are immediately brought Reviews qualifications and expertise, tenure, regulatory requirements, and diversity Recommends nominees to the attention of our internal auditor and handled in accordance with procedures established by the Audit Committee with respect to such matters. From time to time, the Board may change the process by which stakeholders may communicate with the Board or its members. Please refer to our website at www.hecla-mining.com, selecting the tab entitled “Investors” and then the tab entitled “Governance and Ethics,” for any changes in this process. Board Leadership Structure 3 Currently, the positions of CEO and Chairman are held by separate persons. The Board believes this structure is optimal for the Company at this time because it allows the CEO to focus on leading the Company’s business and operations, and the Chairman to serve as a sounding board and advisor to the CEO, and to lead the activities of the Board. The Board has also determined that having this structure ensures a greater role for the independent directors in the oversight of the Company, and it enhances the Board’s BOARD OF DIRECTORS Discusses, analyzes independence, and we believe, senior management’s accountability to the Board. In the future, if the individual elected as Chairman also were to be the CEO, the independent directors would elect a Lead Independent Directorselects nominees for a one-year term. This would help ensure continued robust independent leadership of the Board.election Currently, our Chairman chairs meetings of the Board, as well as the executive sessions with independent members of the Board. The Chairman’s duties include: chairing annual shareholder meetings; overseeing the preparation of agendas for Board meetings; preparing for executive sessions of the Board and providing feedback to the CEO; staying current on developments to determine when it may be appropriate to alert the Board to significant pending developments; and serving as a liaison between independent directors and the CEO with respect to sensitive issues. Executive sessions of independent directors are included on the agenda for every regularly scheduled Board meeting. During 2021, executive sessions were held at each regularly scheduled Board meeting. The executive sessions are chaired by the Chairman. Our independent directors meet in executive sessions without management present unless the independent directors request their attendance. For the foregoing reasons, we have determined that our leadership structure is appropriate in the context of our specific circumstances. Board Refreshment In accordance with our Corporate Governance Guidelines, the Governance Committee reviews annually the composition and size of the Board, recognizing the importance of refreshment to maintain a balance of tenure, diversity, skill sets and experience on our Board. Our Board currently consists of eight members, seven of whom the Board has affirmatively determined are independent. There are three Class III directors whose terms will expire at the Annual Meeting: Ted Crumley, Terry V. Rogers, and Charles B. Stanley. Messrs. Crumley and Rogers have reached the mandatory retirement age and will not stand for re-election. Due to these retirements, the Board will reduce its size from eight members to six members at the Annual Meeting. Since 2016, we have recruited four new Board members. These four additions to our Board are consistent with our objective to have a Board with expansive and diverse experience, a deep understanding of the challenges and opportunities associated with our business and a focus on value and sustainability for the benefit of all stakeholders. With the upcoming retirement of Messrs. Crumley and Rogers, our director recruitment efforts are ongoing and further additions to the Board are anticipated within the next year.4   2022 Proxy Statement    9 Corporate GovernanceSHAREHOLDERS   Identifying and Evaluating Nominees for Director Director Selection Process 1   Candidate Recommendations         2   Governance Committee         3   Board of Directors         4   Shareholders   From shareholders, management, directors, and search firms   •  Evaluates the Board’s needs and screens and interviews candidates •  Reviews qualifications and expertise, tenure, regulatory requirements, and diversity •  Recommends nominees   Discusses, analyzes independence, and selects nominees for election   Vote on nominees at annual meeting The Governance Committee uses a variety of methods for identifying and evaluatingVote on nominees for director. The Governance Committee is responsible for ensuring that the composition of the Board accurately addresses the needs of our business. In the event vacancies are anticipated, or arise, the Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Governance Committee through current Board members, professional search firms, shareholders, or other persons. Consideration of new director nominee candidates typically involves a series of internal discussions, review of information concerning candidates and interviews with selected candidates. The Governance Committee then determines the best qualified candidates based on the established criteria and recommends those candidates to the Board for election. While the Governance Committee and our Board prioritize maintaining a board that is comprised of directors with a diverse set of skills, backgrounds, experiences, and perspectives, they also recognize the importance of balancing these qualifications with the overall tenure of directors in their long-term approach to board refreshment. The fresh viewpoints and philosophies newer directors bring, coupled with the valuable experience and institutional knowledge the longer-tenured directors possess, benefits the Board and its overall contribution to the Company. The Board has appointed four highly qualified directors since 2016 who bring insight to areas such as mining, international business, acquisitions, operations, legal, risk management, geology, engineering, finance, and tax. To supplement our newer directors, our longer-tenured directors have extensive knowledge of our operations and have the perspective of overseeing our business activities through economic cycles and across differing competitive environments. We hold the view that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, contributing to the Board’s ability to work as a collective body, while giving us the benefit of familiarity and insight into our affairs that our directors have accumulated during their tenure. Recent additions to the Board provide new perspectives and diversity, while directors who have served for a number of years bring experience, continuity, institutional knowledge, and insight into the Company’s business and industry. Directors with relevant business and leadership experience provide the Board with a useful perspective on business strategy and significant risks, and an understanding of the challenges facing the business. Accordingly, the process for identifying nominees reflects our practice of re-nominating incumbent directors who (i) continue to satisfy the Governance Committee’s criteria for membership on the Board, (ii) the Governance Committee believes continue to make important contributions to the Board, and (iii) consent to continue their service on the Board. Directors should also be able to commit the requisite time for preparation and attendance at regularly scheduled Board and committee meetings, as well as be able to participate in other matters necessary to ensure good corporate governance is practiced.Annual Meeting The Governance Committee reviews annually with the Board the composition of the Board as a whole and recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity required for the Board as a whole and contains at least the minimum number of independent directors required by applicable laws and regulations. Board members should possess such attributes and experience as are necessary for the Board as a whole and contain a broad range of personal 10     www.hecla-mining.com Corporate Governance The Governance Committee uses a variety of methods for identifying and evaluating nominees for director. The Governance Committee is responsible for ensuring that the composition of the Board accurately addresses the needs of our business. In the event vacancies are anticipated, or arise, the Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Governance Committee through current Board members, professional search firms, shareholders, or other persons. Consideration of new director nominee candidates typically involves a series of internal discussions, review of information concerning candidates and interviews with selected candidates. The Governance Committee then determines the best qualified candidates based on the established criteria and recommends those candidates to the Board for appointment until such time as they stand for election by our shareholders. While the Governance Committee and our Board prioritize maintaining a board that is comprised of directors with a diverse set of skills, backgrounds, experiences, and perspectives, they also recognize the importance of balancing these qualifications with the overall tenure of directors in their long-term approach to board refreshment. The fresh viewpoints and philosophies newer directors bring, coupled with the valuable experience and institutional knowledge the longer-tenured directors possess, benefits the Board and its overall contribution to the Company and our shareholders. Since 2016, the Board has appointed five highly qualified directors who bring insight to areas such as mining, international business, acquisitions, operations, legal, risk management, geology, engineering, finance, and tax. To supplement our newer directors, our longer-tenured directors have extensive knowledge of our operations and have the perspective of overseeing our business activities through economic cycles and across differing competitive environments. We hold the view that the continuing service of qualified incumbents promotes stability and continuity in the boardroom, contributing to the Board’s ability to work as a collective body, while giving us the benefit of familiarity and insight into our affairs that our directors have accumulated during their tenure. Recent additions to the Board provide new perspectives and diversity, while directors who have served for a number of years bring experience, continuity, institutional knowledge, and insight into the Company’s business and industry. Directors with relevant business and leadership experience provide the Board with a useful perspective on business strategy and significant risks, and an understanding of the challenges facing the business. Accordingly, the process for identifying nominees reflects our practice of re-nominating incumbent directors who (i) continue to satisfy the Governance Committee’s criteria for membership on the Board, (ii) the Governance Committee believes continue to make important contributions to the Board, and (iii) consent to continue their service on the Board. Directors should also be able to commit the requisite time for preparation and attendance at regularly scheduled Board and committee meetings, as well as be able to participate in other matters necessary to ensure good corporate governance is practiced. The Governance Committee reviews annually with the Board the composition of the Board as a whole and recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity required for the Board as a whole, and contains at least the minimum number of independent directors required by applicable laws and regulations. Board members should possess such attributes and experience as are necessary for the Board as a whole and contain a broad range of personal characteristics, including diversity of backgrounds, management skills, mining, accounting, finance, and business experience. Our current directors exhibit an effective mix of skills, experience, diversity, and perspective. Summarized below is a description of why each core competency is important for service on Hecla’s Board.   14 | 2024 Proxy Statement Knowledge, Skills and Experience Knowledge, Skills, and Experience Audit Committee Financial Expert Board Service on Public Companies We value individuals who understand public company reporting responsibilities and have experience with the issues commonly faced by public companies. CEO Experience / Public Company Executive These skills are important to gain a practical understanding of organizations and drivers of individual growth and development. Two of our directors have experience as a CEO.   Audit Committee Financial Expert ∎ Board Service on Public Companies We value individuals who understand public company reporting responsibilities and have experience with the issues commonly faced by public companies. Five of our directors have served on boards of other public companies. ∎ ∎ ∎ ∎ ∎ CEO Experience These skills are important to gain a practical understanding of organizations and drivers of individual growth and development. Seven of our directors have had some experience in the administration of a multijurisdictional company. Two of our directors have experience as a chief executive officer. ∎ ∎ Corporate Governance Experience with governance principals and policies. All our directors have had experience in corporate governance. ∎ ∎ ∎ ∎ ∎ ∎ ∎ ∎ Environmental and Social Responsibility Experience with environmental and social responsibility initiatives, including sustainability, diversity, and inclusion. Six of our directors have experience in environmental and social responsibility. ∎ ∎ ∎ ∎ ∎ ∎ Finance We believe that an understanding of finance and financial reporting processes is important for our directors to monitor and assess the Company’s operating and strategic performance and to ensure accurate financial reporting and robust controls. It is important to have experience in capital markets, corporate finance, accounting, and financial reporting and several of our director’s satisfy the “accounting or related financial management experience” criteria set forth in the NYSE listing standards. Three of the eight directors satisfy the “audit committee financial expert” criteria set forth in regulations of the SEC, but only one of those directors sits on the Audit Committee. All of our directors have financial knowledge and are financially literate. ∎ ∎ ∎ ∎ ∎ ∎ ∎ ∎ Geology, Mining and Engineering It is important that some of our directors have experience in open-pit and underground mines, as well as knowing the science and technology of extracting minerals, exploration, geology, metallurgy, and geotechnical engineering experience. Two of our directors have experience managing mining operations. Three of our directors have experience in geology, mining, and/or engineering. ∎ ∎ ∎ Industry Experience Having experience in our industry or a similar industry contributes to a deeper understanding of our business strategy, operations, key performance indicators and competitive environment. All of our directors have experience in mining or a similar industry. ∎ ∎ ∎ ∎ ∎ ∎ ∎ ∎ Industry Association Participation Experience in organizations that support companies and employers in the mining industry and protect their rights. Three of our directors have chaired an industry organization. Seven of our directors have a long and highly regarded reputation in the industry. ∎ ∎ ∎ ∎ ∎ ∎ ∎ International Business With operations in Mexico and Canada and prospects for further expansion, international experience helps us understand opportunities and challenges. All of our directors have had international business experience. ∎ ∎ ∎ ∎ ∎ ∎ ∎ ∎ Senior Leadership Experience serving as CEO or a senior business executive, as well as hands-on leadership experience in core management areas, such as strategic and operational planning, financial reporting, compliance, risk management and leadership development, provides a practical understanding of how organizations like Hecla function. All of our directors have senior business leadership experience. ∎ ∎ ∎ ∎ ∎ ∎ ∎ ∎ Legal and Compliance Hecla is subject to a broad array of government regulations. Mining is impacted by changes in law or regulation in areas such as safety, environmental and disclosure. Several of our directors have experience in regulated industries, providing them with insight and perspective in working constructively and proactively with governments and agencies. Three of our directors have formal legal education and understand the legal risks and obligations of the Company. ∎ ∎ ∎ 2022 Proxy Statement    11 Corporate Governance Knowledge, Skills and Experience                 Reputation in the Industry   ∎   ∎   ∎   ∎   ∎   ∎   ∎   ∎ Risk Management Considering the Board’s role in risk oversight, we seek directors who can contribute to the identification, assessment and prioritization of risks facing the Company. All of our directors have experience with our business to understand key areas of risk.   ∎   ∎   ∎   ∎   ∎   ∎   ∎   ∎ Strategic Planning, Business Development, Business Operations Experience defining and driving strategic direction and growth and managing the operations of a business or large organization. All of our directors have experience in setting and managing the strategic direction of a business.   ∎   ∎   ∎   ∎   ∎   ∎   ∎   ∎ Demographics                                 Race/Ethnicity                                 Asian/Pacific Islander                               ∎ White/Caucasian   ∎   ∎   ∎   ∎   ∎   ∎   ∎     Gender                                 Male   ∎       ∎   ∎   ∎   ∎   ∎     Female       ∎                       ∎ Board Tenure                                 Years – Average Tenure is 12 years. After Annual Meeting and retirement of Messrs. Crumley and Rogers, average tenure will be 9 years.   21   5   27   6   6   15   15   1 In general, and as more fully outlined in our Bylaws and Corporate Governance Guidelines, in evaluating director candidates for election to our Board, the Governance Committee will: (i) consider if the candidate satisfies the minimum qualifications for director candidates as set forth in the Corporate Governance Guidelines; (ii) consider factors that are in the best interests of the Company and its shareholders, including the knowledge, experience, integrity and judgment of each candidate; (iii) consider the contribution of each candidate to the diversity of backgrounds, experience and competencies which the Board desires to have represented, with such diversity being considered among the other desirable attributes of the Board; (iv) assess the performance of an incumbent director during the preceding term; (v) consider each candidate’s ability to devote sufficient time and effort to his or her duties as a director; (vi) consider a candidate’s independence and willingness to consider all strategic proposals; (vii) consider any other criteria established by the Board and any core competencies or technical expertise necessary to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties; and (viii) determine whether there exists any special, countervailing considerations against nomination of the candidate. Director Qualifications, Evaluation, and Nomination The Governance Committee believes nominees for election to the Board should also possess certain minimum qualifications and attributes. The nominee must: (i) exhibit strong personal integrity, character and ethics, and a commitment to ethical business and accounting practices; (ii) not be involved in ongoing litigation with the Company or be employed by an entity engaged in such litigation; and (iii) not be the subject of any ongoing criminal investigations in the jurisdiction of the United States, any state, or internationally, including investigations for fraud or financial misconduct. In connection with the director nominees who are up for election at the Annual Meeting, the Governance Committee also considered the nominee’s role in: (i) overseeing the Company’s efforts in complying with its SEC disclosure requirements; (ii) assisting in improving the Company’s internal controls and disclosure controls; (iii) assisting with the development of the strategic plan of the Company; and (iv) working with management to implement the Company’s strategic goals and plans. Directors are expected to exemplify high standards of personal and professional integrity and to constructively challenge management through their active participation and questioning. Our Bylaws and Corporate Governance Guidelines provide that a director will not be nominated for re-election after their 75th birthday. 12     www.hecla-mining.com Corporate Governance   In additionExperience with governance principles and policies. Environmental and Social Responsibility Experience with environmental and social responsibility initiatives, including sustainability, diversity, and inclusion. Finance We believe that an understanding of finance and financial reporting processes is important for our directors to fulfillingmonitor and assess the above criteria, each nominee for electionCompany’s operating and strategic performance and to the Board at the upcoming Annual Meeting brings a strongensure accurate financial reporting and unique background and set of skillsrobust controls. It is important to the Board, giving the Board competence andhave experience in a wide varietycapital markets, corporate finance, accounting, and financial reporting and several of areas, including corporate governance, executiveour director’s satisfy the “accounting or related financial management legal, accounting, finance, mining, exploration, and board service. The Governance Committee has reviewedexperience” criteria set forth in the nominees’ overall service to the Company during their terms, including the number of meetings attended, level of participation and quality of performance. Majority Voting for Directors and Director Resignation Policy In February 2017, the Governance Committee recommended and the Board approved amendments to the Corporate Governance Guidelines to include a director resignation policy. The policy provides that any director who is not elected by a majority of votes cast shall tender his or her resignation to the Governance Committee. The Governance Committee will recommend to the Board whether to accept or reject the resignation offer, or whether another action should be taken. In determining whether to recommend that the Board accept any resignation offer, the Governance Committee will consider all factors believed relevant by it. The Board will act on the Governance Committee’s recommendation within 90 days following certificationNYSE listing standards. Two of the election results. In deciding whether to acceptseven directors satisfy the resignation offer, the Board will consider the factors considered by the Governance Committee and any additional information and factors that the Board finds relevant. If the Board accepts a director’s resignation offer pursuant to this process, the Governance Committee will recommend to the Board and the Board will thereafter determine whether to fill such vacancy or reduce the size“audit committee financial expert” criteria set forth in regulations of the Board. Any director who tenders their resignation pursuant to this provision will not participateSEC. Geology, Mining and Engineering It is important that some of our directors have experience in the proceedings of either the Governance Committee or the Board with respect to their own resignation offer. If a director’s resignation is not accepted by the Board, the director shall continue to serve until the next annual meeting of shareholders or until their successor is duly electedopen-pit and qualified, or their earlier resignation or removal. Diversity The Company’s Corporate Governance Guidelines provide the Board should include individuals with a diverse range of experiences to give the Board depth and breadth in the mix of skills represented. The Board seeks to include diversity in professional experience, skills, industry background, race/ethnicity, national origin, and gender,underground mines, as well as knowing the abilityscience and technology of extracting minerals, exploration, geology, metallurgy, and geotechnical engineering experience. Industry Knowledge and / or Experience Having experience in our industry or a similar industry contributes to a deeper understanding of our business strategy, operations, key performance indicators and competitive environment. International Business With operations in Mexico and Canada and prospects for further expansion, international experience helps us understand opportunities and challenges. Legal and Compliance Hecla is subject to a broad array of government regulations. Mining is impacted by changes in law or regulation in areas such as safety, environmental and disclosure. Several of our directors (and candidates for director) to devote sufficient time to performing their dutieshave experience in an effective manner.regulated industry, providing them with insight and perspective in working constructively and proactively with governments and agencies. Risk Management Size of the Board of Directors Our Bylaws require the Board to have not less than five nor more than nine members. The size of the Board may be increased or decreased within that range from time-to-time by resolution approved by the affirmative vote of a majority of the Board. On February 26, 2021, the Board increased the size of the Board from eight members to nine members due to the appointment of a new Class I director (Ms. Alice Wong). On May 19, 2021, the Board decreased the size of the Board from nine members to eight members due to the retirement of Mr. George R. Nethercutt, Jr. The retirement of Messrs. Rogers and Crumley will cause an imbalance in the number of directors onConsidering the Board’s three classes of directors. The Company’s Bylaws and Restated Certificate of Incorporation provide that the number of directors in each class of directors shall be as nearly equal in number as possible. In order to maintain balance among the classes, Alice Wong will stand for election at the Annual Meeting as a Class III director, together with Charles B. Stanley, each with a term to expire at the 2025 annual meeting of shareholders. Immediately following the Annual Meeting, the size of the Board will be reduced to six. Board’s Role in Oversight of Strategy and Risk Management Our Board is engaged and involved in overseeing our strategy and takes an active role in risk oversight.oversight, we seek directors who can contribute to the identification, assessment and prioritization of risks facing the Company. Strategic Planning, Business Development, Business Operations Expertise   Experience defining and driving strategic direction and growth and managing the operations of a business or large organization. Human Capital Management Oversight of the recruitment, retention and development of key talent is critical for execution of Company strategies and initiatives. Cybersecurity and Technology Experience in providing perspectives on innovation and overseeing the physical and cyber threats against the security of our operations, assets and systems and response preparedness. 2024 Proxy Statement | 15 Gender Diversity 29% 2 Women (1 of whom chairs a standing committee, and the other is the Board Chair) Racial/Ethnic Diversity 14% 1 racial/ethnic minority Independence 6 of 7 Are independent Board Refreshment 5 New since 2016 Average Board Tenure 9 years Cybersecurity 57% Have experience with cybersecurity 83% Refreshment of independent board members since 2016 Average Age of Directors 68 Industry and Operational Experience/ Risk Management 100% Have industry and operational experience and risk management experience In general, and as more fully outlined in our Bylaws and Corporate Governance Guidelines, in evaluating director candidates for election to our Board, the Governance Committee will: (i) consider if the candidate satisfies the minimum qualifications for director candidates as set forth in the Corporate Governance Guidelines; (ii) consider factors that are in the best interests of the Company and its shareholders, including the knowledge, experience, integrity and judgment of each candidate; (iii) consider the contribution of each candidate to the diversity of backgrounds, experience and competencies which the Board desires to have represented, with such diversity being considered among the other desirable attributes of the Board; (iv) assess the performance of an incumbent director during the preceding term; (v) consider each candidate’s ability to devote sufficient time and effort to his or her duties as a director; (vi) consider a candidate’s independence and willingness to consider all strategic proposals; (vii) consider any other criteria established by the Board and any core competencies or technical expertise necessary to manage and direct the affairs and business of the Company, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties; and (viii) determine whether there exists any special, countervailing considerations against nomination of the candidate. Director Qualifications, Evaluation, and Nomination The Governance Committee believes nominees for election to the Board should also possess certain minimum qualifications and attributes. The nominee must: (i) exhibit strong personal integrity, character and ethics, and a commitment to ethical business and accounting practices; (ii) not be involved in ongoing litigation with the Company or be employed by an entity engaged in such litigation; and (iii) not be the subject of any ongoing criminal investigations in the jurisdiction of the United States, any state, or internationally, including investigations for fraud or financial misconduct. In connection with the director nominees who are up for election at the Annual Meeting, the Governance Committee also considered the nominee’s role in: (i) overseeing the Company’s efforts in complying with its SEC disclosure requirements; (ii) assisting in improving the Company’s internal controls and disclosure controls; (iii) assisting with the development of the strategic plan of the Company; and (iv) working with management to implement the Company’s strategic goals and plans. Directors are expected to exemplify high standards of personal and professional integrity and to constructively challenge management through their active participation and questioning. Our Bylaws and Corporate Governance Guidelines provide that a director will not be nominated for re-election after their 75th birthday. 16 | 2024 Proxy Statement In addition to fulfilling the above criteria, each nominee for election to the Board at the upcoming Annual Meeting brings a strong and unique background and set of skills to the Board, giving the Board competence and experience in a wide variety of areas, including corporate governance, senior leadership, legal, geology, accounting, finance, mining, exploration, and board service. The Governance Committee has reviewed the nominees’ overall service to the Company during their terms, including the number of meetings attended, level of participation and quality of performance. Majority Voting for Directors and Director Resignation Policy Our directors are elected by majority vote (plurality in the case of a contested election). Our Corporate Governance Guidelines include a director resignation policy. The policy provides that any director who is not elected by a majority of votes cast shall tender his or her resignation to the Governance Committee. The Governance Committee will recommend to the Board whether to accept or reject the resignation offer, or whether another action should be taken. In determining whether to recommend that the Board accept any resignation offer, the Governance Committee will consider all factors believed relevant by it. The Board will act on the Governance Committee’s recommendation within 90 days following certification of the election results. In deciding whether to accept the resignation offer, the Board will consider the factors considered by the Governance Committee and any additional information and factors that the Board finds relevant. If the Board accepts a director’s resignation offer pursuant to this process, the Governance Committee will recommend to the Board and the Board will thereafter determine whether to fill such vacancy or reduce the size of the Board. Any director who tenders their resignation pursuant to this provision will not participate in the proceedings of either the Governance Committee or the Board with respect to their own resignation offer. If a director’s resignation is not accepted by the Board, the director shall continue to serve until the next annual meeting of shareholders or until their successor is duly elected and qualified, or their earlier resignation or removal. Diversity The Company’s Corporate Governance Guidelines provide the Board should include individuals with a diverse range of experiences to give the Board depth and breadth in the mix of skills represented. The Board seeks to include diversity in professional experience, skills, industry background, race/ethnicity, national origin, and gender, as well as the ability of directors (and candidates for director) to devote sufficient time to performing their duties in an effective manner. Number of Board of Directors Our Bylaws require the Board to have not less than five nor more than nine members. The size of the Board may be increased or decreased within that range from time-to-time by resolution approved by the affirmative vote of a majority of the Board. On February 22, 2024, the Board increased the size of the Board from six members to seven members due to the addition of one new director. Board’s Role in Oversight of Strategy and Risk Management Our Board is engaged and involved in overseeing our strategy and takes an active role in risk oversight. The Governance Committee is responsible for overseeing corporate governance and ESG risks and opportunities. In addition, the HSET Committee supports the furtherance of Hecla’s commitment to adopt best practices in mining operations, promote a healthy and safe work environment and advance environmentally sound and socially responsible resource development. The Board: • oversees the strategic direction of the Company, and in doing so considers the potential rewards and risks of our business opportunities and challenges and monitors the development and management of risks that impact our strategic goals.goals; • The Board as a whole is responsible for risk oversight at the Company, with reviews of certain areas conducted by the relevant Board committees that regularly report to the full Board.Board; and   • 2022 Proxy Statement    13 Corporate Governance Inin its risk oversight role, the Board reviews, evaluates, and discusses with appropriate members of management whether the risk management processes designed and implemented by management are adequate in identifying, assessing, managing, and mitigating material risks facing the Company, including financial, operational, social, and environmental risks. The Board believes that full and open communication between senior management and the directors is essential to effective risk oversight. Our Chairman2024 Proxy Statement | 17 The Board believes that full and open communication between senior management and the directors is essential to effective risk oversight. Our Board Chair regularly meets with our CEO on a variety of matters, including business strategies, opportunities, key challenges, and risks facing the Company, as well as management’s risk mitigation strategies. Senior management attends all regularly scheduled Board meetings where they conduct presentations on various matters involving our operations and are available to address any questions or concerns raised by the Board on risk management-related or other matters. Following consideration of the information presented by management, the Board provides feedback and makes recommendations, as needed, which is designed to help minimize the Company’s risk exposure. To the extent any risks identified by each standing committee of the Board are material or otherwise merit discussion by the whole Board, the respective committee chair will raise such risks at the next scheduled meeting of the Board, or sooner if merited. For the foregoing reasons, we have determined that our risk oversight is appropriate in the context of our specific circumstances, risk management efforts, and the Board’s administration of its oversight function. The chart below provides an overview of the allocation of risk management responsibilities among the Board committees. 18 | 2024 Proxy Statement Audit Committee •   Reviews and discusses with management, our internal auditor and our independent registered public accounting firm, the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. •   Oversees the effectiveness of the Company’s internal controls over financial reporting, and the Company’s compliance with legal and regulatory requirements. •   Meets quarterly with internal auditor and independent registered public accounting firm in executive sessions without management present. •   Discusses with the independent registered public accounting firm and internal auditor the results of their processes to assess risk in the context of our specific circumstances, risktheir respective audit engagements. Compensation Committee •   Assesses the Company’s compensation arrangements to determine if they create undesired or unintentional risks of a material nature. •   Oversees, in consultation with management, efforts,the Company’s compliance with regulations governing executive and director compensation. •   Approves compensation levels and programs for the Board’s administration of itsexecutive officers, including the CEO. •   Provides oversight function. The chart below provides an overview of the allocationCompany’s culture and strategies relating to human capital management. Governance and Social Responsibility Committee •   Oversees management of riskrisks associated with the Company’s environmental and social policies and implementation programs. •   Monitors ESG matters, including environmental, climate, health, safety, sustainability, social (including, but not limited to community relations, Indigenous people relations, and diversity and inclusion), and public policy trends, issues guidance, concerns and risks and other corporate responsibility matters. •   Monitors governance structure, policies, and processes. •   Oversees management responsibilities amongof risks associated with the Company’s Board committees.leadership structure and corporate governance matters. Health, Safety, Environmental and Technical Committee •   Oversees operational and other technical risks, reserves, environmental, health and safety compliance, as well as risks relating to public policy initiatives. •   Monitors the implementation and effectiveness of health, safety, environmental and sustainability policies, and systems. •   Oversees strategy and efforts to protect and improve the quality of the environment, including climate change and sustainability policies and programs. •   Monitors efforts to create a culture of continuous improvement related to health, safety, environmental and sustainability practices. 2024 Proxy Statement | 19   14     www.hecla-mining.com The Charters for each of these committees, can be found at https://www.hecla.com, and then selecting the tab titled “Company” and then selecting “Governance & Ethics.” Succession Planning The Compensation Committee is responsible for overseeing the Company’s succession planning process for our CEO and other key senior executives, and annually reviews the Company’s succession plans for all key senior executives with input from the CEO and Senior Vice President – Chief Administrative Officer. The criteria used when assessing the qualifications of potential CEO successors include, among others, strategic vision and leadership, operational experience, financial management, executive officer leadership development, ability to motivate employees, and an ability to develop an effective working relationship with the Board. Emergency Succession Plan   Corporate Governance 2022 Proxy Statement    15 Corporate Governance Succession Planning The Compensation Committee is responsible for overseeing the Company’s succession planning process for our CEO and other key senior executives and annually reviews the Company’s succession plans for all key senior executives with input from the CEO and Sr. Vice President – CAO. The criteria used when assessing the qualifications of potential CEO successors include, among others, strategic vision and leadership, operational experience, financial management, executive officer leadership development, ability to motivate employees, and an ability to develop an effective working relationship with the Board. Emergency Succession Plan • Our Corporate Governance Guidelines provide that in the event of the death, resignation, removal or incapacitation of the President and CEO, the ChairmanBoard Chair will act as the President and CEO until a successor is duly elected. • They also provide that in the event of the death, resignation, removal or incapacitation of our Chairman,Board Chair, the President and CEO will act as ChairmanBoard Chair until a successor is duly elected. • In the event of an unexpected executive departure, the emergency succession plan allowsprovides for a smooth transfer of responsibilities to an individual who may or may not be permanently appointed to the new role. • In the event of a senior executive’s departure, both internal and external candidates may be considered for permanent appointment to such role. Long-term Succession Plan Long-Term Succession Plan   • The long-term succession plan is intended to develop a pipeline of qualified talent for key roles. • The planning process includes a discussion of internal succession candidates, assessment of relevant skills and planning for professional development where necessary. Multiple internal succession candidates may be identified for an individual role and provided with relevant growth opportunities. The Board gains insight through direct exposure to internal succession candidates from their presentations to the Board, work with individual directors or Board committees, and participation in Board activities. • The Company’s short- and long-term business strategy will be considered when evaluating internal succession candidates and their skills. 20 | 2024 Proxy Statement Committees of the Board and Committee Assignments The Board has six standing committees: Audit; Compensation; Governance; HSET; Executive; and Non-Executive Stock Award. Information regarding these committees is provided below. Except for the Executive Committee and Non-Executive Stock Award Committee, all committees are composed entirely of independent directors. The members of each committee are identified below, along with the number of meetings held in 2023. Current Committee Members Audit Committee Primary Responsibilities    assist the Board and Committee Assignments The Board has six standing committees: Audit; Compensation; Governance and Social Responsibility; Health, Safety, Environmental and Technical; Executive; and Non-Executive Stock Award. Information regarding these committees is provided below. Except for the Executive Committee and Non-Executive Stock Award Committee, all committees are composed entirely of independent directors. The members of each committee are identified below, along with the number of meetings held in 2021.fulfilling its oversight responsibilities;   16     www.hecla-mining.com    review the integrity of our financial statements;   Corporate Governance    review the independent auditor’s qualifications and independence;     Audit Committee Meetings in 2021: 6 Primary Responsibilities •  assist the Board in fulfilling its oversight responsibilities; •  review the integrity of our financial statements; •  review the independent auditor’s qualifications and independence; •  review the performance of our internal auditor and the independent auditor; •  review our compliance with laws and regulations, including disclosure controls and procedures; •  review financial risks; •    review the performance of our internal auditor and the independent auditor;    review our compliance with laws and regulations, including disclosure controls and procedures;    review financial risks;    oversee the performance of the Company’s independent registered public accounting firm and internal audit firm; •  review the qualifications and independence of the Company’s independent registered public accounting firm; and •  oversee the effectiveness of the Company’s internal control over financial reporting. See Report of the Audit Committee on page 30 for additional information. 2021 Meeting Attendance: 100% Current Committee Members Stephen F. Ralbovsky, Chair ∎ George R. Johnson Catherine J. Boggs Alice Wong ∎ = Financial Expert All members of the Audit Committee are financially literate No members on the Audit Committee serve on the audit committee of any other public companies Committee consists of four independent directors   Compensation Committee Meetings in 2021: 5 Primary Responsibilities •  discharge the Board’s responsibilities relating to compensation of the Company’s executive officers; •  approve the design of our compensation program; •  approve compensation levels and programs for the executive officers, including the CEO; •  administer the Company’s cash-based and equity- based incentive compensation plans; and •  administer our stock-based plans. See The Compensation Committee Process and Role of Management and Human Resources Department on page 38 for more information. 2021 Meeting Attendance: 100% Current Committee Members Terry V. Rogers, Chair* Ted Crumley* Charles B. Stanley Catherine J. Boggs Committee consists of four independent directors 2022 Proxy Statement    17 Corporate Governance Governance and Social Responsibility Committee Meetings in 2021: 4 Primary Responsibilities •  periodically review our Corporate Governance Guidelines, Code of Conduct, and other corporate procedures to ensure compliance with laws and regulations; •  review any director candidates, including those nominated or recommended by shareholders; •  identify individuals qualified to become directors consistent with criteria approved by the Board; •  recommend to the Board the director nominees for the next annual meeting of shareholders, any special meeting of shareholders, or to fill any vacancy on the Board; •  review the appropriateness of the size of the Board relative to its various responsibilities; •  recommend committee assignments and committee chairpersons for the standing committees for consideration by the Board; •  recommend policies, programs, practices, metrics, performance indicators and progress concerning ESG matters to the Board; and •  recommend to the Board any action on ESG and related matters that may be required or considered advisable. See Sustainability and Corporate Governance on pages 3 and 8 for more information. 2021 Meeting Attendance: 100% Current Committee Members Catherine J. Boggs, Chair Stephen F. Ralbovsky George R. Johnson Committee consists of three independent directors Health, Safety, Environmental and Technical Committee Meetings in 2021: 4 Primary Responsibilities •  review operational and exploration performance; •  review operational, reserve, and other technical risks; •  review and monitor health, safety, and environmental policies; •  review the implementation and effectiveness of compliance systems; •  review the effectiveness of health, safety and environmental policies, systems, and monitoring processes; •  review audit results and updates from management with respect to health, safety, and environmental performance; •  review emerging health, safety and environmental trends in legislation and proposed regulations affecting the Company; •  review the technical activities of the Company; and •  make recommendations to the Board concerning the advisability of proceeding with the exploration, development, acquisition, or divestiture of mineral properties and/or operations. 2021 Meeting Attendance: 100% Current Committee Members George R. Johnson, Chair Terry V. Rogers* Charles B. Stanley Alice Wong Executive Committee Meetings in 2021: None Primary Responsibilities •  empowered with the same authority as the Board in the management of our business, except for certain matters enumerated in our Bylaws and Delaware law, that are specifically reserved to the whole Board. 2021 Meeting Attendance: N/A Current Committee Members Phillips S. Baker, Jr., Chair Ted Crumley* Terry V. Rogers* 18     www.hecla-mining.com Corporate Governance Non-Executive Stock Award Committee Meetings in 2021: None Primary Responsibilities •  empowered with the authority to make awards under the Hecla Mining Company 2010 Stock Incentive Plan to employees of the Company or any of its direct and indirect subsidiaries who are not executive officers of the Company or otherwise subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended. 2021 Meeting Attendance: N/A Current Committee Members Phillips S. Baker, Jr., Chair * As previously disclosed, Messrs. Crumley and Rogers will retire as directors effective as of the date of our Annual Meeting. Board and Committee Independence; Audit Committee Financial Expert Our Corporate Governance Guidelines provide that the Board will have a majority of directors who meet the criteria for independence as defined in the NYSE rules. Based on information solicited from each director, and upon the advice and recommendation of the Governance Committee, our Board annually determines the independence of each of our directors in connection with the nomination process. Further, in connection with the appointment of any new director to the Board during the year, our Board makes the same determination. In making its recommendation to the Board, the Governance Committee, with assistance from the Company’s Corporate Secretary, evaluates responses to a questionnaire completed by each director regarding relationships and possible conflicts of interest between such director, the Company, management, the independent registered public accounting firm and internal auditor;    review the internal audit firm. In its reviewqualifications and independence of director independence, the Governance Committee considers the commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships any director may have with the Company, management, theCompany’s independent registered public accounting firm,firm; and    oversee the internal audit firm. Our Board has affirmatively determined that all current directors (other than Mr. Baker) have no material relationship with the Company and are independent according to the NYSE listing standards. The Board also has determined that eacheffectiveness of the members of the Audit, Compensation, and Governance Committees have no material relationship with the Company and satisfies the independence criteria (including the enhanced qualifications with respect toCompany’s internal control over financial reporting. All members of the Audit Committee and Compensation Committee) set forth inare financially literate. No members on the applicable NYSE listing standards and SEC rules. In addition,Audit Committee serve on the Board has determined that Mr. Stephen F. Ralbovsky qualifies as an “Audit Committee financial expert,” as such term is defined by the rulesaudit committee of any other public companies. All members of the SEC.Audit Committee are independent. Directors are expected See Report of the Audit Committee on page 36 for additional information. Stephen F. Ralbovsky, Chair∎ Charles B. Stanley ∎ Catherine J. Boggs Alice Wong ∎  = Financial Expert Meetings in 2023 8 2023 Meeting Attendance 100% 2024 Proxy Statement | 21 Current Committee Members Compensation Committee Primary Responsibilities    discharge the Board’s responsibilities relating to immediately informcompensation of the BoardCompany’s executive officers;    approve the design of any material change in their circumstances or relationships that may impact their independence.our compensation program;    approve compensation levels and programs for the executive officers, including the CEO;    administer the Company’s cash-based and equity-based incentive compensation plans; and    administer our stock-based plans. All members of the Compensation Committee Proceduresare independent. SeeThe Compensation Committee hasProcess and the sole authorityRole of Management and Human Resources Department on page45for more information. Charles B. Stanley, Chair George R. Johnson Catherine J. Boggs Meetings in 2023 5 2023 Meeting Attendance 100% 22 | 2024 Proxy Statement Current Committee Members Governance and Social Responsibility Committee Primary Responsibilities    periodically review our Corporate Governance Guidelines, Code of Conduct, and other corporate procedures to set compensationensure compliance with laws and regulations;    review any director candidates, including those nominated or recommended by shareholders;    identify individuals qualified to become directors consistent with criteria approved by the Board;    recommend to the Board the director nominees for our executive officers, includingthe next annual compensation amountsmeeting of shareholders, any special meeting of shareholders, or to fill any vacancy on the Board;    review the appropriateness of the size of the Board relative to its various responsibilities;    recommend committee assignments and Short-term Incentive Plancommittee chairs for the standing committees for consideration by the Board;    recommend policies, programs, practices, metrics, performance indicators and Long-term Incentive Plan criteria, evaluateprogress concerning ESG matters to the performance of our executive officers,Board; and make awards to our executive officers under our stock incentive plans. The Compensation Committee also reviews, approves, and recommends    recommend to the Board any action on ESG and related matters that may be required or considered advisable. All members of the Governance and Social Responsibility Committee are independent. See Sustainability and Corporate Governance on pages5and10for more information. Alice Wong, Chair Stephen F. Ralbovsky Catherine J. Boggs Meetings in 2023 3 2023 Meeting Attendance 100% 2024 Proxy Statement | 23 Current Committee Members Health, Safety, Environmental and Technical Committee Primary Responsibilities    review operational and exploration performance;    review operational, reserve, and other technical risks;    review and monitor health, safety, and environmental policies;    review the implementation and effectiveness of compliance systems;    review the effectiveness of health, safety and environmental policies, systems, and monitoring processes;    review audit results and updates from management with respect to health, safety, and environmental performance;    review emerging health, safety and environmental trends in legislation and proposed plan or arrangement providing for incentive, retirement or other compensation to our executive officersregulations affecting the Company;    review the technical activities of the Company; and oversees our assessment of whether our compensation practices are likely to expose the Company to material risks. In addition, the Compensation Committee annually recommends to the Board the slate of officers for the Company, periodically reviews the functions of our officers, and makes    make recommendations to the Board concerning those functions.the advisability of proceeding with the exploration, development, acquisition, or divestiture of mineral properties and/or operations. 2021 George R. Johnson, Chair Stephen F. Ralbovsky Charles B. Stanley Alice Wong Mark P. Board Meetings in 2023 5 2023 Meeting Attendance 100% Current Committee Members Executive Committee Primary Responsibilities    empowered with the same authority as the Board in the management of our business, except for certain matters enumerated in our Bylaws and AttendanceDelaware law, which are specifically reserved to the whole Board. During 2021, there were four meetings Phillips S. Baker, Jr., Chair Catherine J. Boggs Meetings in 2023 None 2023 Meeting Attendance N/A 24 | 2024 Proxy Statement Current Committee Members Non-Executive Stock Award Committee Primary Responsibilities    empowered with the authority to make awards under the Hecla Mining Company 2010 Stock Incentive Plan to employees of the Board. DirectorsCompany or any of its direct and indirect subsidiaries who are expected to make every effort to attend the Annual Meeting, all Board meetings, and the meetingsnot executive officers of the committees on which they serve. All membersCompany or otherwise subject to the requirements of Section 16 of the Board attended last year’s Annual MeetingSecurities Exchange Act of Shareholders, which was held in May 2021. In 2021, each director attended 100% of the Board meetings and the committee meetings in which they are a member.1934, as amended.   2022 Proxy Statement    19 Phillips S. Baker, Jr., Chair Meetings in 2023 Corporate GovernanceNone   Director Orientation and Continuing Education2023 Meeting Attendance New directors undergo a comprehensive orientation program that introduces them to the Company, including our business operations, strategy, financial position, key members of management and governance structure. Directors also are encouraged to enroll in director education programs. Directors have contact with leaders throughout the organization and visit our mine sites, where they tour the facilities and interact directly with the personnel responsible for our day-to-day operations. These activities collectively help to ensure that new directors become, and existing directors remain, knowledgeable about the most important issues affecting our Company and our business.N/A 2024 Proxy Statement | 25 Board and Committee Self-Evaluation Process Board and Committee Independence; Audit Committee Financial Expert Our Corporate Governance Guidelines provide that the Board will have a majority of directors who meet the criteria for independence as defined in the NYSE rules. Based on information solicited from each director, and upon the advice and recommendation of the Governance Committee, our Board annually determines the independence of each of our directors in connection with the nomination process. Further, in connection with the appointment of any new director to the Board during the year, our Board makes the same determination. In making its recommendation to the Board, the Governance Committee, with assistance from the Company’s Corporate Secretary, evaluates responses to a questionnaire completed by each director regarding relationships and possible conflicts of interest between such director, the Company, management, the independent registered public accounting firm, and the internal audit firm. In its review of director independence, the Governance Committee considers the commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships any director may have with the Company, management, the independent registered public accounting firm, and the internal auditor. Our Board has affirmatively determined that all current directors (other than Mr. Baker) have no material relationship with the Company and are independent according to the NYSE listing standards. The Board has determined that each member of the Audit, Compensation, and Governance Committees has no material relationship with the Company and they each satisfy the independence criteria (including the enhanced qualifications with respect to members of the Audit Committee and Compensation Committee) set forth in the applicable NYSE listing standards and SEC rules. In addition, the Board has determined that Messrs. Stephen F. Ralbovsky and Charles B. Stanley qualify as “Audit Committee Financial Experts,” as such term is defined by the rules of the SEC. Directors are expected to immediately inform the Board of any material change in their circumstances or relationships that may impact their independence. Compensation Committee Procedures The Compensation Committee has the sole authority to set compensation for our executive officers, including annual compensation amounts and Short-term Incentive Plan and Long-term Incentive Plan criteria, evaluate the performance of our executive officers, and make awards to our executive officers under our stock incentive plans. The Compensation Committee also reviews and approves any proposed plan or arrangement providing for incentive, retirement or other compensation to our executive officers and oversees our assessment of whether our compensation practices are likely to expose the Company to material risks. In addition, the Compensation Committee annually recommends to the Board the slate of officers for the Company, periodically reviews the functions of our officers, and makes recommendations to the Board concerning those functions. 2023 Board Meetings and Attendance Directors are expected to make every effort to attend the Annual Meeting, all Board meetings, and the meetings of the committees on which they serve. During 2023, there were six meetings of the Board. In 2023, each director attended 100% of the Board meetings and the committee meetings in which they are a member. All members of the Board attended last year’s Annual Meeting of Shareholders, which was held in May 2023. Director Orientation and Continuing Education New directors typically undergo a comprehensive orientation program that introduces them to the Company, including our business operations, strategy, financial position, key members of management and governance structure. Directors also are encouraged to enroll in director education programs. Directors have contact with leaders throughout the organization and visit our mine sites, where they tour the facilities and interact directly with the personnel responsible for our day-to-day operations. These activities collectively help to ensure that new directors become, and existing directors remain, knowledgeable about the most important issues affecting our Company and our business. 26 | 2024 Proxy Statement Our Board recognizes that a thorough, constructive evaluation process enhances our Board and Committee Self-Evaluation Process Our Board recognizes that a thorough, constructive evaluation process enhances the Board’s effectiveness and is an essential element of good corporate governance. Accordingly, every year, our Board and each committee of the Board conducts a self-evaluation of its performance and effectiveness. The Governance Committee oversees the annual self-evaluation process on behalf of the Board. The Governance Committee oversees the annual self-evaluation process on behalf of the Board. Our Board and committee evaluations cover the following topics:   • Board and committee composition, including skills, background, and experience; Review • review of key areas of focus for the Board and committees, and effectiveness in overseeing those responsibilities; Satisfaction • satisfaction of director performance, including that of the Board chair;Chair; • Board and committee information needs, and quality of materials presented; Areas • areas where the Board should increase its focus; Satisfaction • satisfaction with the Board and committee schedules, agendas, time allocated for topics and encouragement of open communication and discussion; Access • access to management, experts, and internal and external resources; Oversight • oversight of financial reporting process and internal control procedures; Ethics • ethics and compliance; • Company’s strategic direction and annual operating plan; Succession • succession planning; Selection • selection and evaluation process of Board candidates; and Understanding • understanding risks. Evaluation Process Evaluation Process         1   Corporate Governance Review     2   Annual Board and Committee Evaluations         3   Summary of Evaluations         4   Board and Committee Review   Our self-evaluation process is conducted on an anonymous basis, using our board portal. We have found by using an anonymous evaluation process, the Board and committee members have a level of comfort in being able to critique the Board and/or the committees.   The Board and each committee conduct annual self-evaluations through the use of electronic questionnaires that cover the topics discussed above.   Hecla’s Corporate Secretary uses our board portal to generate a summarized report of our directors’ anonymous responses to the electronic questionnaires and submits the report to the appropriate chair of each committee of the Board for review before the next quarterly Board and/or committee meeting.   Using the summaries of the self-evaluations as guides, our chair of the Governance Committee reviews the results of the Board evaluation, and each committee chair reviews the results of each committee evaluation. The self-evaluations and summaries are shared and discussed with the full Board and each committee. The objective is to allow the Board and each committee to share their perspectives and consider any necessary adjustments in response to the collective feedback from the self-evaluations.   20     www.hecla-mining.com Corporate GovernanceINFORMATION GATHERING   Director Candidates SubmittedOur self-evaluation process is conducted on an anonymous basis, using our board portal. We have found by Shareholders Our Bylaws establish procedures governingusing an anonymous evaluation process, the eligibility of nominees for election to our Board and committee members have a level of comfort in being able to critique the proposalBoard and/or the committees. ANNUAL BOARD AND COMMITTEE EVALUATIONS The Board and each committee conduct annual self-evaluations through the use of business to be considered by our shareholders at an annual meeting of shareholders. For nominations or other business to be properly brought before an annual meeting of shareholders by a shareholder,electronic questionnaires in the shareholder must have given timely notice thereof in writing to our Corporate Secretary. To be timely, a shareholder’s notice must be delivered to ourboard portal that cover the topics discussed above. SUMMARY OF EVALUATIONS Hecla’s Corporate Secretary atuses our principal executive offices located at 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408, board portal to generate a summarized report of our directors’ anonymous responses to the electronic questionnaires and submits the report to the appropriate chair of each committee of the Board for review before the next quarterly Board and/or committee meeting. BOARD AND COMMITTEE REVIEW Using the summaries of the self-evaluations as guides, our chair of the Governance Committee reviews the results of the Board evaluation, and each committee chair reviews the results of each committee evaluation. The self-evaluations and summaries are shared and discussed with the full Board and each committee. The objective is to allow the Board and each committee to share their perspectives and consider any necessary adjustments in response to the collective feedback from the self-evaluations. 2024 Proxy Statement | 27 Shareholder Proposals for the 2025 Annual Shareholders’ Meeting Our Bylaws establish procedures governing the nomination and eligibility of nominees for election to our Board, and the proposal of business to be considered by our shareholders at an annual meeting of shareholders. For nominations or other business to be properly brought before an annual meeting of shareholders by a shareholder, the shareholder must have given timely notice thereof in writing to our Corporate Secretary. To be timely, a shareholder’s notice must be delivered to our: Corporate Secretary 6500 N. Mineral Drive, Suite 200 Coeur d’Alene, Idaho 83815-9408 • not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of shareholders; provided, however, that in the event the date of the annual meeting of shareholders is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the shareholder to be timely must be delivered not earlier than the 120th day prior to such annual meeting of shareholders and not later than the close of business on the later of the 90th day prior to such annual meeting of shareholders or the 10th day following the day on which public announcement of the date of such meeting is first made. Adjournment of a meeting shall not commence a new time period for giving shareholder’s notice as described above. Such shareholder’s notice must set forth: (a) As to each person whom the shareholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act and Rule 14a-11 thereunder, including such person’s written consent to being named in our Proxy Statement as a nominee and to serve as a director if elected; (b) As to any other business that the shareholder proposes to bring before the meeting, if the shareholder has not otherwise complied with the rules and regulations under the Exchange Act for the inclusion of a shareholder proposal in our Proxy Statement, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) As to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:include the information specified in our Bylaws.   • the deadline for providing notice to the Company under Rule 14a-19, the SEC’s universal proxy rule, of a shareholder’s intent to solicit proxies in support of nominees submitted under the Company’s advance notice Bylaws is March 18, 2025. •   (i) the name and address of such shareholder, as they appear on the Company’s books, and of such beneficial owner; and (ii) the class and number of Company shares which are owned beneficially and of record by such shareholder or beneficial owner. The applicable time period for timely shareholder submissions pursuant to the above provisions for the 20232025 Annual Meeting of Shareholders is January 26, 202317, 2025 (the 120th day preceding the anniversary of the 20222024 Annual Meeting) to February 25, 202316, 2025 (the 90th day preceding such anniversary). In addition to satisfying the foregoing requirements under our Bylaws, to comply with the SEC’s new universal proxy rule (once effective), any shareholder who intends to solicit proxies in support of director nominees other than the Company’s nominees, must provide notice that sets forth the information required by Rules 14a-19 under the Exchange Act no later than March 28, 2023. The chairman of the meeting The Board Chair shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in the Bylaws and, if any proposed nomination or business is not in compliance with the Bylaws, to declare that such defective proposal shall be disregarded. The foregoing time limits also apply in determining whether notice is timely for purposes of rules adopted by the SEC relating to the exercise of discretionary voting authority. PROPOSAL 1 Election Of Class II Directors In accordance with our Restated Certificate of Incorporation, the Board is divided into three classes. The terms of office of the directors in each class expire at separate times. There are three Class II directors whose terms will expire at the Annual Meeting: Stephen F. Ralbovsky, Catherine J. Boggs, and Mark P. Board. At a meeting held by the Governance Committee in February 2024, the committee determined the directors whose terms are expiring – Mr. Ralbovsky, Ms. Boggs, and Mr. Board – were qualified candidates to stand for re-election at the Annual Meeting, and the Board designated each as nominees for re-election as directors of the Company, each for a three-year term expiring in 2027. At the same February 2024 meeting, the size of the Board was increased from six persons to seven persons, and upon the recommendation of the Governance Committee, the Board appointed Mark P. Board as a Class II director (standing for election in 2024). Mr. Board is a mining and geotechnical engineer with over 45 years of mining experience. He is currently President of M Board Mining Consulting, LLC and provides engineering consulting services to the international mining industry. Until retirement in 2020, he was Vice President – Technical Services for Hecla Limited, a subsidiary of the Company. Prior to that, he acted as a consulting engineer for Itasca Consulting Group where he provided mine evaluation, mine design and stability assessments for underground and open pit mines worldwide. The Governance Committee and Board determined that Mr. Board was independent under the NYSE listing standards. The Board appointed Mr. Board to serve on the HSET Committee. It is intended that the proxies solicited hereby from our shareholders that do not provide voting instructions will be voted FOR the election of Stephen F. Ralbovsky, Catherine J. Boggs, and Mark P. Board. If Mr. Ralbovsky, Ms. Boggs, or Mr. Board becomes unable or is unwilling to accept election, the Board will either reduce the number of directors to be elected or select substitute nominees submitted by the Governance Committee. If substitute nominees are selected, proxies that do not provide voting instructions will be voted in favor of such nominees. Biographical Information Set forth below is biographical information for the director nominees, including the key qualifications, experience, attributes, and skills that led our Board to the conclusion that such nominees should serve as a director. There are no family relationships among any of our directors or executive officers. Our Board includes individuals with strong backgrounds in senior leadership and management, legal, geology, accounting, finance, and company and industry knowledge, and we believe that, as a group, they work effectively together in overseeing our business. 2024 Proxy Statement | 29 Current Class II Nominees for Election to the Board – Terms Ending at the 2024 Annual Meeting If elected, the nominees will serve for a three-year term ending in 2027. The nominees are as follows: Stephen F. Ralbovsky Founder and Principal of Wolf Sky Consulting LLC Mr. Ralbovsky has been the Founder and Principal of Wolf Sky Consulting LLC since June 2014. Prior to that, he was a partner with PricewaterhouseCoopers LLP from February 1987 until his retirement in June 2014, where he concentrated his practice on public companies operating in the Bylawsmining industry. He is a part-time Professor of Practice at the University of Arizona’s James E. Rogers College of Law. Mr. Ralbovsky is also a member of several organizations, including the Association of International Certified Professional Accountants, Arizona Society of CPAs, National Mining Association, and if any proposed nomination or business is not in compliance with the Bylaws, to declare that such defective proposal shall be disregarded. The foregoing time limits also apply in determining whether notice is timelySociety for purposes of rules adopted by the SEC relating to the exercise of discretionary voting authority.Mining, Metallurgy and Exploration.   2022 Proxy Statement    21Board Qualification and Skills PROPOSAL 1Mr. Ralbovsky is a CPA and has over 40 years’ experience in taxation, auditing, and accounting, where he was specifically heavily involved in the mining industry with an emphasis in global mining tax and royalty policy. He has held leadership positions, including U.S. Mining Leader, U.S. Mining Tax Leader, Global Mining Tax Leader, and Tax Partner while employed with PricewaterhouseCoopers LLP.   ELECTION OF CLASS III DIRECTORSHecla Committees    Audit (Chair)    Governance and Social Responsibility    Health, Safety, Environmental and Technical Age 70 Director since 2016 Other Directorships: None     In accordance Catherine “Cassie” J. Boggs Former General Counsel at Resource Capital Funds Ms. Boggs served as the General Counsel at Resource Capital Funds from January 2011 until her retirement in February 2019. Since 2019, she has been serving as an Intermittent Expert in mining with our Restated Certificatethe US Department of Incorporation,Commerce’s Commercial Law Development Program. She was a board member of Funzeleo from January 2016 to September 2021, as well as briefly serving on the board of U.S. Energy Corp. from June 2019 to December 2019. She has served as a board member of Capital Limited since September 2021, and is an Adjunct Professor at the University of Denver, Sturm College of Law. Board is divided into three classes. The termsQualification and Skills Ms. Boggs has over 40+ years’ experience as an attorney in the mining and natural resources sectors, in both domestic and international mining. She has extensive experience in leadership in the mining industry, having worked for Barrick Gold Company, serving in a variety of officeleadership roles, including serving as the Chief Executive Officer of Tethyan Copper Company, interim President of the directorsAfrican Business Unit, and as interim General Counsel of African Barrick Gold. She also has experience in each class expire at different times. There are three Class III directors whose terms will expire at the Annual Meeting: Ted Crumley, Terry V. Rogers,due diligence, country and Charles B. Stanley. Messrs. Crumley and Rogers have reached the mandatory retirement age and will not stand for re-election. The respective retirements of Messrs. Crumley and Rogers otherwise would cause an imbalance in the number of directors in the Board’s three classes of directors. The Company’s Bylaws and Restated Certificate of Incorporation provide that the number of directors in each class of directors shall be as nearly equal in number as possible. In order to maintain balance among the classes, Alice Wong also will stand for election at the Annual Meeting as a Class III director, together with Mr. Stanley, each with a term to expire at the 2025 annual meeting of shareholders. The Governance Committee determined that each of Ms. Wong and Mr. Stanley are qualified candidates to stand for election at the Annual Meeting,political risk assessments, and the structuring and implementation of risk mitigation strategies. Hecla Committees    Governance and Social Responsibility    Audit    Compensation    Executive Age 69 Director since 2017 Other Directorships: Capital Limited 30 | 2024 Proxy Statement Proposal 1 — Election of Class II Directors Mark P. Board President of M Board designated themMining Consulting, LLC Mr. Board has been President of M Board Mining Consulting, LLC since 2020, where he provides engineering consulting services to the international mining industry. He served as Vice President – Innovation and Technical Services for election as directorsHecla Limited, a subsidiary of the Company, from June 2014 until his retirement in June 2020. Prior to that, he acted as a consulting engineer for three-year terms expiringItasca Consulting Group where he provided mine evaluation, mine design and stability assessments for underground and open pit mines worldwide. Board Qualification and Skills Mr. Board has over 45 years of experience as a mining and geotechnical engineer. His particular specialty is design of deep underground mines and caving operations. He holds a PhD in 2025.Geological Engineering from the University of Minnesota and is an elected Member of the US National Academy of Engineering. It is intended Hecla Committees    Health, Safety, Environmental and Technical Age 71 Director since 2024 Other Directorships: None Required Vote Pursuant to our Bylaws, each director will be elected by the affirmative vote of a majority of votes cast at the Annual Meeting, whether in person or by proxy. See What Votes are Required for the Proposals on page 95. You may vote “FOR,” “AGAINST,” OR “ABSTAIN” on the nominees for election as directors. The Board recommends that the proxies solicited hereby from our shareholders that do not provide voting instructions will be voted FORvote “FOR” the election of Stephen F. Ralbovsky, Catherine J. Boggs, and Mark P. Board. Our directors whose terms are not expiring this year follow. They will continue to serve as directors for the remainder of their terms or until their respective successors are appointed or elected. 2024 Proxy Statement | 31 Continuing Class III Members of the Board – Term Ending at the 2025 Annual Meeting Charles B. Stanley and Alice Wong. If Mr. Stanley or Ms. Wong becomes unable or is unwilling to accept election, the Board will either reduce the number of directors to be elected or select substitute nominees submitted by the Governance Committee. If substitute nominees are selected, proxies that do not provide voting instructions will be voted in favor of such nominees. Biographical Information Set forth below is biographical information for the director nominees, including the key qualifications, experience, attributes, and skills that led our Board to the conclusion that such director nominees should serve as a director. There are no family relationships among any of our directors or executive officers. Our Board includes individuals with strong backgrounds in executive leadership and management, legal, accounting, finance, and company and industry knowledge, and we believe that, as a group, they work effectively together in overseeing our business.   22     www.hecla-mining.com Proposal 1 — ElectionManaging Member of Class III DirectorsCutthroat Energy, LLC   Current Class III Nominees for ElectionMr. Stanley has been the Managing Member of Cutthroat Energy, LLC since May 2019. Prior to that, Mr. Stanley served as Chief Executive Officer and President of QEP Resources, Inc. from May 2010 until his retirement in January 2019. He was also Chair of the Board – Terms Ending at the 2022 Annual Meeting If elected, the nominees will serve for a three-year term endingof QEP Resources, Inc. from May 2012 until his retirement in 2025. The nominees are as follows:January 2019.   Charles B. Stanley Managing Member of Cutthroat Energy, LLC Age: 63 Director since: 2007 Other Directorships: None Hecla Committees: •  Health, Safety, Environmental and Technical •  Compensation Mr. Stanley has been the Managing Member of Cutthroat Energy, LLC since 2019. Prior to that, Mr. Stanley was Chief Executive Officer and President of QEP Resources, Inc. from 2010 until his retirement in 2019. He was also Chairman of QEP’s Board of Directors from 2012 until his retirement in 2019. Board Qualification and Skills: Mr. Stanley has over 35 years’ experience in the international and domestic upstream and midstream oil and gas industry. He is a geologist with an extensive background in natural resources. He gained his extensive financial experience from a long Board Qualification and Skills Mr. Stanley has over 41 years’ experience in the international and domestic upstream and midstream oil and gas industry. He is a geologist with an extensive background in natural resources. He gained his extensive financial experience from a lengthy career with QEP Resources, Inc., and prior companies. In addition to his former position at QEP Resources, Inc., Mr. Stanley served in numerous other senior leadership positions, including Chief Executive Officer and President of QEP Midstream Partners, LP, and Chief Operating Officer of Questar Corporation. He served on the board of QEP Resources, Inc. for 8 years and as Chairman of the Board from 2012 until his retirement in 2019. Prior to serving on QEP’s board, Mr. Stanley served on the board of Questar Corporation for 8 years and has served on the boards of various oil and gas industry trade organizations. Alice Wong, ICD.D Senior Vice President and Chief Corporate Officer Cameco Corporation Age: 62 Director since: 2021 Other Directorships: SaskEnergy Incorporated Hecla Committees: •  Audit •  Health, Safety, Environmental and Technical Ms. Wong has served as Senior Vice President and Chief Corporate Officer of Cameco Corporation since 2011. She was Cameco’s Vice President of Safety, Health, Environment, Quality and Regulatory Relations from 2008 to 2011, and Vice President of Investor, Corporate and Government Relations from 2005 to 2008. She has been a Board member of SaskEnergy Incorporated since December 2016, as well as a member of the Mining Association of Canada since June 2016, Canadian Nuclear Association since January 2013, and Saskatchewan Mining Association since January 2013. In 2021, Ms. Wong was named a Catalyst Honours Champion in recognition of her significant contributions to advancing women and championing inclusion in the workplace and being a role model for inclusive leadership in corporate Canada. Board Qualification and Skills: Ms. Wong has been with Cameco for more than 30 years in increasingly senior leadership roles and has gained a wealth of experience from her diverse responsibilities. In her current role as Senior Vice President and Chief Corporate Officer, she provides executive oversight for human resources, safety, health, environment, quality, regulatory relations, business technology services, supply chain management, internal audit, and corporate ethics. She obtained her Corporate Directors Designation (ICD.D) from the ICD Rotman Director’s Education Program. Required Vote Pursuant to our Bylaws, each director will be elected by the affirmative vote of a majority of votes cast at the Annual Meeting, whether in person or by proxy. See What Votes are Required for the Proposals on page 81. You may vote “FOR,” “AGAINST,” OR “ABSTAIN” on the nomineesboard of QEP Resources, Inc. for election8 years and as directors.Chair of the Board from 2012 until his retirement in 2019. Prior to serving on QEP’s board, Mr. Stanley served on the board of Questar Corporation for 8 years and has served on the boards of various oil and gas industry trade organizations.         Hecla Committees    Compensation (Chair)    Audit    Health, Safety, Environmental and Technical Age 65 Director since 2007 Other Directorships: None     The Board recommends that shareholders vote “FOR” the election of Charles B. Stanley and Alice Wong.   2022 Proxy Statement    23 Proposal 1 — Election of Class III DirectorsAlice Wong, ICD.D   Our directors whose terms are not expiring this year follow. They will continueSenior Vice President and Chief Corporate Officer Cameco Corporation Ms. Wong has served as Senior Vice President and Chief Corporate Officer of Cameco Corporation since 2011. She was Cameco’s Vice President of Safety, Health, Environment, Quality and Regulatory Relations from 2008 to serve2011, and Vice President of Investor, Corporate and Government Relations from 2005 to 2008. She has been a board member of the following organizations: Mining Association of Canada since 2016, Canadian Nuclear Association since 2013, and Saskatchewan Mining Association since 2013. She served on the Board of Sask Energy Corporation from 2016 to 2023. In 2021, Ms. Wong was named a Catalyst Honours Champion in recognition of her significant contributions to advancing women and championing inclusion in the workplace and being a role model for inclusive leadership in corporate Canada. Board Qualification and Skills Ms. Wong has been with Cameco for more than 31 years in increasingly senior leadership roles and has gained a wealth of experience from her diverse responsibilities. In her current role as directorsSenior Vice President and Chief Corporate Officer, she provides executive oversight for human resources, safety, health, environment, quality, regulatory relations, business technology services, supply chain management, internal audit, and corporate ethics. She also has experience in digital transformation as well as oversight of IT and cyber risk management. She obtained her Corporate Directors Designation (ICD.D) from the remainder of their terms or until their respective successors are appointed or elected.ICD Rotman Director’s Education Program. Hecla Committees    Governance and Social Responsibility (Chair)    Audit    Health, Safety, Environmental and Technical Age 64 Director since 2021 Other Directorships: None 32 | 2024 Proxy Statement Continuing Class I Members of the Board – Term Ending at the 2026 Annual Meeting Phillips S. Baker, Jr. President and CEO Mr. Baker has been our CEO since May 2003 and has served as our President and as a member of the Board – Term Ending atof Directors since November 2001. He was elected the 2023 Annual MeetingChair of The Silver Institute in August 2023. Mr. Baker served as Chair of the Board for the National Mining Association from 2017 to 2020 and has been a Board member since September 2010. He served as a Director of QEP Resources, Inc. from May 2010 to March 2021.   Board Qualification and Skills Mr. Baker began his career in the mining industry in 1986 and has been an officer or director of many public companies since 1990. He has substantial financial experience gained in his roles of President, CEO, and previously as Chief Financial Officer of the Company. He has served as Hecla’s President for 22 years and as CEO for 21 years and has 27 years of executive and management experience in the mining industry. In addition to serving on the Board of Hecla, he served on the Board of QEP Resources, Inc. for 10 years, as well as serving as the chair of the audit committee and as a member of the governance committee. Hecla Committees    Executive (Chair)    Non-Executive Stock Award Committee Age 64 Director since 2001 Other Directorships: None   Phillips S. Baker, Jr. President and Chief Executive Officer Age: 62 Director since: 2001 Other Directorships: None Hecla Committees: •  Executive (Chair) •  Non-Executive Stock Award Committee Mr. Baker has been our Chief Executive Officer since May 2003 and has served as our President since November 2001. Mr. Baker served as Chairman of the Board for the National Mining Association from October 2017 to October 2020, and has been a Board member since September 2010. He served as a Director of QEP Resources, Inc. from May 2010 to March 2021. Board Qualification and Skills: Mr. Baker has substantial financial experience gained in his roles of President, Chief Executive Officer, and previously as Chief Financial Officer of the Company. He has served as Hecla’s President for 19 years and as Chief Executive Officer for 17 years and has 25 years of executive and management experience in the mining industry. In addition to serving on the Board of Hecla, he served on the Board of QEP Resources, Inc. for 10 years, as well as serving as the chair of the audit committee and as a member of the governance committee for QEP. George R. Johnson Former Senior Vice President of Operations with B2Gold Corporation Age: 73 Director since: 2016 Other Directorships: B2Gold Corporation Hecla Committees: •  Health, Safety, Environmental and Technical (Chair) •  Audit •  Governance and Social Responsibility Mr. Johnson served as Senior Vice President of Operations of B2Gold Corporation from August 2009 until his retirement in April 2015. He has served on the Board of Directors of B2Gold Corporation since March 2016. Board Qualification and Skills: Mr. Johnson has over 45 years of foreign and domestic experience in underground and open pit mine construction and operations management as a mining engineer.   24     www.hecla-mining.com Proposal 1 — Election of Class III DirectorsGeorge R. Johnson   Continuing Class II MembersFormer Senior Vice President of Operations with B2Gold Corporation Mr. Johnson served as Senior Vice President of Operations of B2Gold Corporation from August 2009 until his retirement in April 2015. He has served on the Board – Term Ending at the 2024 Annual Meetingof Directors of B2Gold Corporation since March 2016.   Board Qualification and Skills Mr. Johnson has over 45 years of foreign and domestic experience in underground and open pit mine construction and operations management as a mining engineer. Hecla Committees    Health, Safety, Environmental and Technical (Chair)    Compensation Age 75 Director since 2016 Other Directorships: B2Gold Corporation     Stephen F. Ralbovsky Founder and Principal of Wolf Sky Consulting LLC Age: 68 Director since: 2016 Other Directorships: None Hecla Committees: •  Audit (Chair) •  Governance and Social Responsibility Mr. Ralbovsky has been the Founder and Principal of Wolf Sky Consulting LLC since June 2014. Prior to that, he was a partner with PricewaterhouseCoopers LLP from February 1987 until his retirement in June 2014, where he concentrated his practice on public companies operating in the mining industry. He is a part-time Professor of Practice at the University of Arizona’s James E. Rogers College of Law. Mr. Ralbovsky is also a member of several organizations, including the Association of International Certified Professional Accountants, Arizona Society of CPAs, National Mining Association, and Society for Mining, Metallurgy and Exploration. Board Qualification and Skills: Mr. Ralbovsky is a CPA and has over 40 years’ experience in taxation, auditing, and accounting, where he was specifically heavily involved in the mining industry with an emphasis in global mining tax and royalty policy. He has held leadership positions, including U.S. Mining Leader, U.S. Mining Tax Leader, Global Mining Tax Leader, and Tax Partner while employed with PricewaterhouseCoopers LLP.   Compensation of Non-Management Directors   Catherine “Cassie” J. Boggs Former General Counsel at Resource Capital Funds Age: 67 Director since: 2017 Other Directorships: Capital Limited Hecla Committees: •  Governance and Social Responsibility (Chair) •  Audit •  Compensation Ms. Boggs served as the General Counsel at Resource Capital Funds from January 2011 until her retirement in February 2019. She has served as a board member of Capital Limited since September 2021, as well as serving as an Intermittent Expert in mining with the US Department of Commerce’s Commercial Law Development Program since November 2019. She was a board member of Funzeleo from January 2016 to September 2021. She served as President of the Rocky Mountain Mineral Law Foundation from July 2012 to July 2013, and a board member of the Rocky Mountain Mineral Law Foundation from July 2011 to July 2015. She is an Adjunct Professor at the University of Denver, Sturm College of Law. Board Qualification and Skills: Ms. Boggs has over 39 years’ experience as an attorney in the mining and natural resources sectors, in both domestic and international mining. She has extensive experience in leadership in the mining industry, having worked for Barrick Gold Company, serving in a variety of leadership roles, including serving as the CEO of Tethyan Copper Company, interim President of the African Business Unit, and as interim General Counsel of African Barrick Gold. She also has experience in due diligence, country and political risk assessments, and the structuring and implementation of risk mitigation strategies. 2022 Proxy Statement    25 COMPENSATION OF NON-MANAGEMENT DIRECTORS The Compensation Committee of the Board is responsible for recommending to the independent members of the Board the form and amount of compensation for our non-management directors. The independent members of the Board consider the committee’s recommendation and make the final determination of non-management director compensation. Compensation for non-management directors is designed to reflect current market trends and developments with respect to compensation of Board members. It consists of a combination of cash retainers and an equity award. Compensation Consultant and Peer Group Benchmarking The Compensation Committee periodically engages an independent compensation consultant to benchmark director compensation against a peer group, which is the same group of companies the committee uses to benchmark executive compensation (see page 37 for a list of these companies). In 2021, the committee did not retain an independent compensation consultant to review director compensation. The committee reviewed our non-management director compensation, but no changes were made in 2021. Components of Non-Management Director Compensation Compensation Element    Current Value   Annual Board Retainer    $ 98,000   Annual Board Chair Retainer    $ 120,000   Annual Committee Chair Retainer for:          •  Health, Safety, Environmental & Technical Committee    $ 12,000   •  Audit Committee    $ 12,000   •  Compensation Committee    $ 12,000   •  Governance Committee    $ 8,000   •  Executive Committee    $ --   •  Non-Executive Stock Award Committee    $ --   Annual Equity    $ 120,000   Annual cash retainers are paid in quarterly installments. Other than annual cash retainers and equity, no other attendance fees are paid to the non-management directors. Equity Compensation We maintain the Hecla Mining Company Stock Plan for Nonemployee Directors (“Director Stock Plan” or “plan”). The plan is currently scheduled to terminate on May 15, 2027 and is subject to termination by the Board at any time. Pursuant to the plan, before September 30 of each year, each non-management director is credited with a number of shares determined by dividing the annual equity retainer payable to each non-management The Compensation Committee (committee) of the Board is responsible for recommending to the independent members of the Board the form and amount of compensation for our non-management directors. The independent members of the Board consider the committee’s recommendation and make the final determination of non-management director compensation. Compensation for non-management directors is designed to reflect current market trends and developments with respect to compensation of Board members. It consists of a combination of cash retainers and an equity award. Compensation Consultant and Peer Group Benchmarking In 2023, the committee did not retain an independent compensation consultant to review director compensation. In 2023, the Company’s human resources department analyzed our non-management director compensation against our peer group. The human resources department recommended no changes to the non-management director compensation. Components of Non-Management Director Compensation Compensation Element     Current Value  Annual Board Retainer      $ 105,000 Annual Board Chair Retainer      $ 180,000 Annual Committee Chair Retainer for:            •  Health, Safety, Environmental & Technical Committee      $ 15,000 •  Audit Committee      $ 15,000 •  Compensation Committee      $ 15,000 •  Governance Committee      $ 15,000 •  Executive Committee      $ — •  Non-Executive Stock Award Committee      $ — Annual Equity Grant (dollar equivalent)      $ 125,000 Annual cash retainers are paid in quarterly installments. Other than annual cash retainers and equity, no other attendance fees are paid to the non-management directors. Equity Compensation We maintain the Hecla Mining Company Stock Plan for Nonemployee Directors (Director Stock Plan or plan). The plan is currently scheduled to terminate on May 15, 2027 and is subject to termination by the Board at any time. Pursuant to the plan, before September 30 of each year, each non-management director is credited with a number of shares determined by dividing the annual equity retainer payable to each non-management director for service on the Board for the following year by the average closing price for Hecla’s common stock on the NYSE for the prior calendar year (the Stock Retainer). A minimum of 25% of the annual Stock Retainer under the Director Stock Plan is contributed to a grantor trust established by the Company. Each director may elect, prior to the first day of the applicable year, to have a greater percentage contributed to the grantor trust for that year. The remaining portion of the Stock Retainer will be transferred to the non-management director as soon as practicable. Non-management directors joining the Board after September 30 of any year will be credited with a pro rata grant of shares when they join the Board. The shares held in the grantor trust are subject to the claims of our creditors until delivered under the terms of the Director Stock Plan. Delivery of the shares from the trust occurs upon the earliest of: (i) death or disability; (ii) retirement from the Board; (iii) a cessation of the director’s service for any other reason; (iv) a change in control of the Company (as defined in the Director Stock Plan); or (v) a time 34 | 2024 Proxy Statement elected by the director, except shares must be held in the trust for at least two years prior to delivery. As of December 31, 2023, there were 2,165,894 shares remaining available for issuance under the Director Stock Plan. The following chart summarizes the annual cash and equity compensation for our non-management directors during 2023. Non-Management Director Compensation for 2023 Director    Fees Earned or Paid in Cash ($)    Stock Awards(1) ($)    All Other Compensation ($)     Total  ($) Catherine J. Boggs, Board Chair        180,000        148,577        —        328,577  George R. Johnson        120,000        148,577        5,000 (2)         273,577  Stephen F. Ralbovsky        120,000        148,577        —        268,577  Charles B. Stanley        120,000        148,577        —        268,577  Alice Wong        120,000        148,577        —        268,577  (1) The amounts shown in this column represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board ASC Topic 718. For a description of the assumptions used in valuing the awards please see Note 12 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The stock awards column represents the aggregate grant date fair value of the stock granted to each non-management director under the Director Stock Plan in 2023 as computed in accordance with ASC Topic 718. For each director, the number of common shares granted was determined by dividing $125,000 by the average closing price for Hecla’s common stock on the NYSE for the prior calendar year (the “Stock Retainer”)($4.9975) ($125,000 ÷ $4.9975 = 25,013). A minimum of 25% of the annual Stock Retainer under the Director Stock Plan is contributed to a grantor trust established by the Company. EachOn July 13, 2023, each non-management director may elect, prior to the first day of the applicable year, to have a greater percentage contributed to the grantor trust for that year. The remaining portion of the Stock Retainer will be transferred to the non-management director as soon as practicable. Non-management directors joining the Board after September 30 of any year will be credited with a pro rata grant ofreceived 25,013 shares when they join the Board. A minimum of 25% of their Stock Retainer for that year will be contributed to the trust. Each director may elect, within 30 days after becoming a participant in the Director Stock Plan, to have a greater percentage contributed to the grantor trust for that year. The remaining portion will be transferred to these directors as soon as practicable after they become members of the Board. 26     www.hecla-mining.com Compensation of Non-Management Directors The shares held in the grantor trust are subject to the claims of our creditors until deliveredcommon stock under the terms of the Director Stock Plan. DeliveryBased on our closing stock price on the NYSE on the date of grant of July 13, 2023 ($5.94), the grant date fair value for each grant of 25,013 shares from the trust occurs upon the earliest of: (i) death or disability; (ii) retirement from the Board; (iii) a cessation of the director’s service for any other reason; (iv) a change in control of the Company (as defined in the Director Stock Plan); or (v) a time elected by the director, except shares must be held in the trust for at least two years prior to delivery. As of December 31, 2021, there were 2,269,269 shares remaining available for issuance under the Director Stock Plan. The following chart summarizes the annual cash and equity compensation for our non-management directors during 2021. Non-Management Director Compensation for 2021 Director    Fees Earned or Paid in Cash ($)    Stock Awards(1) ($)    All Other Compensation(2) ($)    Total ($) Catherine J. Boggs        106,000        265,736        --        371,736 Ted Crumley, Chairman        218,000        265,736        --        483,736 George R. Johnson        110,000        265,736        7,500        383,236 George R. Nethercutt, Jr.(3)        49,000        --        --        49,000 Stephen F. Ralbovsky        110,000        265,736        --        375,736 Terry V. Rogers        110,000        265,736        3,750        379,486 Charles B. Stanley        98,000        265,736        --        363,736 Alice Wong        98,000        265,736        --        363,736 (1) The amounts shown in this column represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board ASC Topic 718. For a description of the assumptions used in valuing the awards please see Note 12 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The stock awards column represents the aggregate grant date fair value of the stock granted to each non-management director under the Director Stock Plan in 2021 as computed in accordance with ASC Topic 718. For each director, the number of common shares granted was determined by dividing $120,000 by the average closing price for Hecla’s common stock on the NYSE for the prior calendar year ($4.0506) ($120,000 ÷ $4.0506 = 29,625). On June 8, 2021, each non-management director received 29,625 shares of our common stock under the terms of the Director Stock Plan. Based on our closing stock price on the NYSE on the date of grant of June 8, 2021 ($8.97), the grant date fair value for each grant of 29,625 shares was $265,736.was $148,577. (This amount does not reflect the actual amount that may be realized by each director). (2) Amounts in this column reflect matching contributions under the Company’s charitable matching gift program. See Political Contributions and Engagement on page 74. (3) Mr. Nethercutt retired from the Board in May 2021. He received no compensation after his retirement date. Other The Company covers directorsmade a matching contribution under its overall director and officer liability insurance policies, as well as reimbursing them for travel, lodging, and meal expenses incurred in connection with their attendance at Board and committee meetings, meetings of shareholders, and for traveling to visit our operations. Directors are eligible, on the same basis as Company employees, to participate in the Company’scharitable matching gift program pursuant to which the Hecla Charitable Foundation matches contributions made to qualifying nonprofit organizations. Beyond these items, no other compensation was paid to any non-management director. Non-Management Director Stock Ownership Guidelines To more closely align the Company’s independent directors’ financial interests with those of the shareholder, in June 2012, the Compensation Committee and Board adopted stock ownership guidelines for our independent directors. Under these guidelines, each independent director is required to own shares of common stock (which includes shares held under the Hecla Mining Company Stock Plan for Nonemployee Directors) valued at three times their annual cash retainer within five years of their appointment to the Board. In the event an independent director’s cash retainer increases, they will have three years from the date of the increase to acquire any additional shares needed to meet these guidelines. Because of fluctuations in the Company’s stock price, in February 2016, the Compensation Committee and the Board amended the stock ownership guidelines to provide a valuation methodology that consists of valuing the shares held by using the average closing price of the Company’s common stock on the behalf of Mr. Johnson. Other The Company covers directors under its overall director and officer liability insurance policies, as well as reimbursing them for travel, lodging, and meal expenses incurred in connection with their attendance at Board and committee meetings, meetings of shareholders, and for traveling to visit our operations. Directors are eligible, on the same basis as Company employees, to participate in the Company’s matching gift program, pursuant to which the Hecla Charitable Foundation matches contributions made to qualifying nonprofit organizations. Beyond these items, no other compensation was paid to any non-management director. Non-Management Director Stock Ownership Guidelines To more closely align the Company’s independent directors’ financial interests with those of our shareholders, in June 2012, the committee and Board adopted stock ownership guidelines for our independent directors. Under these guidelines, each independent director is required to own shares of common stock (which includes shares held under the Hecla Mining Company Stock Plan for Nonemployee Directors) valued at three times their annual cash retainer within five years of their appointment to the Board. In the event an independent director’s cash retainer increases, they will have three years from the date of the increase to acquire any additional shares needed to meet these guidelines. Because of fluctuations in the Company’s stock price, in February 2016, the committee and the Board amended the stock ownership guidelines to provide a valuation methodology that consists of valuing the shares held by using the average closing price of the Company’s common stock on the NYSE for the previous calendar year. Because share prices of all companies are subject to market volatility, the Board believes that it would be unfair to require a director to buy more shares simply because Hecla’s stock price drops. In the event there is a significant decline in Hecla’s stock price that causes a director’s holdings to fall below the applicable threshold, the director will not be required to purchase additional shares to meet the threshold, but they generally may not sell or transfer any shares until the threshold has again been achieved. As of December 31, 2023, all non-management directors meet the guidelines (Mr. Board is not yet required to meet the minimum share holdings). Additional information regarding shares held by the non-management directors is included in the Security Ownership of Certain Beneficial Owners and Management table on page 88. PROPOSAL 2 Ratify The Appointment Of BDO USA, P.C. As Our Independent Registered Public Accounting Firm For 2024   2022 Proxy Statement    27 Compensation of Non-Management Directors would be unfair to require a director to buy more shares simply because Hecla’s stock price drops. In the event there is a significant decline in Hecla’s stock price that causes a director’s holdings to fall below the applicable threshold, the director will not be required to purchase additional shares to meet the threshold, but they generally may not sell or transfer any shares until the threshold has again been achieved. The following table summarizes the non-management director stock ownership as of December 31, 2021. As of December 31, 2021, all non-management directors met the guidelines, except for Ms. Wong, who has until February 2026 to satisfy the requirements of the ownership guidelines. Non-Management Director Stock Ownership as of December 31, 2021 Director    Annual Retainer ($)    X Annual Retainer    Total Value of Shares to be Held ($)    Shares Held Directly (#)    Shares Held in Grantor Trust(1) (#)    Total Shares (#)    Total Value of Shares Held by Director(2) ($)    Meets Guidelines Boggs        98,000        3x        294,000        104,678        106,046        210,724        1,339,699        Yes Crumley        218,000        3x        654,000        76,536        250,056        326,592        2,076,341        Yes Johnson        98,000        3x        294,000        17,273        177,717        194,990        1,239,668        Yes Ralbovsky        98,000        3x        294,000        6,123        177,717        183,840        1,168,781        Yes Rogers        98,000        3x        294,000        36,117        138,119        174,236        1,107,723        Yes Stanley        98,000        3x        294,000        --        219,103        219,103        1,392,969        Yes Wong(3)        98,000        3x        294,000        --        29,625        29,625        188,344        N/A (1) As of December 31, 2021, the total amount of shares held in trust pursuant to the terms of the Stock Plan for Nonemployee Directors by each of the above-named directors. (2) The value of shares held is determined by using the average closing price of the Company’s common stock for the calendar year on the NYSE, which for 2021 was $6.3576. (3) Ms. Wong was appointed to the Board in February 2021. Under the Stock Ownership Guidelines, she has until February 2026 to satisfy the requirements of the ownership guidelines. Additional information regarding shares held by the non-management directors is included in the Security Ownership of Certain Beneficial Owners and Management table on page 75. 28     www.hecla-mining.com PROPOSAL 2 RATIFY THE APPOINTMENT OF BDO USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022 The Audit Committee is directly responsible for the appointment, compensation, retention, evaluation, and termination, if necessary, of the independent registered public accounting firm retained to audit our financial statements. The Audit Committee appointed BDO USA, LLP (“BDO”) as the independent registered public accounting firm for Hecla for the calendar year ending December 31, 2022. BDO has been retained in that capacity since 2001. The Audit Committee is aware that a long-tenured auditor may be believed by some to pose The Audit Committee is solely responsible for the appointment, compensation, retention, evaluation, and termination, if necessary, of the independent registered public accounting firm retained to audit our financial statements. The Audit Committee appointed BDO USA, P.C. (BDO) as the independent registered public accounting firm for Hecla for the calendar year ending December 31, 2024. BDO has been retained in that capacity since 2001. The Audit Committee is aware that some may believe a long-tenured auditor poses an independence risk. To address these concerns, the Audit Committee:   • reviews all non-audit services and engagements provided by BDO, specifically with regard to the impact on the firm’s independence; • conducts a quarterly assessment of BDO’s service quality, and its working relationship with our management; • conducts regular private meetings separately with each of BDO and our management; • interviews and approves the selection of BDO’s new lead engagement partner with each rotation; • at least annually, obtains and reviews a report from BDO, describing all relationships between the independent auditor and Hecla; and • reviews data relating to audit quality and performance, including the most recent Public Company Accounting Oversight Board (PCAOB) reports on BDO and its peer firms. The members of the Audit Committee believe that the continued retention of BDO to serve as our independent registered public accounting firm is in the best interests of Hecla and our shareholders. Although ratification is not required, the Board and the Audit Committee are submitting the appointment of BDO to our shareholders for ratification because we value our shareholders’ views on our independent registered public accounting firm, and as a matter of good governance practice. In the event our shareholders fail to ratify the appointment, it will be considered as a direction to the Board and to the Audit Committee to consider the appointment of a different firm. Even if the appointment is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interest of the Company and its shareholders. Representatives of BDO are expected to be present at the Annual Meeting with the opportunity to make statements and respond to appropriate questions from shareholders present at the meeting. Required Vote Under the Sarbanes-Oxley Act of 2002, the Audit Committee has the sole authority to appoint the independent registered public accounting firm for the Company. However, the Board feels that it is important for the shareholders to ratify the selection of BDO USA, LLP. This proposal requires the affirmative vote of a majority of votes cast at the Annual Meeting, whether in person or by proxy. See What Votes are Required for the Proposals on page 81. The members of the Audit Committee believe that the continued retention of BDO to serve as our independent registered public accounting firm is in the best interests of Hecla and our shareholders. Although ratification is not required, the Board and the Audit Committee are submitting the appointment of BDO to our shareholders for ratification because we value our shareholders’ views on our independent registered public accounting firm, and as a matter of good governance practice. In the event our shareholders fail to ratify the appointment, it will be considered as a direction to the Board and to the Audit Committee to consider the appointment of a different firm. Even if the appointment is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interest of the Company and its shareholders. Representatives of BDO are expected to be present at the Annual Meeting with the opportunity to make statements and respond to appropriate questions from shareholders present at the meeting. Required Vote Under the Sarbanes-Oxley Act of 2002, the Audit Committee has the sole authority to appoint the independent registered public accounting firm for the Company. However, the Board feels that it is important for the shareholders to ratify the selection of BDO USA, P.C. This proposal requires the affirmative vote of a majority of votes cast at the Annual Meeting, whether in person or by proxy. See What Votes are Required for the Proposals on page 95. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for 2024. The Audit Committee and Board recommend shareholders vote “FOR” ratifying the appointment of BDO USA, LLPP.C. as our independent registered public accounting firm for 2022.2024.         36 | 2024 Proxy Statement   Pre-Approval Process The Audit Committee is responsible for reviewing and, if appropriate, pre-approving all audit, audit-related and non-audit services to be performed by our independent registered public accounting firm. The Audit Committee charter authorizes the Audit Committee to establish a policy and related procedures regarding the pre-approval of audit, audit-related and non-audit services to be performed by our independent registered public accounting firm. The Audit Committee has delegated its pre-approval authority to the Chair of the Audit Committee, who is authorized to pre-approve services to be performed by our independent registered public accounting firm and the compensation to be paid for such services until the next regularly-scheduled meeting of the Audit Committee, provided that in such case, the Chair shall provide a report to the Audit Committee at its next regularly scheduled meeting of any services and compensation approved by the Chair pursuant to the delegated authority. On a periodic basis, management reports to the Audit Committee the actual spending for projects and services compared to the approved amounts. All audit-related services performed by our independent registered public accounting firm in the calendar year ended December 31, 2023, were approved by the Audit Committee. Audit and Non-Audit Fees The following table presents fees for professional audit services rendered by BDO for the audit of our annual financial statements for the calendar years ended December 31, 2023 and 2022, and fees for other services rendered by BDO during those periods.       2023    2022 Audit Fees(1)      $ 1,240,100      $ 1,135,250 Audit Related Fees(2)      $ 145,500      $ 98,000 Tax Fees        —        — All Other Fees        —        — Total      $ 1,385,600      $ 1,233,250   The Audit Committee and Board recommend shareholders vote “FOR” ratifying the appointment of BDO USA, LLP as our independent registered public accounting firm for 2022. (1) Relates to services rendered in connection with the annual audit of our consolidated financial statements, quarterly reviews of financial statements included in our quarterly reports on Form 10-Q, and fees related to the review of registration statements and prospectuses filed with the SEC.   2022 Proxy Statement    29 Proposal 2 — Ratify the Appointment of BDO USA, LLP as Our Independent Registered Public Accounting Firm for 2022 Pre-Approval Process The Audit Committee is responsible for reviewing and, if appropriate, pre-approving all audit, audit-related and non-audit services to be performed by our independent registered public accounting firm. The Audit Committee charter authorizes the Audit Committee to establish a policy and related procedures regarding the pre-approval of audit, audit-related and non-audit services to be performed by our independent registered public accounting firm. The Audit Committee has delegated its pre-approval authority to the Chair of the Audit Committee, who is authorized to pre-approve services to be performed by our independent registered public accounting firm and the compensation to be paid for such services until the next regularly-scheduled meeting of the Audit Committee, provided that in such case the Chair shall provide a report to the Audit Committee at its next regularly-scheduled meeting of any services and compensation approved by the Chair pursuant to the delegated authority. On a periodic basis, management reports to the Audit Committee the actual spending for projects and services compared to the approved amounts. Audit and Non-Audit Fees The following table presents fees for professional audit services rendered by BDO for the audit of our annual financial statements for the years ended December 31, 2020, and December 31, 2021, and fees for other services rendered by BDO during those periods.       2021      2020   Audit Fees(1)    $ 975,800      $ 1,041,500   Audit Related Fees(2)      93,000        93,000   Tax Fees(3)      --        10,000   All Other Fees      --        --                     Total    $ 1,068,800      $ 1,144,500                     (1) Relates to services rendered in connection with the annual audit of our consolidated financial statements, quarterly reviews of financial statements included in our quarterly reports on Form 10-Q, and fees related to the registration of securities with the SEC. The 2020 fees include procedures related to the $475 million debt refinancing in February 2020. (2) Consists of fees for employee benefit plans financial statement audits. (3) Consisted of fees for tax assistance in preparation of the Scientific Research & Experimental Development Tax Credits Application of Hecla Quebec (one of our subsidiaries), submitted to Revenue Canada (fiscal year 2020). Report of the Audit Committee The Audit Committee acts under a written charter. You may obtain a copy of the charter in the “Investors” section of www.hecla-mining.com under “Governance and Ethics.” In the performance of its oversight responsibilities, the Audit Committee (1) reviewed and discussed with management and the independent registered public accounting firm the Company’s audited financial statements for the fiscal year ended December 31, 2021; (2) discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and SEC; (3) received the written disclosures and the letter from the Company’s independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee regarding independence; and (4) discussed with the Company’s independent registered public accounting firm any relationships that may impact its objectivity and independence and satisfied itself as to the firm’s independence. During 2021, the Audit Committee worked with management, our internal auditor, and our independent auditor to address Sarbanes-Oxley Section 404 internal control requirements. The Audit Committee met six times in 2021. Report of the Audit Committee The Audit Committee acts under a written charter. You may obtain a copy of the charter in the “Company” section of https://www.hecla.com under “Governance & Ethics.” In the performance of its oversight responsibilities, the Audit Committee (1) reviewed and discussed with management and the independent registered public accounting firm the Company’s audited financial statements for the calendar year ended December 31, 2023; (2) discussed with BDO the matters required to be discussed by the applicable requirements of the PCAOB and SEC; (3) received the written disclosures and the letter from BDO required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee regarding independence; and (4) discussed with BDO any relationships that may impact its objectivity and independence and satisfied itself as to the firm’s independence. During 2023, the Audit Committee worked with management, our internal auditor, and BDO to address Sarbanes-Oxley Section 404 internal control requirements. The Audit Committee met eight times in 2023. Company management is responsible for the assessment and determination of risks associated with the Company’s business, financial reporting, operations, and contractual obligations. The Audit Committee, together with the Board of Directors, is responsible for oversight of the Company’s management of risks. As part of its responsibilities for oversight of the Company’s management of risks, the Audit Committee has reviewed and discussed the Company’s enterprise-wide risk assessment, and the Company’s policies with respect to risk assessment and risk management, including discussions of individual risk areas as well as an annual summary of the overall process. 2024 Proxy Statement | 37   30     www.hecla-mining.com The Audit Committee has discussed with both Hecla’s internal auditor and BDO the overall scope of the plans for their respective audits. The Audit Committee regularly meets with a representative of the firm hired to serve as Hecla’s internal auditor and representatives of BDO, in regular and executive sessions, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of Hecla’s financial reporting and compliance programs. Management is responsible for the Company’s financial reporting process, including establishing and maintaining adequate internal control over financial reporting and the preparation of the Company’s financial statements. BDO is responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of the Company’s audited financial statements with U.S. generally accepted accounting principles. BDO is also responsible for performing an independent audit of the effectiveness of the Company’s internal controls over financial reporting and issuing a report thereon. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management and BDO. Based on the review and discussion and the representations made by management and BDO, the Audit Committee recommended to the Board that the audited consolidated financial statements for the calendar year ended December 31, 2023, be included in the Company’s Annual Report on Form 10-K for the calendar year ended December 31, 2023, and filed with the SEC. The material contained in this Audit Committee Report does not constitute soliciting material, is not deemed filed with the SEC, and is not incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (Exchange Act), whether made on, before, or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing, except to the extent that the Company specifically incorporates this Audit Committee Report by reference therein. Respectfully submitted by The Audit Committee of the Board of Directors Stephen F. Ralbovsky, Chair Catherine J. Boggs Charles B. Stanley Proposal 2 — Ratify the Appointment of BDO USA, LLP as Our Independent Registered Public Accounting Firm for 2022 The Audit Committee has discussed with both Hecla’s internal auditor and independent registered public accounting firm the overall scope of the plans for their respective audits. The Audit Committee regularly meets with a representative of the firm hired to serve as Hecla’s internal auditor and representatives of the independent registered public accounting firm, in regular and executive sessions, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of Hecla’s financial reporting and compliance programs. Management is responsible for the Company’s financial reporting process, including establishing and maintaining adequate internal control over financial reporting and the preparation of the Company’s financial statements. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of the Company’s audited financial statements with U.S. generally accepted accounting principles. The Company’s independent registered public accounting firm also is responsible for performing an independent audit of the effectiveness of the Company’s internal controls over financial reporting and issuing a report thereon. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management and the Company’s independent registered public accounting firm. Based on the review and discussion and the representations made by management and the Company’s independent registered public accounting firm, the Audit Committee recommended to the Board that the audited consolidated financial statements for the fiscal year ended December 31, 2021, be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and filed with the SEC. The material contained in this Audit Committee Report does not constitute soliciting material, is not deemed filed with the SEC, and is not incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made on, before, or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing, except to the extent that the Company specifically incorporates this Audit Committee Report by reference therein. Respectfully submitted by The Audit Committee of the Board of Directors Stephen F. Ralbovsky, Chair Catherine J. Boggs George R. Johnson Alice Wong   2022 Proxy Statement    31 PROPOSAL 3 APPROVAL, ON AN ADVISORY BASIS, OF OUR EXECUTIVE COMPENSATION   PROPOSAL 3     Approval, On An Advisory Basis, Of Our Named     Executive Officer Compensation Our Board seeks your vote to approve, on an advisory basis, the compensation paid to our NEOsnamed executive officers (NEOs) for 20212023 as set forth under the heading Compensation Discussion and Analysis (“CD&A”) (CD&A) on page 34 and in the accompanying compensation tables starting on page 57,40, and related material. The Board believes that our current executive compensation program is right for the Company and our shareholders. Our executive compensation program is designed to attract, retain, and motivate talented individuals who possess the executive experience and the leadership skills needed by the Company to maintain and increase shareholder value. We seek to provide executive compensation that is competitive with that provided by companies in our peer group within the mining industry. We also seek to provide both short- and long-term financial incentives to our executives that reward them for goodsuperior performance, and achieving financial results and strategic objectives that are expected to contribute to increased long-term shareholder value. Underlying these incentives is a strong philosophy of “pay-for-performance” that forms the foundation of decisions regarding the compensation of our NEOs. This compensation philosophy, which has been consistent over many years, is designed to align the interests of our NEOs with the interests of our shareholders and is central to our ability to attract, retain and motivate executive leaders to guide the Company through market challenges over the long term. The primary methods we use to align the interests of our NEOs with our shareholders include:   ✓• Placingplacing a vast majority (78.6%(80.7%) of the CEO’s total compensation at-risk; ✓• Targetingtargeting total direct compensation of our NEOs’NEOs at approximately the 50th percentile of peer compensation; ✓• Strikingstriking the right balance between short- and long-term results; and ✓• Selectingselecting appropriate performance metrics, including market-based measures such as total shareholder return, annual financial and operational goals such as production and EBITDA, and individual performance goals that drive our long-term business strategy. Some highlights of our 20212023 executive compensation program include:   ✓• NEO compensation lower in 2021 than in 2020; ✓ Our 2021 STIPour 2023 Short-term Incentive Plan aligns 20212023 payments to actual performance on pre-established targets, effectively linking the Company’s financial performance to NEO pay; ✓• Despite outstanding financialour Long-term Incentive Plan (LTIP) seeks to incentivize employees to achieve long-term performance in 2021goals. Our 2021-2023 LTIP achieved below target on production and our total shareholder return above median, our 2019-2021 LTIP paid zero becausecash flow, maximum levels for reserve additions, and the goals were not met; and ✓ STIP and LTIP performanceTSR ranked 8th out of 23 peers. The resulting payout was negatively impacted by COVID-19, yet original STIP and LTIP goals were not modified.$56.25 per unit out of a targeted payout of $90 per unit. In 2021,2023, of our shareholders who voted, 97% voted in favor of our executive compensation program. In considering how to vote on this proposal, we urge you to review the relevant disclosures in this Proxy Statement, particularly the CD&A section, which contains detailed information about our executive compensation program. We currently holdhave held our “Say-on-Pay” advisory vote every year. We expect theannually since 2011. The next required shareholder vote onto recommend the frequency of our “Say-on-Pay” advisorysuch votes is expected to occur at our annual meeting to be held in 2023.2029. The Board and the Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, the Compensation Committee will carefully review and consider the voting results when evaluating our executive compensation program. 32     www.hecla-mining.com Proposal 3 — Approval, on an Advisory Basis, of Our Executive Compensation We are asking shareholders to approve the following resolution at the Annual Meeting: “RESOLVED, that the compensation paid to the Company’s named executive officers,NEOs, as disclosed pursuant to Item 402 of Regulation S-K, described in the Compensation Discussion and Analysis,CD&A, Summary Compensation Table for 2021,2023, and the related compensation tables and narrative in the Proxy Statement for the Company’s 20222024 Annual Shareholders’ Meeting, is hereby APPROVED.” 2024 Proxy Statement | 39 Required Vote The advisory vote on executive compensation will require the affirmative vote of a majority of votes cast at the Annual Meeting, whether in person or by proxy. See WhatVotes are Required for the Proposals on page 81.95. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to approve the compensation of our NEOs.            The Board recommends that you vote “FOR”“FOR” approval of the compensation of our NEOs.     2022 Proxy Statement    33   COMPENSATION DISCUSSION AND ANALYSISCompensation Discussion And Analysis               TABLE OF CONTENTS TO COMPENSATION DISCUSSION AND ANALYSIS                                  Executive Summary     35                  Compensation Committee Interlocks and Insider Participation     56                   Key Operating and Significant Financial Results     36                 Benchmarking and Competitive Analyses     37         Compensation Committee Report     56             The Compensation Committee Process and Role of Management and Human Resources Department     38         Compensation of NEOs – Tables     57                 •  Summary Compensation Table for 2021     57                 •  Grants of Plan-Based Awards for 2021     60             Compensation Philosophy and Objectives     39         •  Outstanding Equity Awards at Fiscal Year-End     For 2021     62             Elements of Total Compensation     41                 •  Total Compensation Mix     42         •  Stock Vested in 2021     63             Overview of our Compensation Decisions and Results for 2021     43         •  Stock Ownership for NEOs     64                 •  Pension Benefits     65             •  Summary     43         •  Nonqualified Deferred Compensation for 2021     65             •  Base Salary     43         •  Potential Payments Upon Termination or     Change in Control     66             •  Incentive Plans     44                 •  Equity     50         •  CEO Pay Ratio     71             Other     52         Other Benefits     72             Clawback Policy     53         •  Retirement Plan     72             Insider Trading Policy     53                       Stock Ownership Guidelines     53                       Change in Control Agreements     54                       Tax and Accounting Considerations     55                                                                                                                                                                                       ThisTable of Contents to Compensation Discussion and Analysis (“ COMPENSATION DISCUSSION AND ANALYSIS 40 Executive Summary 42 Key Operating and Significant Financial Results 42 Benchmarking and Competitive Analyses 43 The Compensation Committee Process and the Role of Management and the Human Resources Department 45 Compensation Philosophy and Objectives 46 Elements of Total Compensation 48 Targeted Compensation 49 Overview of our Compensation Decisions and Results for 2023 50 Other 60 Stock Ownership Guidelines for NEOs 61 Clawback Policy 62 Insider Trading Policy 62 Change in Control Agreements 62 Tax and Accounting Considerations 63 COMPENSATION RISK ANALYSIS 64 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 65 COMPENSATION COMMITTEE REPORT 66 COMPENSATION OF NAMED EXECUTIVE OFFICERS 67 Summary Compensation Table for 2023 67 Grants of Plan-Based Awards for 2023 69 Outstanding Equity Awards at Calendar Year-End for 2023 71 Stock Vested in 2023 72 OTHER BENEFITS 73 Pension Benefits 73 Retirement Plan 73 Nonqualified Deferred Compensation for 2023 75 Potential Payments Upon Termination or Change in Control 76 CEO Pay Ratio 81 PAY vs. PERFORMANCE 82 OTHER MATTERS 87 Certain Relationships and Related Party Transactions 87 Political Contributions and Engagement 87 Delinquent Section 16(a) Reports 87 Shareholder proposals to be included in next year’s Proxy Statement 87 Security Ownership of Certain Beneficial Owners and Management 88 This CD&A”),&A describes and analyzes our executive compensation philosophy and program in the context of the compensation paid during the last calendar year to our CEO, Sr.Senior Vice President and CFO,– Chief Financial Officer, and our three other most highly compensated executive officers during 2021,2023, and any additional individuals for whom disclosure would have been provided, but for the fact that the individuals were not serving as executive officers at the end of the last completed calendar year. 2024 Proxy Statement | 41 Our Compensation Committee (committee) strives to design a fair and competitive compensation program for executive officers that will attract, motivate, and retain highly qualified and experienced executives, reward performance and provide incentives based on our performance and reward performance, with an overall emphasis on maximizing our long-term shareholder value. Our executive compensation program consists of several components, including base salary, short- and long-term performance awards (paid in cash or equity), equity awards, a deferred compensation plan and retirement benefits. The named executive officersNEOs who are discussed throughout this CD&A and in the compensation tables are:   Name Age      Name Age Principal Position Phillips S. Baker, Jr. 64 President and CEO   62Russell D. Lawlar   President and CEO Russell D. Lawlar 44    42 Sr. Vice President and CFOChief Financial Officer Lauren M. Roberts   Michael L. Clary   56    Sr. Vice President and COOChief Administrative Officer Robert D. Brown   53Robert D. Brown   55 Vice President – Corporate Development and Sustainability David C. Sienko   53David C. Sienko   55 Vice President and– General Counsel Lindsay A. Hall*   66Lauren M. Roberts   58 Former Sr. Vice President and CFO * Retired in March 2021Chief Operating Officer   34     www.hecla-mining.com Compensation Discussion and Analysis Glossary of CD&A Terms committee   Compensation Committee   NEO 2010 Stock Plan   Named Executive Officer 2010 Stock Incentive Plan STIP   Short-term Incentive Plan   2010 Stock Plan KEDCP   2010 Stock Incentive Key Employee Deferred Compensation Plan LTIP   Long-term Incentive Plan KEDCP Key Employee Deferred Compensation Plan   PSUsRetirement Plan   Performance-based Shares Retirement Plan Hecla Mining Company Retirement Plan, a defined benefit retirement plan PSUs   Performance-based Units SERP Supplemental Excess Retirement Plan RSUs   Restricted Stock Units   SERP SEC   Supplemental Excess Retirement Plan Securities and Exchange Commission TSR   Total Shareholder Return   SEC ESG   Securities Environmental, Social and Exchange Commission Governance GAAP   Generally Accepted Accounting Principles in the United States   ESG UCB   Environmental, Social and Governance Underhand Closed Bench mining method Dodd FrankDodd-Frank Act   Dodd-Frank Wall Street Reform and Consumer Protection Act   NYSE   New York Stock Exchange AISC   All-In Sustaining Cost After By-Product Credits   AIFR   All-Injury Frequency Rate 401(k) Plan   401(k) Plan Hecla’s Capital Accumulation Plan, a defined contribution retirement plan   AEMA American Exploration & Mining Association SME Society for Mining, Metallurgy & Exploration AgEq Silver Equivalent Ounces NEOs Named Executive Officers LTI Long-term Incentive Components (LTIP, RSUs and PSUs) 42 | 2024 Proxy Statement Executive Summary Hecla isWe are the largest primary silver producer in the United States – and the oldest NYSE-listed precious metals mining company in North America. In addition to twoWe have operating silver mines in Alaska (Greens Creek) and, Idaho (Lucky Friday), and a gold producing mine in Quebec, Canada (Casa Berardi), weand Yukon Territory, Canada (Keno Hill). We also own several exploration properties and pre-development projects in world-class silver and gold mining districts throughout North America. Overall, 20212023 was a strong year for Hecla.of mixed results. We had goodexperienced two abnormal events which were largely outside of our control: a fire at our Lucky Friday mine that resulted in an extended period of no production at the mine, and cash flow despite ongoing difficultiesan impoundment failure at our Casa Berardi mine that contributed to lower than expected production from the mine. Strategically, we faced with COVID-19, includingcompleted the acquisition of ATAC Resource, which gave us a tight labor market, and supply chain challenges. We had record sales of $807.5 million with net income of $35.1 million for700 square mile land package in the year, resulting in a record adjusted EBITDA of $278.8 million.4 We generated $220.3 million of cash flow from operations,Yukon Territory. Our silver reserves were the second highest in Company history, and we produced 14.3 million ounces of silver, which was our history, with $111.3second highest in history. Our Greens Creek and Lucky Friday mines recorded their lowest AIFR of 0.29 and 0.66, respectively. In addition to the 14.3 million ounces of silver, we produced 151,259 ounces of gold, 60,579 tons of zinc and 40,347 tons of lead. We generated $75.5 million in freenet cash flow for the year.5In addition, the Company ended the year with a strongprovided by operating activities after $32.5 million in exploration and pre-development and $76.3 million in ramp-up and suspension costs. We also had sales of $720.2 million, and our balance sheet with over $210.0$106.4 million in cash and paid a total of $20.7cash equivalents, and approximately $121.5 million in available liquidity. We also paid dividends to our common and preferred shareholders.shareholders in the amount of $15.7 million. Operationally, we produced 12.9 million ounces of silver and 201,327 ounces of gold. AlthoughIn 2023, we did not reduce last year’s record low AIFR, our AIFR was still the second lowest in Hecla’s history and lower than the national average. We had record exploration and pre-development expenditures of $47.9 million, which allowed us to add significantly to our reserves. Our ESG performance for the year hadhave some notable highlights, including (i) Scope 1the issuance of a patent in the U.S. for our UCB mining method; (ii) our Keno Hill mine began silver production in the second quarter of 2023; and Scope 2 GHG emissions were reduced 44% from 2019 baseline levels; (ii) we retired equivalent tonnage of United Nations Certified Emission Reduction credits(iii) in response to be net zero on Scope 1 and Scope 2 emissions; (iii) our GHG Intensity score (Total Metric Tonnes GHG Emissions / Total Revenues US$M) was reduced by 53% from 201.92 to 94.8; and (iv) 99% of our electricity usedthe third quarter fire at our mines was line power, of which 70% was generated from renewable hydropower.Lucky Friday mine, we executed the Lucky Friday mine restart plan on schedule and restarted production in January 2024. Based onAfter considering the Company’s 2021positive and negative Company performance ourin 2023, the committee determined that ourthe STIP corporate performance was 115%80% of target. Despite achieving notable accomplishments for the year, we did not achievetarget, and our goals under the2021-2023 LTIP and as a result payouts under that plan were zero. LTIP goals were negatively impacted by COVID-19 (as were STIP goals) yet despite this, the goals under the LTIP for 2019-2021 were not adjusted (nor were 2021 STIP goals adjusted). We believe this reflects that our compensation philosophy works and demonstrates the STIP is sensitive to short-term performance and that the LTIP, while influenced by short-term events, is more sensitive to long-term performance, which is just as we intend.was 63% of target. 4 A non-GAAP measurement. See Appendix A for reconciliation to GAAP. 5 A non-GAAP measurement. See Appendix A for reconciliation to GAAP. 2022 Proxy Statement    35 Compensation Discussion and Analysis Key Operating and Significant Financial Results The mining business requires long-term planning and implementation of operating strategies over several years to deliver successful operating and financial results. Accordingly, in the table below and summary that follows, we set forth our key operating and financial results for years 2021, 20202023, 2022 and 2019.2021.      As of and for the Year Ended December 31,    As of and for the Year Ended December 31,   Key Results    2021    2020   2019    2023      2022      2021   Silver (ounces) produced        12,887,240        13,542,957     12,605,234 Silver (ounces) produced Silver (ounces) produced Silver (ounces) produced      14,342,863        14,182,987        12,887,240   Gold (ounces) produced Gold (ounces) produced Gold (ounces) produced Gold (ounces) produced        201,327        208,962     272,873      151,259        175,807        201,327   Lead (tons) produced        43,010        34,127     24,210 Lead (tons) produced Lead (tons) produced Lead (tons) produced      40,347        48,713        43,010   Zinc (tons) produced        63,617        63,112     58,857 Zinc (tons) produced Zinc (tons) produced Zinc (tons) produced      60,579        64,748        63,617   Sales of products (in millions)      $ 807.5      $ 691.9   $ 673.3 Sales (in millions) Sales (in millions) Sales (in millions) Sales (in millions)    $ 720.2      $ 718.9      $ 807.5   Net income (loss) (in millions)      $ 35.1      $ (9.5 )   $ (94.9 ) Net (loss) income (in millions) Net (loss) income (in millions) Net (loss) income (in millions) Net (loss) income (in millions)    $ (84.2 )     $ (37.3 )     $ 35.1   Basic income (loss) per common share      $ 0.06      $ (0.02 )   $ (0.19 ) Basic (loss) income per common share Basic (loss) income per common share Basic (loss) income per common share Basic (loss) income per common share    $ (0.14 )     $ (0.07 )     $ 0.06   EBITDA (in millions)6      $ 220.1      $ 203.3   $ 131.6 Adjusted EBITDA (in millions)(3) Adjusted EBITDA (in millions)(3) Adjusted EBITDA (in millions)(3) Adjusted EBITDA (in millions)(3)    $ 212.6      $ 217.5      $ 220.1   Cash from operating activities (in millions) Cash from operating activities (in millions) Cash from operating activities (in millions) Cash from operating activities (in millions)      $ 220.3      $ 180.8   $ 120.9    $ 75.5      $ 89.9      $ 220.3   Cash and cash equivalents (in millions)      $ 210.0      $ 129.8   $ 62.5 Cash and cash equivalents (in millions) Cash and cash equivalents (in millions) Cash and cash equivalents (in millions)    $ 106.4      $ 104.7      $ 210.0   (3) Adjusted EBITDA is a non-GAAP measurement. See Appendix A for a reconciliation to GAAP. 2024 Proxy Statement | 43 Our overall operating and financial results are more fully described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K filed with the SEC on February 23, 2022. During the 2021 STIP period, some15, 2024. Some of our key achievements during 2023 were as follows: Operational:   produced 12.9 million ounces of silver and 201,327 ounces of gold; achieved record throughput at our Casa Berardi Mine, which resulted in gold production of 134,511 ounces, as our mill optimization efforts delivered results, including an increase in recoveries by 4%; developed the UCB mining method at the Lucky Friday Mine, which was utilized for approximately 86% of the tons mined in 2021 and assisted in managing seismicity and improving silver production by 75%, compared to 2020; continued our trend of strong safety performance, as our AIFR for 2021 was 1.45, 40% below the U.S. national average for MSHA’s metal and nonmetal mines; continued mitigation of the impacts of COVID-19 through the encouragement of vaccinations as they became available in the geographic locations where we operate, and refinement of our operational plans and procedures to protect our workforce, operations and communities while maintaining liquidity; and purchased 300,000 tonnes of carbon offset credits for a total cost of $0.9 million, of which 76,550 tonnes CO2e were retired in order for us to be carbon neutral in 2021, leaving an inventory of carbon credits for future retirement to remain carbon neutral in the near term. Financial: reported sales of products of $807.5 million, the highest in our history, reflecting a full year’s production from our Lucky Friday Mine; •   generated $220.3silver reserves of 238 million ounces, second highest in net cash provided by operating activities yielding $111.3Company history; • gold reserves of 2.2 million ounces; • produced 14.3 million ounces of free cash flow, bothsilver, Hecla’s second highest, and 151,259 ounces of gold; • zinc production of 61,000 tons and lead production of 40,000 tons; • our Lucky Friday mine mitigated the damages to the #2 Shaft and restarted production in January 2024; • we achieved an AIFR of 1.45, which werewas lower than the national average, with our Greens Creek and Lucky Friday mines recording their lowest AIFR of 0.29 and 0.66, respectively; and • our Keno Hill mine began silver production in the second quarter of 2023. Financial: • reported sales of $720.2 million, the second highest in our history, with all operations contributing positively;7 reduced the minimum realized silver price threshold of our common stock dividend to $20 from $25 per ounce and added $0.01 per share to the annual silver-linked component, our third dividend increase since June 2020. During 2021, we returned a total of $20.7 million, or 19% of free cash flows to our common and preferred shareholders; invested in capital expenditures (excluding lease additions and other non-cash items) of approximately $109.0 million, including $49.6 million at Casa Berardi, $23.9 million at Greens Creek, $29.9 million at Lucky Friday, and $5.5 million at the Nevada operations; spent a record $47.9 million on exploration and pre-development activities, which increased our total reserves for silver by approximately 11.5 million ounces, or 6%, and for gold by approximately 330,000 ounces, or 14%; and released $58.4 million of valuation allowance on our deferred tax assets, reflecting our current expectation of utilizing these tax assets. 6 A non-GAAP measurement. See Appendix A for reconciliation to GAAP. 7 A non-GAAP measurement. See Appendix A for reconciliation to GAAP.39% from silver and 36% from gold;   • cash flow from operations of $75.5 million, with Greens Creek generating $157.3 million in cash flow from operations and free cash flow of $121.6 million(4); 36     www.hecla-mining.com • balance sheet with $106.4 million in cash and cash equivalents with approximately $121.5 million in available liquidity; • returned $15.7 million to our common and preferred stock shareholders through dividends; and • adjusted EBITDA(5) for the year was $212.6 million, which was in line with the prior year. Environmental, Social, Governance:   Compensation Discussion and Analysis • our Greens Creek mine received the annual Hard Hat Safety Award by Alaska Miners Association in recognition of the mine’s exemplary commitment to safety;   • received the NIOSH Mine Safety and Health Technology Metals Sector Innovation Award, in recognition of Hecla’s culture of innovation with the issuance of a patent in the U.S. for the UCB mining method; and We achieved all the above while increasing our cash balance to $210.0 million, which was $80.2 million higher than on December 31, 2020, with no amount drawn on our revolving credit facility, as of December 31, 2021. • five of our seven directors joined the Board after 2016, including one in 2021 and most recently, an additional director was added in the first quarter 2024. Benchmarking and Competitive Analyses We have adopted a pay-for-performance philosophy that incentivizes performance by targeting base salaries slightly below the median of our peer group but targeting incentives above the peer median. The total direct compensation of our NEOs is targeted at approximately the 50th percentile. The process of setting targeted compensation includes consideration of ana NEO’s skills, experience, knowledge, and reputation in the industry, as well as Company needs. Central to the pay review process is the selection of a relevant peer group. Because we operate in a global business that is dominated by Canadian companies, our peer group reflects this withincludes only two U.S. companies among our peer group.companies. In addition, we have a corporate office in Vancouver, British Columbia, where one of our NEOs works. The committee reviews and determines the composition of our peer group on an annual basis. In May 2021,2023, the committee added Equinox Gold and Yamana Gold,approved the same peer group as these companies are similar to Heclaused in total revenue, total assets and/or market capitalization.the previous year. (4) Free cash flow is a non-GAAP measurement. See Appendix A for a reconciliation to GAAP. (5) Adjusted EBITDA is a non-GAAP measurement. See Appendix A for a reconciliation to GAAP. 44 | 2024 Proxy Statement In 2021,2023, our peer group was made up of the following 17 companies, whose aggregate profile was comparable to Hecla in terms of size, industry, and competition for executive talent.13 companies:   Company    Annual Revenue(1) ($US millions)      Market Cap(1) ($US millions)      Total Assets(1) ($US millions)      Corporate Location    TSR     Peer     Alamos Gold Inc.      748             3,425             3,637           Canada    ●     B2Gold Corp.      1,789             5,920             3,362           Canada    ●     Centerra Gold Inc.      1,689             3,442             3,136           Canada    ●     Coeur Mining Inc.      785             2,658             1,404           United States    ●     Eldorado Gold      1,027             2,422             4,931           Canada    ●     Equinox Gold      843             3,127             2,672           Canada    ●     First Majestic Silver Corp.      364             3,491             1,238           Canada    ●     IAMGOLD Corporation      1,242             1,751             4,154 ��         Canada    ●     New Gold Inc.      643             1,499             2,250           Canada    ●     Novagold      --             3,223             224           Canada      Oceana Gold      500             1,361             2,253           Canada    ●     Pan American Silver Corporation      1,339             7,261             3,434           Canada    ●     Pretium Resources      618             2,155             1,431           Canada    ●     Royal Gold, Inc.      562             6,973             2,764           United States      SSR Mining      853             4,266             5,245           Canada    ●     Torex Gold      789             1,287             1,252           Canada    ●     Yamana Gold      1,561             5,481             8,423           Canada      Median      789             3,223             2,764                  Hecla Mining Company      692             3,489             2,700           United States      Company   Annual Revenue(1) ($US millions)     Market Cap(1) ($US millions)     Total Assets(1) ($US millions)     Corporate Location   Alamos Gold Inc. (NYSE: AGI)     8,212       3,985       3,674       Canada   B2Gold Corporation (NYSE: BTG)     1,733       3,821       3,681       Canada   Centerra Gold Inc. (NYSE: CGAU)     850       1,132       2,334       Canada   Coeur Mining Inc. (NYSE: CDE)     786       994       1,846       United States   Eldorado Gold Corporation (NYSE: EGO)     871       1,548       4,458       Canada   First Majestic Silver Corp. (NYSE: AG)     627       2,273       2,110       Canada   IAMGOLD Corporation (NYSE: IAG)     957       1,229       4,425       Canada   New Gold Inc. (NYSE: NGD)     604       671       2,244       Canada   NOVAGOLD Resources Inc. (NYSE: NG)     0       1,392       159       Canada   Pan American Silver Corporation (Nasdaq: PAAS)     1,495       3,441       3,249       Canada   Royal Gold, Inc. (Nasdaq: RGLD)     603       7,394       3,535       United States   SSR Mining Inc. (Nasdaq: SSRM)     1,148       3,237       5,255       Canada   Torex Gold Resources Inc. (OTC: TORXF)     869       987       1,593       Canada   Median     869       1,548       3,249           Hecla Mining Company (NYSE: HL)     719       2,263       2,927       United States   (1) In $US millions as of year-end 2020. 2022. The peer group is composed entirely of publicly held companies, mostall of which are engaged in the business of mining precious metals, with revenue, market capitalization and total assets within a reasonable range of Hecla’s. We believe these peer companies are appropriate because they are in the same industry, compete with us for executive talent, have executives in positions similar to ours, and are considered by the committee to be comparable to Hecla. 2022 Proxy Statement    37 Compensation Discussion and Analysis During our shareholder outreach discussions, many of our largest shareholders have informed us that, compared to peer groups selected by proxy advisory firms, they consider the peer group chosen by us to be the mostmore relevant and appropriate for compensation and performance benchmarking purposes. The peer group selected last year by Glass Lewis included 148 of our 1713 selected peers. The peer group selected by Institutional Shareholder Services (“ISS”)(ISS) included only two3 of our 1713 selected peers. The rest of the peer group selected by ISS contained U.S.-based companies in the industrial and specialty chemicals, plastics, coatings, nickel and cobalt-based alloys, steel products and other industries – companies and industries whose market fundamentals are materially different from that of the precious metals mining industry. We understand that ISS’s internal policies prohibit its selectioninclusion of Canadian companies (which account for 1511 of our peers) and require that Hecla be compared to companies having only similar revenue instead of similar market capitalization or total assets. We believe that a fair compensation peer group, in terms of both industry profile and size, should not be selected for Hecla without including Canadian mining companies. The committee reviewed an analysis of executive compensation levels at the 5025th, median, and 75th percentiles of the peer group and the survey data for positions comparable to those held by each of our NEOs. The committee also compared the target total cash compensation (base salary plus target STIP) and target total direct compensation (base salary plus target STIP plus the value of LTIP target) for each of the NEOs against these benchmarks. For retention and competitive considerations, in comparison to the peer group data or survey data applicable to each NEO’s position, we generally target each NEO’s total direct compensation at the median level and deliver compensation above or below these levels when warranted by individual performance. In 2021,2023, total direct compensation (base salary, short- and long-term incentives) for our NEOs was targeted approximately at the approximate median percentile of the peer group. 2024 Proxy Statement | 45 In 2021,2023, the committee also approved a separate peer group to be used specifically with regard to TSR, for purposes of our performance-based equity awards (PSUs)1,, discussed below,on page 59, which consisted of the following companies/funds:   Alamos Gold Inc. (NYSE: AGI)    Fortuna SilverCoeur Mining, Inc. (NYSE: CDE)    New Gold Inc. (NYSE: NGD) B2Gold Corp. (NYSE: BTG)    FresnilloFirst Majestic Silver Corp. (NYSE: AG)    OceanaGoldCenterra Gold Inc. (NYSE: CGAU) Centerra Gold IAMGOLD Corporation (NYSE: IAG)    GDX VectorsVan Eck Gold MinerMiners ETF (ARCX: GDX)    Pan American Silver Corp. (Nasdaq: PAAS) Coeur SSR Mining Inc. (Nasdaq: SSRM)    GDXJ VectorsVan Eck Junior Gold Miners ETF (ARCX: GDXJ)    Pretium ResourcesEldorado Gold Corporation (NYSE: EGO) Eldorado Equinox Gold Corp. (NYSE: EQX)    GLDOceana Gold ShareCorp. (OTCM: OCANF)    SLViShares Silver Trust (ARCX: SLV) Endeavour Silver Fresnillo PLC (OTC: FNLPF)    Hochschild Mining plc (OTCM: HCHDF)    SSR MiningSPDR Gold Shares (ARCX: GLD) Equinox Torex Gold Resources Inc. (OTC: TORXF)    IAMGOLD Corporation Torex Gold First MajesticFortuna Silver Mines Inc. (NYSE: FSM)      Our executive compensation peer group is different from our TSR peer group. When setting executive compensation, we use a peer group made up of those with whom we compete for talent. For the TSR peer group we use a set of companies and ETFs for which we compete for investment dollars. The Compensation Committee Process and the Role of Management and Human Resources Department Role of the Committee. The committee, consisting entirely of independent members (Rogers, Crumley, Stanley(Stanley, Johnson, and Boggs), has primary responsibility for executive compensation decisions. The committee carries out its responsibilities under a charter approved by the Board. The committee has the authority to approve all executive compensation, including our CEO’s (but not that of our independent directors, which is decided by the full Board). In 2021,2023, the committee did not receive assistance from an independent executive compensation consultant. The committee assessedevaluated the Company’s compensation arrangements to determine if their provisions and operation created undesired or unintentional risks of a material nature. The committee found that our compensation policies and practices do not create inappropriate or unintended material risk to the Company as a whole. See Compensation Risk Analysis on page 64. Role of Independent Human Resources Department. In past years,2023, the committee has used a compensation consultant to perform executive compensation services solely on behalf of the committee. Since no significant concerns were raised by shareholders or proxy advisory firms during our most recent shareholder outreach, the committee decided not to use a compensation consultant during 2021 and instead haddetermined the Company’s human resources department had the capacity to review and evaluate our executive compensation program.program and develop comparisons with the programs and NEO compensation levels of our peer companies. In 2021,2023, the human resources department performed the following services:   evaluated the competitiveness of the total direct compensation package provided to Hecla’s executive officers; and specifically, compared Hecla’s current executive officer compensation with compensation provided to executives in similar roles at comparable peer organizations; 38     www.hecla-mining.com Compensation Discussion and Analysis • evaluated the competitiveness of the total direct compensation package provided to Hecla’s executive officers; and specifically, compared Hecla’s current executive officer compensation with compensation provided to executives in similar roles at comparable peer group companies listed in the table on page 44;   �� •   reviewed updated information regarding Hecla’s executive compensation program and the positions to be benchmarked, including organization charts, position descriptions, current total compensation, and other relevant data; reviewed last year’s peer group to determine if the included companies continue to be appropriate and if any additional companies should be considered for inclusion; • reviewed last year’s peer group to determine if the included companies continue to be appropriate and if any additional companies should be considered for inclusion, or removed from the peer group due to a merger, acquisition, etc.; collected and analyzed compensation data from the most recent proxy filings of the peer group and summarized the market pay data and compared Hecla’s executive compensation levels to the peer group proxies; • collected and analyzed compensation data from the most recent proxy filings of the peer group and summarized the market pay data and compared Hecla’s executive compensation levels to the peer group proxies; analyzed the year-over-year change in compensation levels for Hecla compared to each market data source; • analyzed the year-over-year change in compensation levels for Hecla compared to each market data source; analyzed Hecla’s long-term incentive and equity practices compared to peers; • analyzed Hecla’s long-term incentive and equity practices compared to peers; prepared a report to the committee summarizing the methodology used and findings; and • prepared a report to the committee summarizing the methodology used and findings; and assisted the committee in meeting its obligation to issue a Compensation Committee Report recommending inclusion of the CD&A in the Proxy Statement. • assisted the committee in meeting its obligation to issue a Compensation Committee Report recommending inclusion of the CD&A in the Proxy Statement. In June 2021,2023, Hecla’s human resources department presented its competitive analysis findings and recommendations to the committee. The competitive analysis provided detailed comparative data for each executive officer position and assessed each component of pay, including base salary, short- and long-term incentives and total target compensation, as well as the mix of compensation among these pay elements.elements across the Company’s peer group. The committee compared this information to the executives’ compensation by similarity of position. The committee also reviewed the Company’s performance and carefully evaluated each executive’s performance during the year against established goals, leadership qualities, operational performance, business responsibilities, career with Hecla, current compensation arrangements and long-term potential. 46 | 2024 Proxy Statement Role of Management. The committee considers input from the CEO in making determinations regarding our executive compensation program and the individual compensation of each NEO (other than the CEO). As part of our annual review process, the CEO reviews the performance of the other NEOs and their contribution to the overall performance of the Company. Approximately mid-year, the CEO presents recommendations to the committee regarding base salary adjustments, target STIP awards, stock-based grants, and LTIP unit grants, based on a thorough analysis of relevant market compensation data comparing Hecla with an applicable peer group within the mining industry. The CEO and Sr.Senior Vice President – CAOChief Administrative Officer also make recommendations to the committee regarding the Company’s short-term quantitative and qualitative goals, and long-term goals for the NEOs (other than the CEO), as well as recommendations regarding the participation in the Company’s stock-based compensation plans and amendments to the plans, as necessary. Compensation Philosophy and Objectives Management and the Board recognize that the mining industry is cyclical, influenced by market factors, and can include wide swings in the prices for precious metals, which are beyond our management’s control, andthat can significantly influence our profitability and share price. Further, we operate in a competitive and challenging industry, and the supply of mining executives is very limited, particularly in the United States. As a result, having a viable compensation strategy is critical to our success. We expect top-level performance from our executive management team even during downturns in our industry and during periods of Company expansion. Accordingly, the criteria that the committee has established for our performance-based awards have sometimes been veryparticularly challenging to achieve. Nevertheless, even in years for which we have incurred a net loss, we have often performed better than most of our industry peers in key respects (e.g., reserves and resources). The committee considers this and other factors in evaluating discretionary awards. Our compensation philosophy is to pay our NEOs competitive levels of compensation that best reflect their individual responsibilities and contributions to the Company, while providing incentives to achieve our business and financial objectives. While comparisons to compensation levels at companies in our peer group are helpful in assessing the overall competitiveness of our compensation program, we believe that our executive compensation program must also be internally consistent and equitable for the Company to achieve our corporate objectives. The pay-for-performance philosophy of our executive compensation programs described in this Proxy Statement plays a significant role in our ability to produce strong operating, exploration, strategic, and financial results. It enables us to attract and retain a highly experienced and successful team to manage our business. The programs strongly support our business objectives and are aligned with the value provided to our shareholders. Further, as 2022 Proxy Statement    39 Compensation Discussion and Analysis an executive’s level of responsibility within our organization increases, so does the percentage of total compensation that we link to performance – through the short- and long-term incentive programs, as well as share price performance. In setting policies and practices regarding compensation, the guiding philosophy of the committee is to:   • have compensation that is primarily at-risk and based on strategic objectives and tactical activities; have compensation that is primarily at-risk and based on strategic objectives and tactical activities; and • acquire, retain, and motivate talented executives; and acquire, retain, and motivate talented executives. • total direct compensation is set within a competitive range of our peer group to ensure that it is appropriate and is aligned with the level of position, experience, skills, and performance of the executive. The committee believes that a mix of both cash and equity incentives is appropriate, as cash incentives reward executives for achieving both short- and long-term quantitative and qualitative goals, while equity incentives align the interests of our executives with those of our shareholders. In determining the amount of the cash and equity incentives, the committee considers each officer’s total compensation on both a short- and long-term basis to assess the retention and incentive value of their overall compensation. We also maintain (or avoid) the following pay practices that we believe enhance our pay-for-performance philosophy and further align our NEOs’ interests with those of shareholders: We DO Have thesePay for Performance – Best Practices   our shareholders have the opportunity annually to cast an advisory vote on our executive compensation; incentive award metrics that are generally objective and tied to Company performance; 78.6% of CEO’s and 73.5% of the other NEOs’ pay is at risk; 63.4% of total compensation for the CEO is performance-based; 57.7% of total compensation for the other NEOs is performance-based; •   our shareholders have the opportunity annually to cast an advisory vote on our executive compensation; • the compensation of identified peer companies based on industry and size criteria is considered to ensure that pay levels and program design for the NEOs are appropriate and competitive; 2024 Proxy Statement | 47 • incentive awards are heavily dependent upon our stock performance and are measured against objective financial metrics; • the majority of total direct compensation for executives is performance-based as well as equity-based to align executives’ rewards with sustained shareholder value; • total direct compensation is set within a competitive range of our peer group to ensure it is appropriate and aligned with the level of position, experience, skills, and performance of the executive; • actual realized total direct compensation and pay positioning are designed to fluctuate with, and be commensurate with, actual annual and long-term performance, recognizing company-wide and individual results; •   we grant PSUPSUs that have value based on how our TSR ranksrank within our selected peer group and have no value if the share performance does not achieve the 5025th percentile in the peer group; rigorous stock ownership requirements for our executive officers and directors; • robust stock ownership requirements for our executive officers and directors; our change in control agreements contain double trigger payments and upon a change of control, contain no excise tax gross up provision; • our change in control agreements contain a double trigger provision and upon a change of control there is no excise tax gross up; 100% of the CEO’s STIP compensation is tied solely to Company performance; • time-based equity awards vest over a three-year period to promote retention; time-based equity awards that generally vest over a three-year period to promote retention; • our Insider Trading Policy provides that directors and officers are prohibited from hedging or pledging any securities of the Company; equity awards that are performance-based depend on relative share performance (as well as certain time-based service requirements); • each of the Company’s incentive plans (STIP, LTIP, KEDCP, and 2010 Stock Plan) have clawback provisions; our Insider Trading Policy provides that directors and officers are prohibited from hedging or pledging any securities of the Company; • our NEOs, including our CEO, generally must remain employed with the Company through the payment date of their short- and long-term awards, or the awards are forfeited, except in the cases of death, disability, or in some cases retirement; each of the Company’s incentive plans (STIP, LTIP, KEDCP, and 2010 Stock Plan) have clawback provisions; • our Insider Trading Policy prohibits all directors, executive officers, and certain other employees from purchasing or selling any Company securities three weeks before through two days after the public release of any of our periodic results, or at any other time during the year while in possession of material non-public information about the Company; our NEOs, including our CEO, generally must remain employed with the Company through the payment date of their short- and long-term awards, or the awards are forfeited, except in the cases of death, disability, or in some cases retirement; and • compensation programs designed to discourage unnecessary or imprudent risk taking; our Insider Trading Policy prohibits all directors, executive officers, and certain other employees from purchasing or selling any Company securities three weeks before through two days after the public release of any of our periodic results, or at any other time during the year while in possession of material non-public information about the Company. • caps on performance-based cash and equity incentive compensation; and We DO NOT Have these • annual review and approval of executive compensation strategy. Compensation Program – Best Practices   ו Repricing of stock options;we conduct an annual shareholder outreach program and use that input when considering our program decisions and pay practices; ו Perquisites;we disclose our corporate performance goals and achievements relative to these goals; ו Excise tax gross-ups;we devote considerable time to management succession planning and leadership development efforts; • we have a clawback policy that enables the Board to recoup compensation in the event of a financial restatement or misconduct, which mitigates compensation-related risk and complies with applicable SEC rules and NYSE listing standards. See “Clawback Policy” on page 62 for additional information; • we maintain robust stock ownership guidelines for executive officers and non-management directors. See “Non-Management Director Stock Ownership Guidelines” on page 34, and “Stock Ownership Guidelines for NEOs” on page 61 for additional information; • we prohibit our executive officers and all non-management directors, from engaging in any form of hedging transaction involving Hecla securities, holding Hecla securities in margin accounts and pledging stock as collateral for loans in a manner that could create compensation-related risk for the Company; and ו Single-trigger change in control arrangements.we do not provide excise tax gross ups.   40     www.hecla-mining.com   Compensation Discussion and Analysis   48 | 2024 Proxy Statement Elements of Total Compensation We have a multifaceted compensation program. For the year ended December 31, 2021,2023, our executive compensation program consisted of the following elements:   Pay Element   MetricsPAY ELEMENT METRICS / ObjectiveOBJECTIVES     Base Salary   Objective:Provide a fixed level of cash compensation for performing day-to-day responsibilities. Key Feature:Designed to be at approximatelybelow the 50th50th percentile. Terms:Paid semi-monthly. Incentive Pay     STIP   Short-Term Incentive Pay(STIP) Objective: Focus executives on achieving the Company’s short-term goals, and the performance steps necessary to achieve longer-term objectives. Key Features:The Company’s STIP pool is targeted at a fixed percentage of all salaried employees’ targeted STIP award, but the actual bonus pool is based on achievement of Company goals. Some goals are quantitative, such as EBITDA, production, and AIFR, while others are qualitative and reflect strategic objectives and tactical activities. Many qualitative goals have quantitative components, such as “increase“improve mill recovery by 2.5%X%.” Weighting of the corporate performance is targeted at 50%55% quantitative corporate performance goals, 25%30% qualitative, and 25%15% that is determined at the discretion of the committee. Except for the CEO, executive incentive pay is based on a combination of corporate and individual performance. Terms: Determined by the committee and paid in a single payment following the performance period. Awarded in the first half of each year. Designed to be awarded in cash but may be paid in equity (in full or part). Any NEO receiving a STIP award must be employed with the Company at the time of payment, except for a termination due to death or disability, or their award is forfeited. If the participant meets these age and years of service requirements, their prorated portion for outstanding plan periods will be paid after the completion of those plan periods.   LTIP Long-Term Incentive Pay(LTIP)   Objective:Focus executives on longer-term value creation as determined by the specific targets of the plan. Key Features: Based on corporate goals achieved over a three-year performance period. A new three-year performance period begins each calendar year and performance units are granted in the first half of each year. Each three-year plan identifies key long-term objectives that are expected to create long-term value for shareholders such as increasing reserves and production, generating cash flow and shareholder returns. Terms:Determined by the committee and paid in a single payment following the three-year performance period. Awarded in the first half of each year. Designed to be awarded in cash but may be paid in equity (in full or part). Any NEO receiving a LTIP award must be employed with the Company at the time of payment, or their award is forfeited, except in the cases of death, disability, or in some cases retirement. At the time of an employee’s retirement, in order to receive any LTIP award that otherwise becomes payable, the employee must at least be age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have seven or more years of service with the Company; or (iii) 68. If the participant meets these age and years of service requirements, their prorated portion for outstanding plan periods will be paid after the completion of those plan periods.   2022 Proxy Statement    41 Compensation Discussion and Analysis Pay Element   Metrics / Objective Equity       RSUs   RSUs Objective:Align management’s interests with those of shareholders and provide incentive for NEOs to remain with the Company for the long term. Key Features:RSU awards are denominated in sharescurrency value and delivered in stockshares with a vesting schedule of three years for NEOs. Terms:RSUs are granted between May and August of each year. If a NEO leaves the Company for any reason, other than death, disability, or in some cases retirement, before the vesting date, they will forfeit their RSUs. Also, ifIf a NEO retires before their RSUs have vested, they must meet certain requirements in order for their RSUs to continue to vest based on the applicable vesting schedule. At the time of an employee’s retirement, in order to receive any unvested RSUs, the employee must at least be age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have seven or more years of service with the Company; or (iii) 68.     PSUs   Objective:Provide incentive for NEOs to remain with the Company for the long term and to align the NEO’s interests with those of shareholders. Key Features:PSUs realize more value the higher the TSR ranks within the selected peer group and have no value if the share performance falls below the 5025th percentile among the peer group. Terms:PSUs are granted to the NEOs in the second quarter of each year and are based on a three-year TSR. If a NEO leaves the Company for any reason, other than death, disability, or in some cases retirement, before the vesting date, they will forfeit their PSUs. Also, ifIf a NEO retires before theirhis or her PSUs have vested, theyhe or she must meet certain requirements in order for their PSUs to continue to vest based on the applicable vesting schedule. At the time of an employee’s retirement, in order to receive any unvested PSUs, the employee must at least be age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have seven or more years of service with the Company; or (iii) 68.     2024 Proxy Statement | 49 PAY ELEMENT METRICS / OBJECTIVES   KEDCP   Objective:Increased exposure to the Company to the extent deferred compensation is tied to the value of Hecla stock, while also providing a tax deferral opportunity and encouraging financial planning. Key Features:Allows for the voluntary deferral of base salary, STIP pay, LTIP pay and equity award payouts. Terms:Employee must make election in the previous year to defer in the coming year.           Benefits   Objective:Attract and retain highly qualified executives. Key Features:Participation in retirement plans, partial company-paid health, dental and vision insurance, life insurance, and accidental death and dismemberment insurance. Terms:Same terms for all U.S.-based executives. Non-U.S. executives receive similar benefits. TotalTargeted Compensation Mix Our executive compensation program – composed primarily of base salary, short- and long-term incentives, and equity awards – is intended to align the interests of our NEOs with the long-term interests of our shareholders. The program is designed to accomplish this by rewarding performance that results in an increase in the value of our shareholders’ investment in Hecla. We believe the proportion of at-risk, performance-based compensation should comprise a significant portion of executive pay. 2023 Target Compensation Structure The following table lists total 2023 target compensation for the NEOs. NEO    Base Salary ($)      STIP Target Award ($)      LTIP Target Award ($)      Equity(1) ($)      Total ($)   Baker      825,000        1,031,250        990,000        1,430,000        4,276,250   Lawlar      379,500        379,500        362,250        373,750        1,495,000   Clary      345,000        345,000        341,550        345,000        1,376,550   Brown      330,000        231,000        311,850        313,500        1,186,350   Sienko      315,000        220,500        297,810        299,115        1,132,425   Roberts      483,000        483,000        517,500        575,000        2,058,500   (1) Consists of the target values for RSUs and PSUs as follows: NEO    RSUs ($)      PSUs ($)      Total Equity Award Value ($)   Baker      715,000        715,000        1,430,000   Lawlar      224,225        149,525        373,750   Clary      207,000        138,000        345,000   Brown      187,000        126,500        313,500   Sienko      178,515        120,600        299,115   Roberts      345,000        230,000        575,000   (2) Number of shares awarded is determined by dividing the value of the RSUs and PSUs awarded by the closing price of our common stock on the NYSE on June 21, 2023 ($5.05). 50 | 2024 Proxy Statement Total Compensation Mix The mix of compensation for our CEO and other NEOs, which we believe is similar to our peer group, is shown below. CEO Mix of Target Pay 42     www.hecla-mining.com Compensation Discussion and Analysis Other NEO Mix of Target Pay 2021 Target Compensation Structure. The following table lists total 2021 target compensation for the NEOs. NEO    Base Salary ($)      STIP Target Award ($)      LTIP Target Award ($)      Equity(1) ($)      Total ($)   Baker      700,000        770,000        810,000        1,000,000        3,280,000   Lawlar      265,000        185,500        270,000        280,000        1,000,500   Roberts      380,000        380,000        360,000        375,000        1,495,000   Brown      264,000        184,800        270,000        265,000        983,800   Sienko      265,000        185,500        270,000        250,000        970,500   Hall*      --        --        --        --        --   * Retired in March 2021 (1) Consists of the target values for RSUs and PSUs as follows: NEO    RSUs ($)    PSUs ($)    Total Equity   Award Value ($) Baker        500,000        500,000        1,000,000 Lawlar        170,000        110,000        280,000 Roberts        225,000        150,000        375,000 Brown        160,000        105,000        265,000 Sienko        150,000        100,000        250,000 Hall        --        --        -- Individual base salaries and STIP targets for the NEOs are based on the scope of each NEO’s responsibilities, individual performance, and market data. At the beginning of each year, we also define the key strategic objectives each NEO is expected to achieve during that year, which are evaluated and approved by the committee. Overview of our Compensation Decisions and Results for 20212023 Summary In 2021:2023:   base salaries of our NEOs were unchanged, except for our CEO, who received a 10.2% increase; the assessment of our STIP corporate performance was 115% of target with quantitative factors contributing 31% (target of 50%), qualitative factors contributing 34% (target of 25%) and discretionary factors contributing 50% (target of 25%); the 2019-2021 LTIP resulted in no payout to the NEOs; and •   for base salaries of our NEOs were increased an average of 11.6% in response to our peer group analysis; • the 2019-2021 period, shareassessment of our STIP corporate performance was 80% of target with quantitative factors contributing 17% (target of 55%), qualitative factors contributing 38% (target of 30%) and discretionary factors contributing 25% (target of 15%); • the 2021-2023 LTIP resulted in a payout to the NEOs of $56.25 per unit compared to a target of $90 per unit, or 63% of target; and • PSU performance against the compensation peer group achieved above target results anddue to our TSR ranked second highestranking of 6th among the 1221 peers in our group. Asgroup for the 2021-2023 period earning a result,135% multiple. However, absolute TSR was negative, so the PSUs awarded in 2019 were issuedmultiple is limited to our NEOs.100%. See 2019-20212021-2023 PSU Results on page 5260 for further information. Base Salary Design. The committee targets NEO base salaries at approximatelyto be below the 50th percentile among Hecla’s peer group. An individual NEO’s base salary may be set above or below this range for that particular position, depending on the committee’s subjective assessment of the individual NEO’s experience, recent performance and expected future contribution, retention concerns, and the recommendation of our CEO (other than for himself). The committee does not use any type ofa quantitative formula to determine the base salary levellevels of any of the NEOs. The committee reviews NEO salaries at least annually as part of its overall competitive market assessment, as previously described. Typically, the committee makes annual salary adjustments in the middle of each calendar year, effective for the 12-month period from July 1 to June 30. 2022 Proxy Statement    43 Compensation Discussion and Analysis Analysis and Decision. In June 2021,2023, the committee reviewed an analysis prepared by the Sr. Vice President – CAO. Except for Mr. Lawlar, dueCompany’s human resources department. The Committee adjusted each of the NEOs’ compensation (increases from 5% to his promotion15%) to Sr. Vice President and CFO in March 2021, and Mr. Baker, the NEO base salaries were not adjusted in 2021. Mr. Baker’s base salary was increased by 10.2% to bring his base salarybetter align their compensation levels to the 50th percentile.current peer group medians for 2023. 2024 Proxy Statement | 51 The following table shows annual base salaries for all NEOs from July 1, 20202022 through December 31, 2021:2023: Base Salary for NEOs July 1, 20202022 through December 31, 20212023   NEO    7/1/20 thru 6/30/2021 Salary ($)      7/1/2021 thru   12/31/2021   Salary   ($)      7/1/22 thru 6/30/2023 Salary ($)      7/1/2023 thru  12/31/2023 Salary ($)   Baker      635,000        700,000    Baker Baker Baker      750,000        825,000   Lawlar(1)      170,000        265,000 Lawlar Lawlar Lawlar Lawlar      330,000        379,500   Roberts      380,000        380,000   Clary Clary Clary Clary      300,000        345,000   Brown Brown Brown Brown      264,000        264,000        300,000        330,000   Sienko      265,000        265,000   Sienko Sienko Sienko      300,000        315,000   Hall(2)      380,000        --   Roberts* Roberts* Roberts* Roberts*      420,000        483,000   (1) Prior to Mr. Lawlar’s promotion from Treasurer to Sr. Vice President & CFO in March 2021, his base salary was $170,000. Upon his appointment as Sr. Vice President and CFO, on March 1, 2021, his base salary was increased to $265,000. (2)* Mr. HallRoberts retired in March 2021.from the Company on December 15, 2023. Incentive Plans STIP Consistent with Hecla’s pay-for-performance philosophy, substantially all salaried employees, including our NEOs, are eligible to participate in the STIP. Early in the year,In February 2023, the committee approvesreviewed and approved the proposed 2023 STIP goals. In February 2024, the committee reviewed the Company’s 2023 performance, and approved a companywide STIP pool that is available for payment to salaried employees, includingbased on the NEOs, the amount of which is based in part on Company performance during the year.performance. Target Opportunities. Each NEO has a target STIP award expressed as a percentage of base salary. The target award is determined based on the following: market assessmentsanalysis and the committee’s market positioning policy;assessment; the individual NEO’s organization level, scope of responsibility and ability to impact Hecla’s overall performance; and internal equity among the NEOs. Actual awards are paid after the end of eachthe STIP performance period (usually end of March or beginning of April) and can range from 0% to 200% of the target awards, based on the committee’s assessment of ourthe Company’s actual performance and the achievement of an individual NEO’s goals. Having a limit on our STIP awards reduces the likelihood of windfalls to executives and encourages financial discipline. It is also competitiveconsistent with typical peer group practice. For 2021,2023, target STIP award opportunities for the NEOs were as follows:   NEO    Target STIP (% of base salary)   Phillips S. Baker Jr.      110125 % Lawlar      100 %  Clary 100 %  Russell D. LawlarBrown      70 % Sienko      70 %  Lauren M. RobertsRoberts*      100 %   Robert D. Brown 70 % David C. Sienko 70 % Lindsay A. Hall* 0 % * Retired in March 2021Mr. Roberts retired from the Company on December 15, 2023. Performance Measures and Components. Our management develops proposed targets and goals for each Company performance measure based on a variety of factors, including historical corporate performance, internal budgets, forecasts and growth targets, market expectations and strategic objectives. The committee reviews the targets 44     www.hecla-mining.com Compensation Discussion and Analysis and goals, and then creates a performance-based compensation strategy consistent with shareholder interests. The committee also believes that incentive compensation targets should be established to drive real and sustainable improvements in operating performance and the strategic position of the Company. 52 | 2024 Proxy Statement The STIP includes the following components and relative weights:   • quantitative corporate performance factors (measured from January to December) comprising 55% of the targeted award; quantitative corporate performance factors (measured from January to December) comprising 50% of the targeted award; • qualitative goals (measured from February 2023 to February 2024) comprising 30% of the targeted award; and qualitative goals (measured from February 2021 to February 2022) comprising 25% of the targeted award; and a discretionary factor (measured from February 2021 to February 2022) as determined by the committee comprising 25% of the targeted award. • a discretionary factor (measured from February 2023 to February 2024) as determined by the committee comprising 15% of the targeted award. Each component can achieve two times the target percentage, with the maximum total payout limited to two times the total target award level (200%). Quantitative Corporate Performance Factors. For 2021,2023, the quantitative corporate performance factors under the STIP were divided into four factors (including weighting): production (20%), Adjusted EBITDA less capital (20%), AIFR reduction (5%Exploration (10%), and energy use intensity reductionESG (5%). The quantitative goals comprise 55% of the targeted STIP and can reach a maximum of 110%. 20212023 Production Metrics   2021 Production in Silver Equivalent Ounces (includes all metals)        Production Result           Factor Value       110%        Maximum        40 %           100%        Target        20 %           <96%                   0 %              Production Result 2023 Production in Silver Equivalent Ounces (includes all metals) Factor Value  50M Maximum 40 %  47.5M Target 20 %  <42.75M Minimum 0 %  The production factor converts gold, lead, and zinc to silver equivalent at ratios of 78.082.5 oz. silver to 1 oz. gold, 23.0 lb.22 lbs. lead, and 14.0 lb.17 lbs. of zinc. We exceeded the budgeted production in gold, but fell slightly behind in silver, lead, and zinc. The combined metal production results were approximately 98% of budget. We converted gold, lead, and zinc to equivalent silver ounces at year-end budgeted actual prices. The 2021 production goals resulted in 98%Partially because of the target level,fire at the Lucky Friday mine, fires in Quebec, and weather events at Greens Creek, the combined metal production results were approximately 79% of budget. Our 2023 production fell below the minimum at 37.4 AgEq ounces and resulted in a factor value of 9.8%0%. 20212023 Adjusted EBITDA Less Capital Metrics      Factor Value $250 mm          Maximum Factor Value  $130M Maximum        40 % $70M      Target 20 %  $160 mm55M      Target 20 % <$80 mm Minimum        0 % The Adjusted EBITDA less capital goal measures the cash generation of the Company. The Adjusted EBITDA less capital target was $160 million.$70 million8(6) Maximum payout would have been achieved if Adjusted EBITDA less capital was at least $250$130 million. There would have been no payout if For the same reasons as production and less contribution from Keno Hill, Adjusted EBITDA was less than threshold. Adjusted EBITDA less capital was less than $80 million. Actual adjusted EBITDA less capital was $164.9($31) million, which is between targetbelow the minimum and maximum levels. The Adjusted EBITDA less capital metric resulted in a 21.1% factor value.value of 0%. AIFR MetricExploration Metrics The 2023 exploration program was a two-part goal: (1) adding reserves (5%), and (2) adding resources (5%). Minimum was set at maintaining reserves at Greens Creek and Keno Hill and maintaining resources across the Company. Target was set at maintaining reserves across the Company and adding 10M AgEq ounces to resources. Maximum was set at adding 15M AgEq ounces to reserves, and 20M AgEq ounces to resources. During 2023, our reserves decreased 34.5M AgEq ounces, and we added 95M AgEq ounces to resources. We achieved threshold in reserves but were below target at 4%. However, we exceeded the maximum for additional resources, which resulted in 2X target or 10%. The combined exploration factor was 14%.   AIFR Result             Factor Value           5%      Maximum        10 %          2.5%      Target        5 %          <0%         0 %      8(6)  Adjusted EBITDA less capital is a non-GAAP measurement. See Appendix A for a reconciliation to GAAP.   2022 Proxy Statement    45   Compensation Discussion and Analysis   2024 Proxy Statement | 53 ESG Metrics AIFR The AIFR target wasfinal quantitative goals are related to ESG metrics with three components. The first is a 2.5% reduction from the 2020 AIFR. Thresholdsafety goal which was set at the 2020 ratea 2% reduction from our 3-year trailing average, or an AIFR of 1.22. 1.274%. Our year-end 2023 3-year trailing average was 1.30. Threshold, Target, and Maximum rates were 1.30 (0% reduction), 1.274 (2% reduction), and 1.25 (4% reduction), respectively. Hecla’s actual AIFR for 20212023 was 1.45%1.45, which was an increase of 11.5% and resulted in a factor value of 0%.  Reduction in AIFR            Factor Value     5%           Maximum        7.5 %  2.5%           Target        3.75 %  0%             Minimum        0 %  Increase in ESG Scores The purpose of this goal was to maintain or improve the ESG scores as provided by Sustainalytics. Target was set at maintaining our 2022 decile ranking as compared to our industry subgroup. An increase of one decile would result in the maximum payout. Failing to maintain our existing decile ranking would result in zero payout. We maintained our decile among peers in the industry subgroup, which resulted in a factor value of 1.5%.  ESG Score Improvement Factor Value   Lowest Decile Maximum 3 %  Lowest Quartile Target 1.5 %  Below Median Minimum 0 %  Diversity of Management and Professional Staff The purpose of this goal is to increase the ratio of women leaders within our management and senior professional staff. An increase of 5% was established as target and would result in a factor value of 1.5%, and an increase of 10% would be the maximum, or a factor value of 3%. The minimum was set at no increase and would result in a zero payout. In 2023, we increased our ratio of women to men professionals by 4.93%, which resulted in a factor value of 0%1.5%. Energy Usage Intensity   Reduction in Energy Use Intensity           Factor Value       4%        Maximum        10 %           2%        Target        5 %           <0%             0 %       Increase in Diversity                 Factor Value     10%            Maximum        3 %  5%            Target        1.5 %  0%            Minimum        0 %  This goal incentivizes the Company to reduce the amount of energy used to produce an equivalent ounce of silver. Threshold was set at a flat rate from 2020, and target was set at a 2% reduction. The 2021 energy use intensity increased by 3%, which resulted in a factor value of 0%. Qualitative Corporate Performance Factors. In addition to quantitative corporate performance factors, our STIP has a component that is based on qualitative goals relating not only to Hecla as a whole, but also to each NEO. This component is targeted to account for 25%30% of the totaloverall potential STIP award but can account for 0% to 50%60% of the target award. Qualitative objectives for NEOs are over onetwo hundred initiatives and tasks related to most aspects of Hecla’s business including, but not limited to: (i) safety and health, (ii) environmental, tailings, and permitting, (iii) technology and innovation,sustainability, (iv) continuous improvement,technical services, (v) operations, (vi) finance/financial/treasury/accounting/IT,tax, (vii) employee development,investor relations, (viii) human resources, (ix) information technology, (x) internal affairs, (xi) governmental affairs, (xii) closed operations, (xiii) mine life extension, exploration, and reserve growth, (ix) investor relations, (x) sustainability,(xiv) corporate development, (xv) legal, and (xi) legal.(xvi) board. We met or exceededA majority of the qualitative goals were reached, but more importantly, many of the key qualitativestrategic operational goals and made substantial progress towards others in 2021. were successful. The committee assessed qualitative performance at 34%38%. The committee based its assessment on more than atwo hundred goals and initiatives, and the following are some of the goals that were achieved:   • Greens Creek successfully reduced power costs; • Greens Creek substantially reduced dust from the tailings facility; secured control of additional priority lands near the Lucky Friday Mine; developed a plan to address bottlenecks in the Lucky Friday Mine concentrator to utilize available grinding capacity; modernized the Lucky Friday Mine underground bonus system with the use of the UCB mining method; significantly improved the long-range plan at the Lucky Friday Mine; 54 | 2024 Proxy Statement • Completed the acquisition of ATAC Resources that has significant gold resources; 1.5 million tons milled, and produced 134,511 gold ounces at our Casa Berardi Mine; • Casa Berardi successfully insourced much of the surface mining at a lower cost than originally planned; commenced the Hecla Leadership Program; • Casa Berardi changed the drill and blast contract saving $13 million over three years; and resolved multiple litigation matters; • Investor relations program resulted in 8 of 10 analysts having buys with 2 holds. replaced production and added an additional 20 million equivalent silver ounces; saved $1 million in property insurance costs; and underground mine life at the Casa Berardi Mine was extended in the long-range plan to 2027. Discretionary FactorFactors. The final component of our STIP is at the discretion of the committee (based on Company and individual performance) and it is targeted to account for 25%15% of the total STIP award but can account for 0% to 50%30% of the target award. For 2021,2023, the committee determined the discretionary factor performance value to be at 50%25%. The committee based its assessment primarily on the following significant performance results by Hecla in 2021:2023:   •   recorded second highest free cash flow in Hecla’s historyfollowing the impoundment failure at $111.3 million;9 returned a total of $20.7 million in dividends to our common and preferred shareholders; achieved net zero Scope 1 and Scope 2 emissions; had income and mining tax benefit of $29.6 million, driven primarily by recognizing the value from deferred tax assets; reduced a component of the concentrate treatment costs at the Lucky Friday Mine from $25/ton to $3/ton over the next 3 years ($11 million savings in the long-range plan); achieved strong vaccination rates at Greens Creek, Casa Berardi, and San Sebastian; achieved significant progress in ESG reporting; reduced enterprise risk regarding Lucky Friday concentrate sales; increased engagement with analysts and investors; recovered approximately $800,000 in insurance proceeds related to Johnny M litigation; Casa Berardi Mine improved employee satisfaction and retention; established the Hecla Environmental Science Endowment at the University of Alaska Southeast; reduced our energy consumption/total kWh/tons milled by 16% from 2020; 9 A non-GAAP measurement. See Appendix A for reconciliationour Casa Berardi mine, management recognized the operating plan was not achievable and immediately initiated a program to GAAP.change the plan that was well implemented;   • the team from our Lucky Friday mine and corporate have exceeded expectations of effort and results with a significantly safer operation, improved production, and a platform for success in 2024 and beyond at our Keno Hill Mine; 46     www.hecla-mining.com • following the fire at the Lucky Friday mine, the reconstruction was managed well, and the mine was brought back into production in January 2024; • generated $75.5 million in net cash provided by operating activities; • our Keno Hill Mine produced 1.5 million ounces of silver, with the Bermingham deposit achieving the highest mined tonnage in December, while initiating a safety action plan to build a strong operational foundation at the mine; • developed an improved process of reviewing reserves during the year; • at all sites, deployed Cynet Extended Detection Response platform to monitor network and endpoint activity; • conducted National Institute of Science and Technology cybersecurity self-score evaluation, which set the stage for the 2024 cybersecurity roadmap; • successfully managed high gold grade in silver concentrate, and exportation of Keno Hill concentrate; • created Absolute Humidity Forecast dashboard to reduce dust events at Greens Creek; • received a patent for our UCB mining method; and • insurance proceeds obtained for the Lucky Friday shaft fire. Summary of 2023 STIP Results In summary, 2023 was a difficult year for Hecla, due in large part to two abnormal events that occurred that were largely outside of Hecla’s control. The first event was the failure of the impoundment at Casa Berardi, and the second was the fire that occurred in the #2 shaft at our Lucky Friday mine. The impoundment failure contributed to the earlier than planned closure of the East mine, which significantly impacted gold production, and increased costs. Casa Berardi used the event to make some positive operational changes to improve efficiency at the mine, but regardless, the event precluded Casa Berardi from achieving its 2023 budgeted production and operating cash flow. Through the first six months of the year, the Lucky Friday mine performed very well. However, the shaft fire caused a shutdown of production for the second half of the year and resulted in elevated costs and lower than budgeted silver production. The Lucky Friday mine fell below target in both production and operating cash flow in 2023.   Compensation Discussion and Analysis   prepared 2024 Proxy Statement | 55 In addition to these two events, our Keno Hill mine did not achieve budget levels for production or cash flow, and the Technical Report Summariessafety performance was unacceptable. Changes to mine management were made in December, and operating results are improving, but overall performance for 2023 was below expectations. Our Greens Creek mine performed well over the course of 2023. Both Greens Creek and Lucky Friday and Casa Berardi mines; transitioned responsibility for Nevada accounting to corporate office; identified a program in which the Quebec government will offset a portion of the cost of some projects through a discount to the hydropower cost; and diversified risk regarding our bank counterparty for bullion purchases. 2021 STIP Measure Resultshad excellent safety results during 2023.   2023 STIP Results    Performance Value   Quantitative    Production 10 %* Adjusted EBITDA less capital 21 %* AIFR      0 % Energy Use IntensityAdjusted EBITDA less capital      0 % QualitativeExploration      3414 % DiscretionaryEnvironmental, Social & Governance      503 % •   AIFR (0%)    Total Performance Value•   Increase in ESG Scores (1.5%) •   Diversity of Management and Professional Staff (1.5%) Qualitative      11538 % Discretionary      25 %  Total Performance Value * Rounded to nearest whole number 80 %  NEO Year-end 2021 2023 Individual Performance. The STIP qualitative, quantitative, and discretionary factors resulted in a corporate performance that the committee concluded to be 115%80% of target. NEOs’ performance is based on a combination of corporate performance, individual goals, and the impact they have on shareholder value. The committee believes that our NEOs’ performance goals should support and help achieve the Company’s strategic objectives and be tied to their areas of responsibility. Individual performance goals for each NEO, except the CEO, were proposed by the CEO and reviewed and approved by the committee. After the end of the year, our CEO reviews each of the other NEO’s progress against their individual performance goals and makes a recommendation to the committee. When making its award determinations, the committee did not assign a specific weighting to any of the individual’s goals, but instead reviewed each NEO’s progress against their individual goals in the aggregate. The following is a summary description of the performance goal results for each of the NEOs for 2021,2023, except our CEO, who is discussed separately on the following page.   Mr. Lawlar    Year-end 2021 2023 Performance Results •  managed the insurance program and successfully worked to obtain insurance proceeds related to the 2023 fire at the Lucky Friday mine; •  managed working capital and debt facilities during the investment at Keno Hill and 6-month shutdown at the Lucky Friday mine; and •  worked with management at mine sites to ensure concentrate quality was within customer specifications. Mr. Clary    Year-end 2023 Performance Results •  Instrumental in managing Hecla’s cash position;  improved network service and security at all operations; •  Improved terms  increased the ratio of Lucky Friday concentrate sales; •  Filling investor relations role; •  Managed budget optimization model upgrade;female to male professionals; and •  Led marketing effort for property insurance, resulting in $1 million in savings.  enhanced recruiting programs at targeted universities. Mr. RobertsBrown    Year-end 2021 2023 Performance Results    •  Successfully led a strong operating performance notwithstanding a tight labor market and ongoing challenges due to COVID-19; •  Advanced the UCB mining method; •  Improved tonnage rates and throughput at our Casa Berardi Mine; and •  Advanced innovation and capital projects at our operating properties. Mr. Brown Year-end 2021 Performance Results •  Negotiated ore processing agreements with third party mills; •  Facilitated  managed the acquisition of various mining interests;ATAC Resources in the Yukon, Canada; •  Instrumental  instrumental in developing and advancing our ESG program; and •  Successfully  successfully led the effort to achievemaintain net zero Scope 1 and Scope 2 emissions in 2021.CO2e emissions. Mr. Sienko    Year-end 2021 2023 Performance Results    •  Successfully  resolved multiple legalseveral regulator/litigation matters; •  Provided support  assisted in obtaining insurance proceeds; and •  assisted in obtaining a U.S. patent on contractual issues regarding capital projects; and •  Assisted with various regulatory, financial, and tax matters.the UCB mining method.   2022 Proxy Statement    47   Compensation Discussion and Analysis   56 | 2024 Proxy Statement CEO Year-end 2021 2023 Performance. Mr. Baker’s STIP is based entirely on corporate performance. Under Mr. Baker’s leadership in 2021,2023, we recordedovercame significant operational challenges. Hecla reported the second largest silver reserves, largest gold resource, and second highest silver production and revenues in our history despite the Lucky Friday mine losing five months of production due to a fire. An underground fire in an active mine is one of the most serious and potentially consequential challenges a mining company can face. Mr. Baker exhibited strong leadership during the event, combining both caution and urgency during extinguishment of the fire and subsequent rehabilitation of affected infrastructure. The mine returned to production in early January 2024. During 2023, our Greens Creek mine achieved record throughput and generated $157.3 million in cash flow from operations and free cash flow inof $121.6 million. At Keno Hill, Mr. Baker responded to unacceptable safety performance during mine ramp-up by instituting significant personnel changes to assure Hecla’s standard safety systems and practices were fully implemented. At Casa Berardi, results from the Company’s history, returnedinitial transition to surface-only mining operations are exceeding expectations. Outside of Hecla, Mr. Baker continued his contributions to the industry as Chairman of The Silver Institute, a totalnon-profit international industry association representing companies across the breadth of $20.7 million in dividends to our common and preferred shareholders, achieved net zero Scope 1 and Scope 2 emissions, improved operating performance at our mines, and increased ourthe silver equivalent ounce reserves. industry. The committee awarded Mr. Baker 115%90% of his targeted STIP award due to his leadership and the overall strong performance of the Company. The committee evaluated each NEO’s performance in managing their functions, the progress they made towards their individual goals and the Company’s goals as discussed above, andas well as the overall success of the Company in 2021.2023. The NEOs completed various goals during the year, andbut the overall performance of the Company exceeded expectations during 2021.2023. As a result, the committee determined each of the NEO’s performance under the STIP to be between 100%78% and 130%93% of target. 20212023 STIP Award Summary. Based on the assessment by the committee of the Company’s overall performance on both quantitative and qualitative measures, as well as relevant discretionary factors under the STIP, the committee determined Company performance to be at 115% of target. Set forth in the table below is each NEO’s target award and actual award, which was paid entirely in cash.cash or common stock at the election of the NEO.   Name    Base Salary ($)    Base Salary Factor (%)    Target STIP ($)    % to Target(1) (%)    Actual Award(2) ($) Phillips S. Baker, Jr.        700,000        110        770,000        115        885,500   Russell D. Lawlar        265,000        70        185,500        100        185,500 Lauren M. Roberts        380,000        100        380,000        110        418,000 Robert D. Brown        264,000        70        184,800        129        237,600 David C. Sienko        265,000        70        185,500        116        214,650 Lindsay A. Hall*        --        --        --        --        -- Name    Base Salary ($)      Base Salary Factor (%)      Target STIP ($)      % of Target(1) (%)      Cash Award(2) ($)      Shares Received in Lieu of Cash(3) (#)   Baker      825,000        125        1,031,250        90        928,125        —   Lawlar      379,500        100        379,500        80        303,600        68,378   Clary      345,000        100        345,000        85        293,250        —   Brown      330,000        70        231,000        92.86        214,500        48,311   Sienko      315,000        70        220,500        78.57        173,250        39,020   Roberts(4)      483,000        100        483,000        —        —        —   * Retired in March 2021. Upon his retirement, he forfeited any rights he may have had with respect to the 2021 STIP. (1) The percentages listed for each of the NEOs (other than Mr. Baker), generally include corporate achievement of goals and individual performance. (2) The amount reported in this column was paid in cash toor Hecla common stock, at the election of the NEO, and is included in the Summary Compensation Table for 20212023 on page 5767 under Non-Equity Incentive Plan Compensation. Messrs. Baker and Clary opted to take cash in lieu of common stock for their STIP awards. All other NEO’s took the common stock option. (3) Except for Messrs. Baker and Clary, all 2023 STIP awards were paid in Hecla common stock. Messrs. Baker and Clary elected to take the cash instead of common stock. The amount of shares was determined by dividing the cash value of the award by the closing price of the Company’s common stock on the NYSE on March 13, 2024 ($4.44). (4) Mr. Roberts retired on December 15, 2023, and was not eligible for the 2023 STIP. LTIP We use the LTIP to focus employees on meeting long-term (three-year) corporate performance goals. The LTIP is also designed to attract and retain employees in a highly competitive talent market.market for talent. The committee considers mining and general industry market practices, as well as the long-term objectives of the Company, when determining the terms and conditions of long-term incentive goals, such as resource additions, production, and cash flow generation. Under the LTIP, a new performance period begins each calendar year and runs for three years. The three-year performance period recognizes that some value-creating activities require a significant period of time to be implemented and for measurable results to accrue. Starting a new performance period each year also gives the committee flexibility to adjust for new business conditions, circumstances, or priorities in setting the performance metrics and goals for each three-year cycle. Performance units are assigned to each NEO at the beginning of each three-year period and provide the basis for the amount of awards made to each NEO under the LTIP. Performance units are designed to encourage management to deliver long-term value. Performance units reinforce Hecla’s 2024 Proxy Statement | 57 business strategy by clearly establishing our key performance elements (e.g., reserve growth, production growth, and cash flow) and the associated long-term performance objectives that must be met for us to be successful and create value for shareholders. Performance unitsLTIP awards are paid out in the first half of the year following the end of each performance period, upon approval by the committee. At the discretion of the committee, the payouts may be in the form of cash, common stock, or a combination of both. Summary of 2019-20212021-2023 LTIP. In February 2019,2021, the committee approved the 2019-20212021-2023 LTIP, which differed from prior period LTIPs inhas a few respects. First, the number of measured performance goals was reduced from four to three. Second, the total target value of each$90 per unit was reduced from $100 to $90 (i.e., eachand a maximum potential value of $525 per unit. The 2021-2023 LTIP consists of three performance goals, plus a TSR multiplier. Payout under the LTIP takes place in late March or early April of the three measured 48     www.hecla-mining.com Compensation Discussion and Analysis performance goals have a target of $30). Third,year following the TSR factor, which was previously a stand-alone unit value factor, was removed and converted to a multiplier with a value of 10% to 250% based on relative performance. The multiplier was capped at 100% ifthree-year LTIP period, upon approval by the absolute share return was negative.committee. The measured performance goals for the 2019-20212021-2023 LTIP were silver-equivalent reserve growth, production growth, and mine site operating cash flow (less capital).generation – as well as a positive or negative multiplier based on TSR. The committee concluded that these aregoals were important goals for the following reasons:   •   Silver equivalent reserve growth. Silver-equivalent reserve growth remains a fundamental value creator. We need to replace and add reserves to extend mine lives and grow production. This is critical to the achievement of our long-term success. In the context of this plan, reserves include the silver equivalent of gold but not base metals. Silver equivalent reserve and resource growth includesincluded gold converted to silver equivalent at a ratio of 78.0 silverone ounce of gold to 70.0 ounces to 1.0 gold ounce.of silver. •   Production growth. One of the most important components of value creation is demonstrable production growth (includes silver and gold, but not base metals). The gold to silver ratio is set at 70.0. In order to incentivize consistent and sustained production growth, the performance value will be reduced by 10% for any year, within the three-year LTIP period when the production for the current year is lower than the production for the prior year. •   Mine site operating cash flow less capital. The cash contribution goal takes into account capital expenditures at each of the mine sites.capital. We endeavor to ensure that each operating site generates free cash flow, and this net cash contribution goal reflects that operating philosophy. The silver and gold costs per ounce, production and capital expenditures at each mine site arewere those contained in our long-range plan for the three-year period. This goal also includes the impact associated with any acquisitions (or dispositions) of operating mine sites. TSR is a key element of the LTIP because it provides a relative performance metric to our peers. This component of the LTIP is different than the other components in that the TSR serves as a multiplier (either positive or negative). This component insures alignment of the results of the other components with share performance. If our relative TSR performance is in the mid-range (7 (9th – 914th), the multiplier is 100% of the value achieved by the other three components, and thus has no positive or negative affect on the unit value earned. If our relative TSR is in the top 6,8, the multiplier is positive, and thus would enhance the unit value because the relative TSR was strong. If our relative TSR is in the bottom 6,9, the multiplier is negative. Ifnegative and would reduce the relative TSR is inoverall value earned through the top 3, the TSR multiplier is 250%.three-unit value factors. Regardless of the unit value earned by the unit value factors, in the event the absolute TSR is negative, the multiplier is limited to no greater than 100%. of the value earned by the unit value factors. In order to achieve maximum levels, we must maintain a positive TSR on an absolute basis. The 2019-2021 peer group consists of the following companies: 2021-2023 LTIP Targets and Results   IAMGOLDMeasured Performance Goal    New Gold Target Amount    Alamos Gold Actual Amount Hochschild Mining Fresnillo First Majestic B2Gold Pan American Silver Oceana Gold Centerra Gold Silver Standard Detour Gold Coeur d’Alene Mines Endeavour Silver 2019-2021 LTIP Targets and Results Measured Performance Goal Target Amount Silver-equivalent reserve growth (includes only gold)    4 million AgEq    42033.0 million oz.AgEq Production growth    84 million AgEq    10878.0 million oz. (avg. of 36 million oz. per year)AgEq Mine site operating cash flow less capital    $775 million    $375($483) million TSR Median Above Median Because noneReserve Growth. During the first two years of the 2021-2023 Plan period, we had strong growth in the reserves, but experienced a decrease in reserves in the third year. In 2021, reserves increased 35M AgEq ounces, largely due to drilling results. In 2022, reserves grew 29M AgEq ounces primarily due to the acquisition of Keno Hill. In 2023, reserves decreased 30M AgEq ounces primarily due to operational changes at Casa Berardi. Over the three measured performance goal targets were achievedyears, we replaced both production (78M AgEq) and reserves losses and increased our total reserve by 33M AgEq ounces from the beginning balance. The reserve growth program added about 1 year of mine life. The additional 33 million AgEq ounces resulted in a payout of $56.25 per unit. 58 | 2024 Proxy Statement Production Growth. Production growth was largely on target during 2021 and 2022, but below target in 2023 due to the underperformance at Keno Hill, fire at Lucky Friday, and East Mine closure at Casa Berardi. The 3-year summary resulted in the production of 78 million AgEq or 7% below target. The unit value for the 2019-2021 performance period,production component was $0. Cash Flow. Cash flows for each unit received zero payout. This rendered the TSR elementyear of the three-year LTIP as inapplicable, even thoughperiod were far below threshold. The reason for the below threshold result was a combination of using fixed metals prices but actual expenditures during the LTIP period, under producing at Casa Berardi, Lucky Friday, and Keno Hill. The three-year mine site cash flow less capital was $483 million for the three-year period, but $292 million below target. The unit value for the cash flow component was $0. TSR. Hecla’s relative TSR over the three-year LTIP period ranked 18stth among the 1423 peer companies (inclusive of Hecla). and earned a 135% multiple. However, because the absolute TSR over the three-year period was negative, according to the terms of the Plan, the multiplier is capped at 100% of the underlying unit value. The ranking of 1st placed us intotal value for the 250% multiple level. However, with no unit value component to apply the multiple, the overall2021-2023 LTIP performance was $0 per unit out of a targeted payout of $90is $56.25 per unit. During this three-year period the results of our2021-2023 LTIP were negatively affected by COVID-19. For example, in 2020, COVID-19 restrictions inhibited our ability to perform definition drilling, which limited our ability to replace reserves. COVID-19 also created significant operational challenges in 2020, and to a lesser degree in 2021. These operational challenges played a role in our lower than targeted production. During the three-yearAward Summary The 2021-2023 LTIP period our reserves dropped 190,000 silver-equivalent ounces from our baseline of 413 million equivalent ounces. The LTIP threshold was set at 420 million equivalent ounces, and as a result, no payout was achieved. Production over the LTIP period was 92.3 million silver-equivalent ounces, which was 85% of target, and resulted inachieved a payout of $0$56.25 per 2022 Proxy Statement    49 Compensation Discussion and Analysis unit. The three-year mine site operating cash flow less capital unit, which was $156 million, but only 42% of$33.75, or 37% below target which resulted in a payout of $0 per unit. The committee considered modifying the LTIP targets for the 2019-2021 performance period to adjust for the effects of COVID-19, but ultimately chose to retain the original goals and thus the payable value was zero. 2019-2021 LTIP Award Summaryperiod. The following chart shows the number of performance units awarded in 20192021 to each NEO. There was noNEO, the unit value achieved, under the 2019-2021total amount of the award (number of units x $56.25 = total award value). The committee approved the 2021-2023 LTIP and thusawards be paid in the NEOs did not receive an LTIP payout.form of Hecla common stock. Name    2021-2023 Performance Units (#)      Unit Value ($)      Total Amount of Award(1) ($)      Number of Shares Received(2) (#)   Baker      9,000        56.25        506,250        114,020   Lawlar      3,000        56.25        168,750        38,007   Clary      3,000        56.25        168,750        38,007   Brown      3,000        56.25        168,750        38,007   Sienko      3,000        56.25        168,750        38,007   Roberts(3)      4,000        —        —        —     Name 2019-2021 Performance Units (#) Unit Value ($) (1) Total   Amount   of Award   ($)  The amount reported in this column was paid in equity to the NEO and is also reported (in its dollar value) in the Summary Compensation Table for 2023 on page 67 under “Non-Equity Incentive Plan Compensation.” (2) Phillips S. Baker, Jr.The equity of the 2021-2023 LTIP award was determined by dividing the cash value of the award by the closing price of the Company’s common stock on the NYSE on March 13, 2024 ($4.44). 10,000 -- --   Russell D. Lawlar 1,267 (1) -- --   Lauren M. Roberts 3,222 (2) -- --   Robert D. Brown 3,000 -- --   David C. Sienko 3,000 -- --   Lindsay A. Hall 4,000 (3) -- --   (1)(3) Mr. Lawlar’s 2019-2021 LTIP units were prorated because he was not promoted to Sr. Vice President and CFO until March 2021. (2) Mr. Robert’s 2019-2021 LTIP units were prorated because he joined the Company in August 2019. (3) Mr. HallRoberts retired from the Company in March 2021. Upon his retirement, he forfeited his 2019-2021on December 15, 2023 and was not eligible for the 2021-2023 LTIP award. Equity We have no program, plan, or practice to time the grant of stock-based awards relative to the release of material non-public information or other corporate events. All equity grants to executive officers are approved by the committee at regularly scheduled meetings or, in limited cases involving key recruits or promotions, by a special meeting or unanimous written consent. The grant date is the meeting date, or a fixed, future date specified at the time of the grant. Under the terms of our 2010 Stock Plan, the fair market value of any award is determined by the closing price of our common stock on the NYSE on the date of grant or a fixed, future date specified at the time of grant. In addition, the committee typically makes equity grants to NEOs in the first half of the year. RSUs RSUs are granted to the NEOs under the 2010 Stock Plan. RSUs are used to (i) retain our NEOs, and (ii) to align their interests with the long-term interests of our shareholders. The committee awarded RSUs to each NEO in June 2021.2023. The RSUs vest in three equal amounts with vesting dates of June 21, 2022,2024, June 21, 2023,2025, and June 21, 2024.2026. See Grants of Plan-Based Awards for 20212023 on page 60.69. 2024 Proxy Statement | 59 In December 2014, the committee amended the 2010 Stock Plan and KEDCP so that any RSUs vesting after 2014 would no longer be credited with dividend equivalents. In order to incentivize RSU recipients to continue working for the Company, RSU awards require both an age and years of service trigger in order to qualify for vesting of the RSUs as of the employee’s retirement. The 2010 Stock Plan provides that for purposes of the RSU awards, RSU recipients who retire under the Retirement Plan must be at least age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have seven or more years of service with the Company; or (iii) 68, in order to receive their unvested RSUs after retirement. If one of the above requirements is met, the recipients will receive their RSUs on the applicable vesting dates. In 2018, we amended our 2010 Stock Plan to provide for a double-trigger vesting acceleration upon a change of control. 50     www.hecla-mining.com Compensation Discussion and Analysis In 2021,2023, we granted RSUs to approximately 100162 employees under the 2010 Stock Plan, including the NEOs as follows:   NEO    Value of RSUs Units    Number   of Shares(1)    Phillips S. Baker, Jr.      $ 500,000        63,452   Russell D. Lawlar      $ 170,000        21,574   Lauren M. Roberts      $ 225,000        28,553   Robert D. Brown      $ 160,000        20,305   David C. Sienko      $ 150,000        19,036   Lindsay A. Hall(2)      $ --        --   NEO    Value of RSUs Units ($)      Number of Shares(1) (#)   Baker      715,000        141,584   Lawlar      224,225        44,401   Clary      207,000        40,990   Brown      187,000        37,030   Sienko      178,515        35,350   Roberts(2)      345,000        68,317   (1) Number of shares was determined by dividing the value of the RSUs awarded by the closing price of our common stock on the NYSE on June 21, 20212023 ($7.88)5.05). (2) Mr. Hall was not awardedRoberts retired on December 15, 2023, and as a result, any RSUs in 2021, as he retired in March 2021.remaining unvested restricted stock units were forfeited. PSUs We grant PSUs to certain executive officers, including our NEOs. The value of the awards is based on the ranking of the TSR performance of our common stock relative to the TSR performance of the common stock of a group of peer companies over a three-year measurement period. The number of shares to be issued is based on the target value of the awards divided by the share price at grant date. The compensation cost is measured using a Monte Carlo simulation to estimate their value at grant date. In June 2021,2023, the committee granted PSUs to our NEOs with athe target valuevalues listed below. The value of these PSUs will be based on the TSR of our common stock for the three-year period from January 1, 2021,2023, through December 31, 2023,2025, based on the percentile rank listed below within a group of peer companies.   NEO    Target Value of PSUs    Number   of Shares(1)    Phillips S. Baker, Jr.      $ 500,000        63,452   Russell D. Lawlar      $ 110,000        13,959   Lauren M. Roberts      $ 150,000        19,036   Robert D. Brown      $ 105,000        13,325   David C. Sienko      $ 100,000        12,690   Lindsay A. Hall(2)      $ --        --   NEO    Target Value of PSUs ($)      Number of Shares(1) (#)   Baker      715,000        141,584   Lawlar      149,525        29,609   Clary      138,000        27,327   Brown      126,500        25,050   Sienko      120,600        23,881   Roberts(2)      230,000        45,545   (1) Number of shares was determined by dividing the target value of the PSUs by the closing price of our common stock on the NYSE on June 21, 20212023 ($7.88)5.05). (2) Mr. Hall was not awarded any PSUs in 2021, as he retired in March 2021.   (2) Mr. Roberts retired on December 15, 2023 and as a result, any unvested PSUs were forfeited. Company TSR Rank Among Peers    TSR Performance Multiplier 5025th percentile    Threshold award at 50%25% of target 40th - 60th percentile    Target award at grant value 100th percentile    Maximum award at 200% of target 60 | 2024 Proxy Statement   If Hecla’s performance is below the 5025th percentile, the award is zero. If Hecla’s performance is between the 5040th and 10060th percentile, the award is at target. If Hecla’s performance is between the 60th and 100th percentiles, the award is prorated. For any award, the number of shares issued at the conclusion of the three-year performance period (December 31, 2023)2025), will be determined by using the share price on the date of original grant (June 21, 2021)2023) of $7.88.$5.05. Hecla’s TSR performance versus that of our peer group will be based on a comparison of the average closing share price over the last sixty (60) calendar days prior to January 1, 2023 (the base price) with the average closing share price over the last sixty (60) calendar days of the three-year performance period to determine relative share value performance and ranking among peers. The industry peer group used for purposes of the 2023-2025 TSR PSUs discussed above is listed on page 45. 2021-2023 PSU Results In February 2024, the committee certified the results of the PSUs granted in 2021 to our executive officers. These PSUs had a three-year performance period ended December 31, 2023, with vesting and payout based on the Company’s TSR compared to our TSR peer group (consisting of 21 companies and funds) from January 1, 2021 through December 31, 2023. The following table shows the calculation of the PSU results at the end of the three-year performance period on December 31, 2023. During this three-year performance period, Hecla ranked 6th among the 21 peer group companies based on TSR from 2021 through 2023, which resulted in a payout percentage of 175% of the executives’ targeted PSU award values. To determine the relative share performance, Hecla’s TSR performance versus that of TSR peer group companies was based on a comparison of the average closing share price over the last sixty (60) calendar days prior to January 1, 2021 (the base price) with the average closing share price over the last sixty (60) calendar days of the three-year performance period to determine relative share value performance and ranking among peers. 2022 Proxy Statement    51 Compensation Discussion and Analysis The industry peer group used for purposes of the 2021-2023 TSR PSUs discussed above is listed on page 38. 2019-2021 PSU Results In February 2022, the committee certified the results of the PSUs granted in 2019 to our executive officers. These PSUs had a three-year performance period ended December 31, 2021, with vesting and payout based on the Company’s TSR compared to our peer group (consisting of 12 companies) from January 1, 2019 through December 31, 2021. The following table shows the calculation of the PSU results at the end of the three-year performance period on December 31, 2021. During this three-year performance period, Hecla ranked 2nd relative to our peer companies, which resulted in a payout percentage of 91.97% of the executives’ targeted PSU award values. To determine the relative share performance, Hecla’s TSR performance versus that of peer group companies was based on a comparison of the average closing share price over the last sixty (60) calendar days prior to January 1, 2019 (the base price) with the average closing share price over the last sixty (60) calendar days of the three-year performance period (ended December 31, 2021)2023). The table below details the value of the PSUs based on the estimated outcome as of the date of grant. These values for the 20192021 PSUs are reflected in the applicable Grants of Plan-Based Awards for 20192021 tablefrom our 20202022 Proxy Statement, and the realized value of the common stock received upon settlement of the awards on February 28, 2022.26, 2024.   Executive Target Number of PSUs Granted in 2019   (#) Value of Awards Reported as Compensation in Year   of Grant (1) ($) Number of 2019 PSUs   Earned (#) Realized Value of   Awards (2) ($)    Target Number of PSUs Granted in 2021 (#)      Value of Awards Reported as Compensation in Year of Grant(1) ($)   Number of 2021 PSUs Earned (#)   Realized Value of Awards(2) ($)   Baker   271,739   --   520,833   2,999,998 Baker Baker Baker      63,452        869,292       111,041       393,085   Lawlar Lawlar Lawlar Lawlar      13,959        191,238       24,428       86,475   Clary Clary Clary Clary      13,959        — (3)      24,428       86,475   Brown Brown Brown Brown      13,325        182,553       23,319       82,549   Sienko Sienko Sienko Sienko      12,690        173,853       22,208       78,616   Roberts   74,627   --   143,035   823,882 Brown   62,500   --   119,792   690,002 Sienko   54,348   --   104,167   600,002 Roberts Roberts Roberts      19,036        260,793       — (4)      —     (1) Consistent with the requirements of FASB ASC Topic 718, the value of PSUs is based on the estimated outcome as of the date of grant. In accordance with FASB ASC Topic 718, this result is based on a relative TSR result modeled using a Monte Carlo simulation. The amounts in this column reflect the aggregate grant date fair value of the PSUs for accounting purposes determined in accordance with SEC rules, and do not reflect the actual economic value that was realized by the NEO at the end of the relevant three-year performance period. (2) Reflects the closing price of our common stock on February 28, 202226, 2024 ($5.76)3.54), the date on which the executive’s received the shares underlying their 20192021-2023 PSUs. (3) Mr. Clary was not listed as an NEO in our 2022 Proxy Statement, so his PSU grant was not previously reported. (4) Mr. Roberts retired on December 15, 2023, and as a result, his 2021-2023 PSUs were forfeited. Other Nonqualified Deferred Compensation Plan. We maintain the KEDCP, a nonqualified deferred compensation plan, under which participants may defer all or a portion of their annual base salary, performance-based compensation awarded under our STIP and LTIP, RSUs and PSUs granted under the 2010 Stock Plan. Participants may elect to have their deferred base salary, and cash STIP (cash or cashcommon stock) or LTIP awards valued based on Hecla(cash or common stock andstock) awards credited to aan investment (cash award) or stock account. account (for stock awards only). 2024 Proxy Statement | 61 Deferred RSUs and PSUs aremay also be credited to a stock account. The KEDCP provides for discretionary matching contributions on base salary, STIP and LTIP amounts deferred to a stock account and discretionary Company contributions that are credited to a participant’s stock account. The deferral features promote alignment of the interests of participants with those of our shareholders. Investment accounts are credited monthly with an amount based on the prime rate for corporate borrowers. Participants receive distributions from their accounts only upon separation from service with us, a fixed date or schedule selected by the participant, death, disability, an unforeseeable emergency, or a change in control, as these events are defined under Section 409A of the Internal Revenue Code. The amounts deferred are unfunded and unsecured obligations of Hecla, receive no preferential standing, and are subject to the same risks as any of our other general obligations. Additional details about the KEDCP are described in the narrative accompanying the Nonqualified Deferred Compensation for 20212023 table on page 65.75. Benefits. We provide our employees with a benefits package that is designed to attract and retain the talent needed to manage Hecla. As part of that benefits package, most U.SU.S. salaried employees, including the U.S. 52     www.hecla-mining.com Compensation Discussion and Analysis NEOs, are eligible to participate in the Retirement Plan, health, vision, dental plans, PTO plans such as vacations and holidays, and our 401(k) plan, which includes matching contributions by Hecla of up to 6%, health, vision, dental coverage, and paid time off, including vacations and holidays.. Canadian NEOs are eligible to participate in a similar benefits package. NEOs are eligible to receive certain additional benefits, as described below. The committee intends for the type and value of such benefits offered to be competitive with general market practices. Other Qualified and Nonqualified Benefit Plans. Under the Final Average Salary Retirement Plan, which is a defined benefit plan, upon normal retirement, participants in the final average salary plan are eligible to receive a monthly benefit equal to a certain percentage of their final average annual earningseligible Average Annual Earnings for each year of credited service. Participants in the cash balanceCash Balance Retirement Plan, which is a defined benefit plan, are eligible to take a lump sum distribution of their benefits. Additional details about the Retirement PlanPlans are in the narrative accompanying the Pension Benefits table on page 65.73. Under the unfunded SERP, the amount of any benefits not payable under the Retirement Plan because of the limitations imposed by the Internal Revenue Code and/or the Employee Retirement Income Security Act (“ERISA”), and certain reductions of benefits, if any, due to a deferral of salary made under our KEDCP, may be paid out of our general funds, or a Rabbi Trust, to employees who are adversely affected. The Retirement Plan and SERP definedefined eligible earnings for purposes of the plans to include base salary plus any other cash incentives up until July 1, 2013, after which only base salary plus one-half of STIP compensation is included (no LTIP compensation is included). Personal Benefits. We do not provide company-paid cars, country club memberships, or other similar perquisites to our executives. The only material personal benefit provided by Hecla is a relocation benefit, which is offered as needed to meet specific recruitment needs. Clawback Policy In February 2013, the committee adopted a clawback policy with respect to incentive awards to executive officers. The policy provides that in the event of a restatement of our financial results as a result of material non-compliance with financial reporting requirements, the Board will review incentive compensation that was paid to our current and former executive officers under the Company’s STIP and LTIP (or any successor plans) based solely on the achievement of specific corporate financial goals (“Incentive Award”) during the period of the restatement. If any Incentive Award would have been lower had it been calculated based on the Company’s restated financial results, the Board will, as and to the extent it deems appropriate, including with respect to intent or level of culpability of the relevant individual(s), seek to recover from any executive officer, any portion of an Incentive Award paid in excess of what would have been paid based on the restated financial results. The policy does not apply in any situation where a restatement is not the result of material non-compliance with financial reporting requirements, such as any restatement due to a change in applicable accounting rules, standards or interpretations, a change in segment designations or the discontinuance of an operation. In December 2015, the committee amended each of our incentive plans (STIP, LTIP, KEDCP, and 2010 Stock Plan) to include a clawback provision consistent with the clawback policy described above. Insider Trading Policy Our insider trading policy prohibits all directors, executive officers (as defined under Section 16 of the Exchange Act) and certain other employees designated as insiders from purchasing or selling any Company securities three weeks before through two days after the public release of any of our periodic results (including the filing of any Form 10-Q or Form 10-K), or at any other time during the year while in possession of material non-public information about the Company. In addition, directors and officers are prohibited from short-term trading, short sales, options trading, trading on margin, hedging or pledging any securities of the Company. Change in Control Agreements We have entered into change in control agreements (“CIC Agreements”) with each of our NEOs. Under the terms of our CIC Agreements, the CEO and the other NEOs are entitled to payments and benefits upon the occurrence of specified events, including termination of employment (with or without cause) following a change in control of the Company. The specific terms of these arrangements, as well as an estimate of the compensation that would have been payable had they been triggered as of calendar year-end, are described in detail in the section entitled Potential Payments Upon Termination or Change in Control on page 66. 2022 Proxy Statement    53 Compensation Discussion and Analysis The termination of employment provisions of the CIC Agreements are intended to address competitive concerns when the NEOs are recruited to Hecla by providing these individuals with a fixed amount of compensation that would offset the risk of leaving their prior employer or foregoing other opportunities to join the Company. At the time of entering into these arrangements, the committee considered the aggregate potential obligations of the Company in the context of the desirability of hiring the individual and their expected compensation upon joining Hecla. The committee believes that these CIC Agreements are important for a number of reasons, including providing reasonable compensation opportunities in the unique circumstances of a change in control that are not provided by other elements of our compensation program. Further, change in control benefits, if structured appropriately, serve to minimize the distraction caused by a potential transaction and reduce the risk that key executives will leave Hecla before a transaction closes. The committee also believes that these agreements motivate the executives to make decisions that are in the best interests of our shareholders in the event of a pending change in control. These agreements provide executives with the necessary job stability and financial security during a change in control transaction and the subsequent period of uncertainty to help them stay focused on managing Hecla rather than on their own personal employment situation. The committee believes that all these objectives (i) serve our shareholders’ interests, (ii) are an essential component of the executive compensation program and, (iii) are necessary to attract and retain senior talent in the highly competitive talent market in which we compete. The change in control provisions were developed by the Company and the committee based on market and industry competitive practices. The Company and the committee periodically review the benefits provided under the CIC Agreements to ensure that they serve our interests in retaining our key executives, are consistent with market and industry practice, and are reasonable. 54     www.hecla-mining.com Compensation Discussion and Analysis Tax and Accounting Considerations Our compensation programs are affected by each of the following: Accounting for Stock-Based Compensation. We consider certain requirements of GAAP in determining changes to policies and practices for our stock-based compensation programs. Section 162(m) of the Internal Revenue Code. Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code Section 162(m)”), generally provides that compensation in excess of $1 million paid to the CEO and certain other employees, including NEOs (“covered employees”), of a public company will not be deductible for U.S. federal income tax purposes. Our primary objective in designing and administering our compensation policies is to support and encourage the achievement of our strategic goals and to enhance long-term shareholder value. We also believe that it is important to preserve flexibility in administering compensation programs. For these and other reasons, the committee has determined that it will not necessarily seek to limit executive compensation to the amount that would be fully deductible under Code Section 162(m). The committee will continue to monitor developments and assess alternatives for managing the deductibility of compensation payments and benefits to the extent reasonably practicable, as determined by the committee to be consistent with our compensation policies and in the best interests of the Company and our shareholders. Section 409A of the Internal Revenue Code. Section 409A imposes additional significant taxes in the event that an executive officer or director receives “deferred compensation” that does not satisfy the requirements of Section 409A. Our plans are intended to be exempt from, or comply with, Section 409A. 2022 Proxy Statement    55 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The members of the Compensation Committee are set forth in the Compensation Committee Report. There are no members of the committee who were officers or employees of Hecla or any of our subsidiaries during the calendar year, formerly were officers of Hecla or any of our subsidiaries or had any relationship otherwise requiring disclosure under the proxy rules promulgated by the SEC or the NYSE. COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed the CD&A with Hecla’s Sr. Vice President – CAO and based on its review and discussions, the committee recommended to the Board, and the Board has approved, the CD&A included in this Proxy Statement and incorporated by reference in Hecla’s Annual Report on Form 10-K for the year ended December 31, 2021. Respectfully submitted by The Compensation Committee of the Board of Directors Terry V. Rogers, Chair Catherine J. Boggs Ted Crumley Charles B. Stanley 56     www.hecla-mining.com COMPENSATION OF NAMED EXECUTIVE OFFICERS Summary Compensation Table for 2021 The following compensation tables provide information regarding the compensation of our CEO, CFO, and three other most highly compensated officers for the year ended December 31, 2021, determined in accordance with SEC rules. Also included is our former Sr. Vice President and CFO, who retired in March 2021. Name and Principal Position    Year    Salary(1) ($)    Stock Awards(2) ($)   Non-Equity Incentive Plan Compensation(3) ($)    Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) ($)   All Other Compensation ($)   Total ($) Phillips S. Baker, Jr. President and CEO        2021        664,792        1,370,005 (5)        885,500        824,973       19,830 (7)        3,765,100           2020        635,000        937,292       1,970,300        1,628,345       19,571       5,190,508        2019        635,000        399,999       1,575,950        2,452,596       18,801       5,082,346 Russell D. Lawlar Sr. Vice President and CFO        2021        245,209        361,398 (5)        185,500        39,682       19,270 (7)        851,059 Lauren M. Roberts(8) Sr. Vice President and COO        2021        380,000        486,004 (5)        418,000        314,706       19,830 (7)        1,618,540        2020        380,000        511,878       829,563        275,046       9,151       2,005,638        2019        142,501        225,000       214,783        53,083       3,453       638,820 Robert D. Brown(9) Vice President – Corporate Develop. & Sustainability        2021        264,000        342,705 (5)        237,600        73,393 (6)        19,440 (7)        937,138        2020        264,000        363,661       404,280        111,007       19,065       1,162,013        2019        264,000        150,000       390,150        140,532       18,750       963,432 David C. Sienko Vice President – General Counsel        2021        265,000        323,999 (5)        214,650        43,798       19,389 (7)        866,836        2020        256,875        341,254       432,875        207,581       19,009       1,257,594        2019        250,000        150,000       437,750        308,601       18,345       1,164,696 Lindsay A. Hall(9), (10) Former Sr. Vice President and CFO        2021        95,000        -- (5)        --        181,600 (6)        29,462 (7)        306,062        2020        380,000        511,878       981,000        208,234       19,065       2,100,177        2019        380,000        225,000       724,250        254,053       18,750       1,602,053 (1) Salary amounts include base salary both earned and paid in cash during the fiscal year listed. (2) Represents RSUs awarded, and PSUs granted in each of fiscal years 2021, 2020 and 2019. The amounts represent the aggregate grant date fair value of the awards granted to each NEO computed in accordance with stock-based accounting rules (FASB ASC Topic 718). Assumptions used in the calculation of these amounts are included in Note 12 – Stockholders’ Equity to our calendar year 2021 consolidated financial statements, which is included in our Annual Report on Form 10-K filed with the SEC on February 22, 2022 (the “Form 10-K”). RSUs generally vest in three substantially equal annual installments beginning on June 21 of the year following the date of grant. Consistent with the requirements of FASB ASC Topic 718, the value of PSUs is based on the estimated outcome as of the date of grant. In accordance with FASB ASC Topic 718, this result is based on a relative TSR result modeled using a Monte Carlo simulation. Please see the Grants of Plan-Based Awards for 2021 table on page 60 for more information about the awards granted in 2021. The amounts in this column reflect the aggregate grant date fair value of the PSUs for accounting purposes determined in accordance with SEC rules and do not reflect the actual economic value that may be realized by the NEO at the end of a relevant three-year performance period. 2022 Proxy Statement    57 Compensation of Named Executive Officers (3) This column represents the performance payments awarded and earned by the NEOs for the calendar years 2021, 2020 and 2019 under our STIP and for the LTIP plan periods 2019-2021, 2018-2020 and 2017-2019. The 2021 STIP was paid in cash, and there was no 2019-2021 LTIP paid. The 2020 STIP and 2018-2020 LTIP awards were paid in cash, and the 2019 STIP was paid in cash, while the 2017-2019 LTIP awards were paid in common stock of the Company. The awards for each of the plan years are as follows: Name    Year    STIP Award ($)    LTIP Plan Period    LTIP Units (#)   Unit Value ($)    LTIP Award ($)    Total STIP and LTIP ($)    Total STIP and/or LTIP Paid in Cash ($)    Total STIP and/or LTIP Paid in Shares (#) Baker        2021        885,500        2019-2021        10,000       --        --        885,500        885,500        --        2020        1,206,500        2018-2020        11,400       67.00        763,800        1,970,300        1,970,300        --        2019        444,500        2017-2019        11,400       99.25        1,131,450        1,575,950        444,500        621,676 Lawlar        2021        185,500        2019-2021        1,267 (i)        --        --        185,500        185,500        -- Roberts        2021        418,000        2019-2021        3,222 (ii)        --        --        418,000        418,000        --        2020        703,000        2018-2020        1,889 (ii)        67.00        126,563        829,563        829,563        --        2019        159,600        2017-2019        556 (ii)        99.25        55,183        214,783        159,600        30,320 Brown        2021        237,600        2019-2021        3,000       --        --        237,600        237,600        --        2020        203,280        2018-2020        3,000       67.00        201,000        404,280        404,280        --        2019        92,400        2017-2019        3,000       99.25        297,750        390,150        92,400        163,599 Sienko        2021        214,650        2019-2021        3,000       --        --        214,650        214,650        --        2020        231,875        2018-2020        3,000       67.00        201,000        432,875        432,875        --        2019        140,000        2017-2019        3,000       99.25        297,750        437,750        140,000        163,599 Hall        2021        --        2019-2021        4,000 (iii)        --        --        --        --        --        2020        646,000        2018-2020        5,000       67.00        335,000        981,000        981,000        --        2019        228,000        2017-2019        5,000       99.25        496,250        724,250        228,000        272,665 (i) Mr. Lawlar’s 2019-2021 LTIP units were prorated because he was not appointed Sr. Vice President and CFO until March 2021. (ii) Mr. Robert’s 2017-2019, 2018-2020 and 2019-2021 LTIP units were prorated because he joined the Company in August 2019. (iii) Mr. Hall retired from the Company in March 2021. Upon his resignation his 2019-2021 LTIP units were forfeited. (4) The amounts reported in this column for 2021 are changes between December 31, 2020 and December 31, 2021 in the actuarial present value of the accumulated pension benefits. Pension values will typically increase from year-to-year due to increasing age, years of service, and average annual earnings, and can fluctuate significantly due to changes in the assumptions used to determine the present value. The Change in Pension Value and Nonqualified Deferred Compensation Earnings column is calculated pursuant to SEC requirements and is based on assumptions used in preparing the Company’s audited financial statements for the applicable calendar years. Specifically, the interest discount rate used in the calculations is based on the rates of return available on fixed income investments which can significantly change year-to-year affecting comparability with the prior year. The Change in Pension Value and Nonqualified Deferred Compensations Earnings increased from 2020 to 2021 due to the participants’ higher age, years of service, and average annual earnings. However, the increased value was partially offset due to an increase in the discount rate from 2.64% on December 31, 2020 to 2.86% at December 31, 2021. For example, Mr. Baker’s Change in Pension Value and Nonqualified Deferred Compensation Earnings would have been $245,000 higher if the discount rate had not increased by 0.22% from the prior year. For this reason, the Company cautions that the values reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column may not represent the value that an NEO will actually accrue, or receive, under the Company’s retirement plans during any given year. (5) Includes: (i) RSUs granted to each NEO on June 21, 2021, and (ii) PSUs awarded to each NEO on June 21, 2021. See Grants of Plan-Based Awards for 2021 table on page 60 and PSUs on page 51 for a description of the PSUs. (6) As non-U.S. citizens, Mr. Hall and Mr. Brown are not participants in the Retirement Plan, but they do participate in the SERP. In lieu of participation in the Retirement Plan, Mr. Hall and Mr. Brown are expected to receive a similar supplemental benefit as if they had participated in this plan. See Retirement Plan on page 72 for a description of non-U.S. employee’s retirement benefits. 58     www.hecla-mining.com Compensation of Named Executive Officers (7) Includes the following:  NEO    Matching 401(k) Contribution ($)   Annual Life Insurance Premium ($)   Other ($)   Total ($) Baker        17,400       2,430       --       19,830   Lawlar        17,400       1,870       --       19,270   Roberts        17,400       2,430       --       19,830   Brown        17,400 (i)        2,040 (ii)        --       19,440   Sienko        17,400       1,989       --       19,389   Hall        -- (i)        233 (ii)        29,229 (iii)        29,462   (i) These amounts are paid to Mr. Hall and Mr. Brown in lieu of the 401(k) match. Canadian employees are excluded from participation in the 401(k) Plan. Mr. Hall and Mr. Brown are paid in Canadian funds. The amounts reported are in U.S. dollars based on the applicable exchange rates as reported by the Bank of Canada from time-to-time. (ii) Life insurance premium is paid in Canadian funds. (iii) Mr. Hall’s “Other” is vacation payout at the time of his retirement. (8) Mr. Roberts deferred the amount of $292,603 to the KEDCP in 2021. The amount reported in this table is the total amount of base salary and/or STIP and LTIP cash compensation he received before his deferrals. See Nonqualified Deferred Compensation for 2021 on page 65 for further information. (9) Mr. Hall and Mr. Brown receive their compensation in Canadian funds. The amounts reported for Mr. Hall and Mr. Brown are in U.S. dollars based on the applicable exchange rates as reported by the Bank of Canada from time-to-time during this time period. (10) Mr. Hall retired in March 2021. 2022 Proxy Statement    59 Compensation of Named Executive Officers The following table shows all plan-based awards granted to the NEOs during 2021. Grants of Plan-Based Awards for 2021             Estimated Future Payouts Under Non-Equity Incentive Plan Awards     Estimated Future Payouts Under Equity Incentive Plan Awards     All Other Stock Awards: Number of Shares of Stock or Units (#)     Grant Date Fair Value of Stock and Option Awards(1) ($)   Name   Grant Date     Threshold ($)     Target ($)     Maximum ($)     Threshold (#)     Target (#)     Maximum (#)   Phillips S. Baker, Jr.                   RSUs(2)     6/21/21                   63,452       500,002   PSUs(3)     6/21/21             31,726       63,452       126,904       63,452       870,003   LTIP(4)       --       810,000       4,725,000             STIP(5)       --       770,000       1,540,000             Russell D. Lawlar                   RSUs(2)     6/21/21                   21,574       170,003   PSUs(3)     6/21/21             6,980       13,959       27,918       13,959       191,395   LTIP(4)       --       270,000       1,575,000             STIP(5)       --       185,500       371,000             Lauren M. Roberts                   RSUs(2)     6/21/21                   28,553       224,998   PSUs(3)     6/21/21             9,518       19,036       38,072       19,036       261,006   LTIP(4)       --       360,000       2,100,000             STIP(5)       --       380,000       760,000             Robert D. Brown                   RSUs(2)     6/21/21                   20,305       160,003   PSUs(3)     6/21/21             6,663       13,325       26,650       13,325       182,702   LTIP(4)       --       270,000       1,575,000             STIP(5)       --       184,800       369,600             David C. Sienko                   RSUs(2)     6/21/21                   19,036       150,004   PSUs(3)     6/21/21             6,345       12,690       25,380       12,690       173,995   LTIP(4)       --       270,000       1,575,000             STIP(5)       --       185,500       371,000             Lindsay A. Hall(6)       --       --       --       --       --       --       --       --   (1) The RSU amounts represent the aggregate grant date fair value of the awards granted to each NEO computed in accordance with stock-based accounting rules (FASB ASC Topic 718). Assumptions used in the calculation of these amounts are included in Note 12 – Stockholders’ Equity to our calendar year 2021 consolidated financial statements, which is included in our Annual Report on Form 10-K filed with the SEC on February 22, 2022 (the “Form 10-K”). RSUs generally vest in three substantially equal annual installments beginning on June 21 in the year following the date of grant. Consistent with the requirements of FASB ASC Topic 718, the value of PSUs is based on the estimated outcome as of the date of grant. In accordance with FASB ASC Topic 718, this result is based on a relative TSR result modeled using a Monte Carlo simulation. The amounts in this column reflect the aggregate grant date fair value of the PSUs for accounting purposes determined in accordance with SEC rules and do not reflect the actual economic value that may be realized by the NEO at the end of the relevant three-year performance period. (2) Represents the number of RSUs granted on June 21, 2021 to the NEOs under the terms of the 2010 Stock Plan. The restrictions generally lapse for one-third of the RSUs on June 21, 2022, June 21, 2023, and June 21, 2024, at which time the units are converted into shares of our common stock. The grant date fair value of the RSUs is the number of RSUs multiplied by the closing price of the Company common stock on the grant date of June 21, 2021 ($7.88). (3) Represents the number of PSUs granted under the 2010 Stock Plan, having a target value for each NEO of: Mr. Baker, $500,000; Mr. Lawlar, $110,000; Mr. Hall, $0; Mr. Roberts, $150,000; Mr. Brown, $105,000; and Mr. Sienko, $100,000, with the potential of up to 200% of this target value (subject to specific performance terms and conditions established for these PSUs) awarded to the NEOs under 60     www.hecla-mining.com Compensation of Named Executive Officers the 2010 Stock Plan. Determination of the actual number of shares to be received in settlement of these PSUs will be based on the TSR of Hecla common stock for the three-year period from January 1, 2021 through December 31, 2023, based on the following percentile rank within peer group companies: • 100th percentile rank = maximum award at 200% of target; • 60th percentile rank = target award at grant value; • 50th percentile rank = threshold award at 50% of target. Hecla’s TSR performance versus that of peer group companies will be based on a comparison of the average share price over the last 60 calendar days prior to January 1, 2021 (as the base price) with the average share price the last 60 calendar days of the three-year performance period, plus dividends, to determine relative share value performance and ranking among peers. (4) Represents the potential value of the payout for each NEO under the 2021-2023 LTIP period if the threshold, target, or maximum goals are satisfied for all performance measures. The potential payouts are performance-driven and therefore completely at-risk. The business measurements and performance goals for determining the payout are described in the CD&A starting on page 48. Dollar amounts shown are valued as follows on a per unit basis: Threshold, $0; Target, $90; and Maximum, $525. The number of units awarded to each NEO for the 2021-2023 LTIP period are as follows: NEO 2021-2023 LTIP Units (#) Baker 9,000 Lawlar 3,000 Roberts 4,000 Brown 3,000 Sienko 3,000 Hall -- (5) Represents the potential value of the payout for each NEO under the 2021 STIP described in the CD&A starting on page 44. The total payout to each NEO under the 2021 STIP is described in footnote 3 to the Summary Compensation Table for 2021 on page 58. (6) Mr. Hall retired from the Company in March 2021. 2022 Proxy Statement    61 Compensation of Named Executive Officers The following table provides information on the current holdings of stock awards by the NEOs. This table includes unvested RSUs and unvested PSUs. There were no unexercised stock options held by any NEO at year-end. Outstanding Equity Awards at Fiscal Year-End for 2021      Stock Awards Name    Number of Shares or Units of Stock That Have Not Vested(1) (#)    Market Value of Shares or Units of Stock That Have Not Vested(2) ($)    Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)   Equity Incentive   Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) Phillips S. Baker, Jr.        223,923        1,168,878                                       132,013 (4)        689,108                  63,452 (5)        331,219 Russell D. Lawlar        43,833        228,808                                       13,959 (5)        72,866 Lauren M. Roberts        115,371        602,237                                       49,505 (4)        258,416                  19,036 (5)        99,368 Robert D. Brown        82,682        431,600                                       34,653 (4)        180,889                  13,325 (5)        69,557 David C. Sienko        79,213        413,492                                       33,003 (4)        172,276                  12,690 (5)        66,242 Lindsay A. Hall        --        --        --       -- (1) The following table shows the dates on which the RSUs in the outstanding equity awards table vest and the corresponding number of shares, subject generally to continued employment through the vest date.      Number of Unvested Restricted Stock Units Vesting Date    Baker    Lawlar    Roberts    Brown    Sienko   June 21, 2022        137,617        22,851        71,583        51,545        50,022   June 21, 2023        65,155        13,791        34,271        24,369        22,846   June 21, 2024        21,151        7,191        9,517        6,768        6,345                                                          Total        223,923        43,833        115,371        82,682        79,213                                                          (2) The market value of the RSUs is based on the closing market price of our common stock on the NYSE as of December 31, 2021, which was $5.22. (3) The market value of the PSUs is based on the closing market price of our common stock on the NYSE as of December 31, 2021, which was $5.22. (4) Award of PSUs, the value of which will be determined based on the TSR of Hecla common stock for the three-year period from January 1, 2020 through December 31, 2022. For purposes of determining the amounts reflected in this column, it is assumed that threshold performance was achieved as of the end of the fiscal year ended December 31, 2021. (5) Award of PSUs, the value of which will be determined based on the TSR of Hecla common stock for the three-year period from January 1, 2021 through December 31, 2023. For purposes of determining the amounts reflected in this column, it is assumed that threshold performance was achieved as of the end of the fiscal year ended December 31, 2021. 62     www.hecla-mining.com Compensation of Named Executive Officers The following table shows information concerning the number of stock awards that vested during calendar year 2021 for each of the NEOs, and the value realized on the vesting of stock awards during calendar year 2021. Stock Vested in 2021       Stock Awards Name    Number of Shares Acquired on Vesting (#)   Value   Realized on   Vesting   ($)   Phillips S. Baker, Jr.        43,516 (1)        342,906          72,464 (2)        571,016          44,005 (3)        346,759          520,833 (4)        2,999,998   Russell D. Lawlar        4,351 (1)        34,286          9,058 (2)        71,377          6,601 (3)        52,016   Lauren M. Roberts        37,313 (2)        294,026          24,753 (3)        195,054          143,035 (4)        823,882   Robert D. Brown        17,407 (1)        137,167          27,174 (2)        214,131          17,602 (3)        138,704          119,792 (4)        690,002   David C. Sienko        15,231 (1)        120,020          27,174 (2)        214,131          16,502 (3)        130,036          104,167 (4)        600,002   Lindsay A. Hall(5)        --       --   (1) The NEOs were granted these RSUs on June 19, 2018. On June 21, 2021, the restrictions lapsed, and each NEO received his units in the form of shares of our common stock. The value realized was based on the closing sales price of our common stock on the NYSE on June 21, 2021, which was $7.88. (2) Messrs. Baker, Lawlar, Brown and Sienko were granted these RSUs on June 21, 2019. Mr. Roberts was granted his RSUs on August 5, 2019, the date of his appointment as Sr. Vice President and COO. On June 21, 2021, the restrictions lapsed, and each NEO received his units in the form of shares of our common stock. The value realized was based on the closing sales price of our common stock on the NYSE on June 21, 2021, which was $7.88. (3) The NEOs were granted these RSUs on June 22, 2020. On June 21, 2021, the restrictions lapsed, and each NEO received his units in the form of shares of our common stock. The value realized was based on the closing sales price of our common stock on the NYSE on June 21, 2021, which was $7.88. (4) Reflects the PSUs earned for the 2019-2021 performance period that ended on December 31, 2021, because performance targets were met. The value shown as realized on vesting is based on the closing price of our common stock on the NYSE on February 28, 2022 ($5.76), which was the date on which the executive’s received the shares underlying their PSUs. See 2019-2021 PSU Results on page 52 for further information. (5) Mr. Hall retired from the Company in March 2021. Any unvested RSUs or PSUs he had at the time of his retirement were forfeited and did not vest. 2022 Proxy Statement    63 Compensation of Named Executive Officers Stock Ownership Guidelines for NEOs We believe that it is important to encourage our executive officers to hold a material amount of our common stock and to link their long-term economic interest directly to that of our shareholders. To achieve this goal, in June 2012, the committee and Board established stock ownership guidelines for the Company’s senior management. The guidelines for the CEO are six times base salary, and for the other executive officers, two times base salary. These guidelines must be achieved by the later of (i) June 2017 or (ii) five5 years after the executive officer is hired or promoted to such position. Unvested RSUs and shares held directly are considered owned for purposes of the guidelines. If an executive officer becomes subject to a greater ownership amount due to a promotion or an increase in base salary, they must meet the higher ownership requirement within three years. Because of fluctuations in the Company’s stock price, in February 2016, the committee and the Board amended the stock ownership guidelines to provide a valuation methodology that consists of valuing the shares held by using the average closing price of the Company’s common stock on the NYSE for the previous calendar year. Because share prices of all companies are subject to market volatility, the Board believes that it would be unfair to require an executive to buy more shares simply because Hecla’s stock price drops. In the event there is a significant decline in Hecla’s stock price that causes an executive’s holdings to fall below the applicable threshold, the executive will not be required to purchase additional shares to meet the threshold, but they generally may not sell or transfer any shares until the threshold has again been achieved. The following table summarizes the NEO stock ownership guidelines and their status as of December 31, 2021, based on the average closing price of our common stock on the NYSE for calendar year 2021 ($6.3576). With the exception of Mr. Lawlar, who is not yet required to meet the minimum shareholding requirements due to assuming his current role in March 2021, as of December 31, 2021,2023, all other NEOs metmeet the guidelines. In the calculations for our NEOs, we include shares directly held, shares held in their 401(k) account, and unvested RSUs. We do not include unexercised stock options or unvested performance-based shares. NEO Stock Ownership as of December 31, 2021 NEO    Annual Base Salary ($)    X Annual Base Salary    Total Value of Shares to be Held ($)    Shares Held Directly (#)   Unvested RSUs (#)    Total Shares (#)    Total Value of Shares Held by NEO at 12/31/21 ($6.3576)(1) ($)    Meets Guidelines Baker        700,000        6x        4,200,000        4,135,831 (2),(3)        223,923        4,359,754        27,717,572        Yes Lawlar        265,000        2x        530,000        13,289 (3)        43,833        57,122        363,159        No Roberts        380,000        2x        760,000        447,166 (2),(3)        115,371        562,537        3,576,385        Yes Brown        264,000        2x        528,000        211,238       82,682        293,920        1,868,626        Yes Sienko        265,000        2x        530,000        584,853 (3)        79,213        664,066        4,221,866        Yes (1) The value of shares held is determined by using the average closing price of the Company’s common stock for the calendar year on the NYSE, which for 2021 was $6.3576. (2) Includes 1,795,964 shares for Mr. Baker and 339,119 shares for Mr. Roberts deferred under the KEDCP. (3) Except for Mr. Brown, includes Hecla Mining Company common shares held in such officer’s 401(k) account. Additional information regarding shares held by our NEOs is included in the Security Ownership of Certain Beneficial Owners and Management table on page 75.88.   64     www.hecla-mining.com   Compensation of Named Executive Officers   62 | 2024 Proxy Statement Clawback Policy In August 2023, we amended our clawback policy to comply with the new SEC and NYSE rules. Under our clawback policy, in the event of an accounting restatement, the Company will reasonably promptly seek to recover erroneously awarded incentive compensation from executive officers. A finding of misconduct by such executive officers, or a finding of responsibility for any accounting error leading to an accounting restatement, shall not be a requirement for seeking recovery of the erroneously awarded compensation. In the event of a restatement of our financial results as a result of material non-compliance with financial reporting requirements, the Board will review incentive compensation that was paid to our current and former executive officers under the Company’s STIP and LTIP (or any successor plans), based solely on the achievement of specific corporate financial goals (“Incentive Award”) during the three completed fiscal years immediately preceding the accounting restatement date. If any Incentive Award would have been lower had it been calculated based on the Company’s restated financial results, the Board will, unless determined to be impracticable, seek to recover from any executive officer, any portion of an Incentive Award paid in excess of what would have been paid based on the restated financial results. The policy does not apply in any situation where a restatement is not the result of material non-compliance with financial reporting requirements, such as any restatement due to a change in applicable accounting rules, standards or interpretations, a change in segment designations or the discontinuance of an operation. Insider Trading Policy Our insider trading policy prohibits the Company, all directors, executive officers (as defined under Section 16 of the Exchange Act) and certain other employees designated as insiders from purchasing or selling any Company securities three weeks before through two days after the public release of any of our periodic results (including the filing of any Form 10-Q or Form 10-K). That same group, including all, not just certain employees are prohibited by the same policy, from purchasing or selling any Company securities at any other time during the year while in possession of material non-public information about the Company. In addition, directors and officers are prohibited from short-term trading, short sales, options trading, trading on margin, hedging or pledging any securities of the Company. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to Hecla. Change in Control Agreements We have entered into change in control agreements (“CIC Agreements”) with each of our NEOs. Under the terms of our CIC Agreements, the CEO and the other NEOs are entitled to payments and benefits upon the occurrence of specified events, including termination of employment (with or without cause) following a change in control of the Company. The specific terms of these arrangements, as well as an estimate of the compensation that would have been payable had they been triggered as of calendar year-end, are described in detail in the section titled Potential Payments Upon Termination or Change in Control on page 76. The committee believes that these CIC Agreements are important for a number of reasons, including providing reasonable compensation opportunities in the unique circumstances of a change in control that are not provided by other elements of our compensation program. Further, change in control benefits, if structured appropriately, serve to minimize the distraction caused by a potential transaction and reduce the risk that key executives will leave Hecla before a transaction closes. The committee also believes these agreements motivate the executives to make decisions that are in the best interests of our shareholders in the event of a pending change in control. These agreements provide executives with the necessary job stability and financial security during a change in control transaction and the subsequent period of uncertainty to help them stay focused on managing Hecla rather than on their own personal employment situation. The committee believes that all these objectives (i) serve our shareholders’ interests, (ii) are an essential component of the executive compensation program and, (iii) are necessary to attract and retain senior talent in the highly competitive talent market in which we compete. The change in control provisions were developed by the Company and the committee based on market and industry competitive practices. The Company and the committee periodically review the benefits provided under the CIC Agreements to ensure that they serve our interests in retaining our key executives, are consistent with market and industry practice, and are reasonable. 2024 Proxy Statement | 63 Tax and Accounting Considerations Our compensation programs are affected by each of the following: Accounting for Stock-Based Compensation. We consider certain requirements of GAAP in determining changes to policies and practices for our stock-based compensation programs. Section 162(m) of the Internal Revenue Code. Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code Section 162(m)”), generally provides that compensation in excess of $1 million paid to the CEO, Chief Financial Officer, and certain other employees, including NEOs (“covered employees”), of a public company will not be deductible for U.S. federal income tax purposes. Our primary objective in designing and administering our compensation policies is to support and encourage the achievement of our strategic goals and to enhance long-term shareholder value. We also believe that it is important to preserve flexibility in administering compensation programs. For these and other reasons, the committee has determined that it will not necessarily seek to limit executive compensation to the amount that would be fully deductible under Code Section 162(m). The committee will continue to monitor developments and assess alternatives for managing the deductibility of compensation payments and benefits to the extent reasonably practicable, as determined by the committee to be consistent with our compensation policies and in the best interests of the Company and our shareholders. Section 409A of the Internal Revenue Code. Section 409A imposes additional significant taxes in the event that an executive officer or director receives “deferred compensation” that does not satisfy the requirements of Section 409A. Our plans are intended to be exempt from, or comply with, Section 409A. Compensation Risk Analysis The committee has engaged in a thorough risk analysis of our compensation plans, programs, policies, and practices for all employees. This includes advice from the Company’s Senior Vice President – Chief Administrative Officer describing the executive compensation program, and describing risk mitigation characteristics, if any, of the Company’s short- and long-term incentive programs. For the following reasons, the committee believes the design of our compensation programs, the governance of our programs, and our risk oversight process guard against imprudent risk taking that could have a material adverse effect on the Company. Compensation Program Design Protections • our base pay programs consist of competitive salaries that provide a fixed level of income on a regular basis. This mitigates incentives on the part of our executives and employees to take unnecessary or imprudent risks; • the Board reviews the Company’s strategic plan and long-term financial and operational plans, and approves the capital budget, which serve as the basis for setting short- and long-term incentive goals. Goals are intended to drive shareholder value and are set relative to the approved budget, historical and future expected performance, and a reasonable amount of stretch so they do not encourage imprudent risk taking; • our short-term incentive program provides variable pay opportunities for certain position levels based on achievement of multiple short-term performance goals. Goals are set at reasonable levels and payouts are managed as a percentage of pay; • the maximum awards that may be paid to executive officers under the short- and long-term incentive programs are capped, and the committee retains the discretion to reduce payouts under the plans; • the largest amount of executive incentive compensation opportunity is generally tied to long-term incentive compensation that emphasizes sustained Company performance over time. This reduces the incentive for executives and other employees to take risks that might increase short-term compensation at the expense of longer-term Company results; and • equity awards have multi-year vesting, and RSU awards for executives are counted towards their stock ownership guidelines. This aligns the long-term interests of our NEOs and other executives with those of our shareholders and discourages taking short-term risks at the expense of longer-term performance. Compensation Committee    Interlocks and Insider    Participation The members of the committee are set forth in the Compensation Committee Report. There are no members of the committee who were officers or employees of Hecla or any of our subsidiaries during the calendar year. Mr. Johnson was an executive officer of Hecla from 1983 to 1999, as well as for Hecla’s subsidiary, Hecla Limited. Mr. Johnson currently receives a monthly retirement and SERP payment from the Company for his years of service. There are no other relationships requiring disclosure under the proxy rules promulgated by the SEC or the NYSE. Compensation Committee Report The committee has reviewed and discussed the CD&A with Hecla’s CEO and Senior Vice President – Chief Administrative Officer, and based on its review and discussions, the committee recommended to the Board, and the Board has approved, the CD&A included in this Proxy Statement and incorporated by reference in Hecla’s Annual Report on Form 10-K for the year ended December 31, 2023. Respectfully submitted by The Compensation Committee of the Board of Directors Charles B. Stanley, Chair Catherine J. Boggs George R. Johnson Compensation Of Named Executive Officers Summary Compensation Table for 2023 The following compensation tables provide information regarding the compensation of our CEO, Senior Vice President – Chief Financial Officer, and three other most highly compensated officers for the calendar year ended December 31, 2023, determined in accordance with SEC rules. Name and Principal Position    Year    Salary(1) ($)    Stock Awards(2) ($)   Non-Equity Incentive Plan Compensation(3) ($)   Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) ($)   All Other Compensation ($)       Total     ($)   Phillips S. Baker, Jr. CEO        2023        784,375        1,216,206 (5)        1,434,375       685,029       22,569 (8)        4,142,554        2022        722,917        1,205,255       2,630,625       —       21,069       4,579,866        2021        664,792        1,370,005       885,500       824,973       19,830       3,765,100 Russell D. Lawlar Senior Vice President – Chief Financial Officer        2023        352,688        329,041 (5)        472,350       38,428       22,569 (8)        1,215,076        2022        294,792        306,052       674,891       —       20,818       1,296,553        2021        245,209        361,398       185,500       39,682       19,270       851,059 Michael L. Clary(9) Senior Vice President – Chief Administrative Officer        2023        320,625        303,738 (5)        462,000       1,353,530       22,463 (8)        2,462,356        2022        281,042        282,509       778,688       —       20,711       1,362,950   Robert D. Brown(10) Vice President – Corporate Development & Sustainability        2023        315,000        275,679 (5)        383,250       86,114 (6)        8,066 (8)        1,068,109        2022        282,000        268,235       761,250       —       20,415       1,331,900        2021        264,000        342,705       237,600       73,393       19,440       937,138 David C. Sienko Vice President – General Counsel        2023        306,875        263,057 (5)        342,000       — (7)        22,420 (8)        934,352        2022        281,042        268,235       671,250       —       20,711       1,241,238        2021        265,000        323,999       214,650       43,798       19,389       866,836 Lauren M. Roberts Former Senior Vice President – Chief Operating Officer        2023        448,875        506,230 (5)        —       287,623       29,999 (8)        1,272,727        2022        398,336        470,849       1,041,000       133,033       21,069       2,064,287        2021        380,000        486,004       418,000       314,706       19,830       1,618,540 (1) Salary amounts include base salary both earned and paid in cash during the calendar year listed. (2) Represents RSUs awarded, and PSUs granted in each of the calendar years for 2023, 2022 and 2021. The amounts represent the aggregate grant date fair value of the awards granted to each NEO computed in accordance with stock-based accounting rules (FASB ASC Topic 718). Assumptions used in the calculation of these amounts are included in Note 12 – Stockholders’ Equity to our calendar year 2023 consolidated financial statements, which is included in our Annual Report on Form 10-K filed with the SEC on February 15, 2024 RSUs generally vest in three substantially equal annual installments beginning on June 21 of the year following the date of grant. Consistent with the requirements of FASB ASC Topic 718, the value of PSUs is based on the estimated outcome as of the date of grant. In accordance with FASB ASC Topic 718, this result is based on a relative TSR result modeled using a Monte Carlo simulation. Please see the Grants of Plan-Based Awards for 2023 table on page 69 for more information about the awards granted in 2023. The amounts in this column reflect the aggregate grant date fair value of the PSUs for accounting purposes determined in accordance with SEC rules and do not reflect the actual economic value that may be realized by the NEO at the end of a relevant three-year performance period. (3) This column represents the performance payments awarded and earned by the NEOs for the calendar years 2023, 2022 and 2021 under our STIP and for the LTIP plan periods 2021-2023, 2020-2022, and 2019-2021. The 2021 STIP and 2022 STIP awards were paid in cash. The 2020-2022 LTIP awards were paid in cash. There was no payout for the 2019-2021 LTIP. At the election of the NEO, the award for the 2023 STIP was paid 68 | 2024 Proxy Statement either in cash or in common stock of the Company, and the 2021-2023 LTIP award was paid 100% in common stock of the Company. See 2023 STIP Award Summary table on page 56 for the amount of shares received by each NEO. The awards for each of the plan years are as follows: Name    Year    STIP Award ($)    LTIP Plan Period    LTIP Units (#)    Unit Value ($)    LTIP Award ($)      Total STIP   and LTIP ($) Baker        2023        928,125        2021-2023        9,000        56.25        506,250        1,434,375          2022        1,640,625        2020-2022        8,000        123.75        990,000        2,630,625            2021        885,500        2019-2021        10,000        —        —        885,500 Lawlar        2023        303,600        2021-2023        3,000        56.25        168,750        472,350          2022        419,100        2020-2022        2,067        123.75        255,791        674,891            2021        185,500        2019-2021        1,267        —        —        185,500 Clary        2023        293,250        2021-2023        3,000        56.25        168,750        462,000            2022        525,000        2020-2022        2,050        123.75        253,688        778,688 Brown        2023        214,500        2021-2023        3,000        56.25        168,750        383,250          2022        390,000        2020-2022        3,000        123.75        371,250        761,250            2021        237,600        2019-2021        3,000        —        —        237,600 Sienko        2023        173,250        2021-2023        3,000        56.25        168,750        342,000          2022        300,000        2020-2022        3,000        123.75        371,250        671,250            2021        214,650        2019-2021        3,000        —        —        214,650 Roberts*        2023        —        2021-2023        —        —        —        —          2022        546,000        2020-2022        4,000        123.75        495,000        1,041,000            2021        418,000        2019-2021        3,222        —        —        418,000 * Mr. Roberts retired on December 15, 2023, and as a result, he was not eligible for the 2023 STIP or 2021-2023 LTIP awards. (4) The amounts in this column for 2023 are changes between December 31, 2023 and December 31, 2022 in the actuarial present value of the accumulated pension benefits. (5) Includes: (i) RSUs granted to each NEO on June 21, 2023, and (ii) PSUs awarded to each NEO on June 21, 2023. See Grants of Plan-Based Awards for 2023 table on page 69 and PSUs on page 59 for a description of the PSUs. (6) As a non-U.S. citizen, Mr. Brown is not a participant in the Retirement Plan, but he does participate in the SERP. In lieu of participation in the Retirement Plan, Mr. Brown is expected to receive a similar supplemental benefit as if he had participated in this plan. See Retirement Plan on page 73 for a description of non-U.S. employee’s retirement benefits. (7) During 2023, Mr. Sienko became eligible for an early retirement under the Pension Plan. While Mr. Sienko earned more service time in 2023, the present value of his accumulated pension benefit decreased ($18,803) due to calculating the value of an early retirement as opposed to the value of an ordinary retirement at age 65. Per SEC rules, we have shown zero in this column of the Summary Compensation Table for Mr. Sienko for calendar year-end 2023 rather than his negative change in pension value. (8) Includes the following: NEO      Matching 401(k) Contribution ($)       Annual Life Insurance Premium ($)     Unused Vacation ($)      Total ($)     Baker      19,800       2,769       —        22,569   Lawlar      19,800       2,769       —        22,569   Clary      19,800       2,663       —        22,463   Brown      6,600 (i)      1,466 (ii)      —        8,066   Sienko      19,800       2,620       —        22,420   Roberts      19,800       2,769       7,430        29,999   (i) This amount was paid to Mr. Brown in lieu of the 401(k) match. Canadian employees are excluded from participation in the 401(k) Plan. Mr. Brown is paid in Canadian funds. The amounts reported are in U.S. dollars based on the applicable exchange rates as reported by the Bank of Canada from time-to-time. (ii) Life insurance premium is paid in Canadian funds. 2024 Proxy Statement | 69 (9) Mr. Clary was appointed Senior Vice President – Chief Administrative Officer in July 2021, but was not an NEO for calendar year-end 2021. (10) Mr. Brown receives his compensation in Canadian funds. The amount reported for Mr. Brown is in U.S. dollars based on the applicable exchange rates as reported by the Bank of Canada from time-to-time during this time period. The following table shows all plan-based awards granted to the NEOs during 2023. Grants of Plan-Based Awards for 2023              Estimated Future Payouts Under Non-Equity Incentive Plan Awards   Estimated Future Payouts Under Equity Incentive Plan Awards   All Other Stock Awards: Number of Shares of Stock or Units (#)     Grant Date   Fair Value of   Stock and Option Awards(1) ($) Name   Grant Date   Threshold ($)   Target ($)   Maximum ($)   Threshold (#)   Target (#)   Maximum (#) Phillips S. Baker, Jr.                                                                                           RSUs(2)       6/21/23                                                                   141,584       714,999 PSUs(3)       6/21/23                                     35,396       141,584       283,168                 501,207 LTIP(4)                 —       990,000       6,930,000                                                   STIP(5)                       —       1,031,250       2,062,500                                                                                 Russell D. Lawlar                                                                                           RSUs(2)       6/21/23                                                                   44,401       224,225 PSUs(3)       6/21/23                                     7,402       29,609       59,218                 104,816 LTIP(4)                 —       362,250       2,535,750                                                   STIP(5)                       —       379,500       759,000                                                                                 Michael L. Clary                                                                                           RSUs(2)       6/21/23                                                                   40,990       207,000 PSUs(3)       6/21/23                                     6,832       27,327       54,654                 96,738 LTIP(4)                 —       341,550       2,390,850                                                   STIP(5)                       —       345,000       690,000                                                                                 Robert D. Brown                                                                                           RSUs(2)       6/21/23                                                                   37,030       187,002 PSUs(3)       6/21/23                                     6,263       25,050       50,100                 88,677 LTIP(4)                 —       311,850       2,182,950                                                   STIP(5)                       —       231,000       462,000                                                                                 David C. Sienko                                                                                           RSUs(2)       6/21/23                                                                   35,350       178,518 PSUs(3)       6/21/23                                     5,970       23,881       47,762                 84,539 LTIP(4)                 —       297,810       2,084,670                                                   STIP(5)                       —       220,500       441,000                                                                                 Lauren M. Roberts*                                                                                           RSUs(2)       6/21/23                                                                   68,317       345,001 PSUs(3)       6/21/23                                     11,386       45,545       91,090                 161,229 LTIP(4)                 —       517,500       3,622,500                                                   STIP(5)                       —       483,000       966,000                                                                                 * Mr. Roberts retired from Hecla on December 15, 2023. He is not eligible to receive any RSUs, PSUs, LTIP or STIP awards. (1) The RSU amounts represent the aggregate grant date fair value of the awards granted to each NEO computed in accordance with stock-based accounting rules (FASB ASC Topic 718). Assumptions used in the calculation of these amounts are included in Note 12 – Stockholders’ Equity to our calendar year 2023 consolidated financial statements, which are included in our Annual Report on Form 10-K filed with the SEC on February 15, 2024 (the “Form 10-K”). RSUs generally vest in three substantially equal annual installments beginning on June 21 in the year following the date of 70 | 2024 Proxy Statement grant. Consistent with the requirements of FASB ASC Topic 718, the value of PSUs is based on the estimated outcome as of the date of grant. In accordance with FASB ASC Topic 718, this result is based on a relative TSR result modeled using a Monte Carlo simulation. The amounts in this column reflect the aggregate grant date fair value of the PSUs for accounting purposes determined in accordance with SEC rules and do not reflect the actual economic value that may be realized by the NEO at the end of the relevant three-year performance period. (2) Represents the number of RSUs granted on June 21, 2023 to the NEOs under the terms of the 2010 Stock Plan. The restrictions generally lapse for one-third of the RSUs on June 21, 2024, 2025, and 2026, at which time the units are converted into shares of our common stock. The grant date fair value of the RSUs is the number of RSUs multiplied by the closing price of the Company common stock on the grant date of June 21, 2023 ($5.05). (3) Represents the number of PSUs granted under the 2010 Stock Plan, having a target value for each NEO of: Mr. Baker, $715,000; Mr. Lawlar, $149,525; Mr. Clary, $138,000, Mr. Brown, $126,500, Mr. Sienko, $120,600, and Mr. Roberts, $230,000, with the potential of up to 200% of this target value (subject to specific performance terms and conditions established for these PSUs) awarded to the NEOs under the 2010 Stock Plan. Determination of the actual number of shares to be received in settlement of these PSUs will be based on the TSR of Hecla common stock for the three-year period from January 1, 2023 through December 31, 2025, based on the following percentile rank within peer group companies: • 100th percentile rank = maximum award at 200% of target; • 40th - 60th percentile rank = target award at grant value; • 25th percentile rank = threshold award at 25% of target. Hecla’s TSR performance versus that of TSR peer group companies will be based on a comparison of the average share price over the last 60 calendar days prior to January 1, 2023 (as the base price) with the average share price the last 60 calendar days of the three-year performance period, plus dividends, to determine relative share value performance and ranking among peers. (4) Represents the potential value of the payout for each NEO under the 2023-2025 LTIP period if the threshold, target, or maximum goals are satisfied for all performance measures. The potential payouts are performance-driven and therefore completely at-risk. The business measurements and performance goals for determining the payout are described in the CD&A starting on page 56. Dollar amounts shown are valued as follows on a per unit basis: Threshold, $0; Target, $90; and Maximum, $630. The number of units awarded to each NEO for the 2023-2025 LTIP period are as follows: NEO    2023-2025 LTIP    Units (#) Baker 11,000 Lawlar 4,025 Clary 3,795 Brown 3,465 Sienko 3,309 Roberts — (5) Represents the potential value of the payout for each NEO under the 2023 STIP described in the CD&A starting on page 51. The total payout to each NEO under the 2023 STIP is described in footnote 3 to the Summary Compensation Table for 2023 on page 67. 2024 Proxy Statement | 71 The following table provides information on the current holdings of stock awards by the NEOs. This table includes unvested RSUs and unvested PSUs. Outstanding Equity Awards at Calendar Year-End for 2023       Stock Awards   Name    Number of Shares or Units of Stock That Have Not Vested(1) (#)      Market Value of Shares or Units of Stock That Have Not Vested(2) ($)      Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)     Equity Incentive Plan Awards: Market or Payout Value of    Unearned Shares,    Units or Other Rights That Have Not Vested(3) ($)   Phillips S. Baker, Jr.      260,552        1,253,255                               146,726 (4)      705,752                            141,584 (5)      681,019   Russell D. Lawlar      80,937        389,307                               29,345 (4)      141,149                            29,609 (5)      142,419   Michael L. Clary      75,269        362,044                   27,088 (4)      130,293                            27,327 (5)      131,443   Robert D. Brown      69,380        333,718                   25,959 (4)      124,863                            25,050 (5)      120,491   David C. Sienko      67,277        323,602                   25,959 (4)      124,863                            23,881 (5)      114,868   Lauren M. Roberts*      —        —        —       —   * Mr. Roberts retired on December 15, 2023, and as a result, he is not eligible for any of these awards. (1) The following table shows the dates on which the RSUs in the outstanding equity awards table vest and the corresponding number of shares, subject generally to continued employment through the vest date.         Number of Unvested Restricted Stock Units   Vesting Date    Baker      Roberts      Lawlar      Clary      Brown      Sienko    June 21, 2024      117,255        —        36,665        34,399        31,903        30,920    June 21, 2025      96,103        —        29,472        27,207        25,134        24,574    June 21, 2026      47,194        —        14,800        13,663        12,343        11,783    Total      260,552        —        80,937        75,269        69,380        67,277    (2) The market value of the RSUs is based on the closing market price of our common stock on the NYSE as of December 29, 2023, which was $4.81. (3) The market value of the PSUs is based on the closing market price of our common stock on the NYSE as of December 29, 2023, which was $4.81. (4) Award of PSUs, the value of which will be determined based on the TSR of Hecla common stock for the three-year period from January 1, 2022 through December 31, 2024. For purposes of determining the amounts reflected in this column, it is assumed that threshold performance was achieved as of the calendar year ended December 31, 2023. 72 | 2024 Proxy Statement (5) Award of PSUs, the value of which will be determined based on the TSR of Hecla common stock for the three-year period from January 1, 2023 through December 31, 2025. For purposes of determining the amounts reflected in this column, it is assumed that threshold performance was achieved as of the calendar year ended December 31, 2023. The following table shows the number of stock awards that vested during calendar year 2023 for each of the NEOs, and the value realized on the vesting of stock awards during calendar year 2023. Stock Vested in 2023       Stock Awards   Name    Number of Shares Acquired on Vesting (#)     Value Realized on Vesting ($)   Phillips S. Baker, Jr.      44,004 (1)      222,220          21,151 (2)      106,813          48,909 (3)      246,990            111,041 (4)      393,085   Russell D. Lawlar      6,600 (1)      33,330          7,191 (2)      36,315          14,673 (3)      74,099            24,428 (4)      86,475   Michael L. Clary      22,002 (1)      111,110          7,191 (2)      36,315          13,544 (3)      68,397            24,428 (4)      86,475   Robert D. Brown      17,601 (1)      88,885          6,768 (2)      34,178          12,792 (3)      64,600            23,319 (4)      82,549   David C. Sienko      16,501 (1)      83,330          6,345 (2)      32,042          12,792 (3)      64,600            22,208 (4)      78,616   Lauren M. Roberts      24,752 (1)      124,998          9,518 (2)      48,066          22,574 (3)      113,999            0 (4)      0   (1) The NEOs were granted these RSUs on June 22, 2020. On June 21, 2023, the restrictions lapsed, and each NEO received his units in the form of shares of our common stock. The value realized was based on the closing sales price of our common stock on the NYSE on June 21, 2023, which was $5.05. (2) The NEOs were granted these RSUs on June 21, 2021. On June 21, 2023, the restrictions lapsed, and each NEO received his units in the form of shares of our common stock. The value realized was based on the closing sales price of our common stock on the NYSE on June 21, 2023, which was $5.05. (3) The NEOs were granted these RSUs on June 21, 2022. On June 21, 2023, the restrictions lapsed, and each NEO received his units in the form of shares of our common stock. The value realized was based on the closing sales price of our common stock on the NYSE on June 21, 2023, which was $5.05. (4) For Messrs. Baker, Lawlar, Clary, Brown, and Sienko, reflects the PSUs earned for the 2021-2023 performance period that ended on December 31, 2023, because performance targets were met. Mr. Roberts retired from the Company on December 15, 2023, therefore, his 2021-2023 PSUs were forfeited. The value shown as realized on vesting is based on the closing price of our common stock on the NYSE on February 26, 2024 ($3.54), which was the date on which the executive’s received the shares underlying their PSUs. See 2021-2023 PSU Results on page 60 for further information. Other Benefits Pension Benefits The following table shows pension information under the Retirement Plan and the SERP for the NEOs as of December 31, 2021.2023. The terms and conditions for participation in, and payments from, these plans are described on page 72 under Retirement Plan.below. The actuarial present value of the accumulated benefit is determined using the same assumptions used for financial reporting purposes except that retirement age is assumed to be the normal retirement age of 65, or the current age if eligible for early retirement. These assumptions are in Note 6 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.2023.   Name    Plan Name    Number of Years Credited Service (#)    Present Value  of Accumulated Benefit ($)    Payments   During   Last   Calendar   Year   ($)      Plan Name    Number of Years Credited Service (#)    Present Value of Accumulated Benefit ($)    Payments   During   Last   Calendar   Year   ($)  Phillips S. Baker, Jr.    Retirement Plan        20        1,254,492        --   Phillips S. Baker, Jr. Michael L. Clary Michael L. Clary    SERP             10,041,761        --   Russell D. Lawlar    Retirement Plan        10        168,092        --   Russell D. Lawlar Robert D. Brown Robert D. Brown David C. Sienko David C. Sienko    Retirement Plan               369,226        SERP             760        --   Lauren M. Roberts    Retirement Plan        10        159,249        --   Lauren M. Roberts    SERP             514,335        --   Robert D. Brown(1)    Retirement Plan               N/A        N/A      SERP        6        461,447        --   David C. Sienko    Retirement Plan        11        535,898        --      SERP             452,893        --   Lindsay A. Hall(1), (2)    Retirement Plan               N/A        N/A      SERP        5        926,450        --   (1) As a non-U.S. citizens, Mr. Hall and citizen, Mr. Brown areis not participantsa participant in the Retirement Plan; however, they dohe does participate in the SERP.SERP, which is shown in Canadian dollars. Retirement Plan Our NEOs, except for those who are not U.S. citizens, participate in the Retirement Plan, which is a defined benefit plan. Canadian NEOs participate in Canada’s public retirement income system, which includes the following components: (i) the Canada (or Quebec) Pension Plan, which is a contributory, earnings-related social insurance program, and (ii) the Old Age Security program. In addition, the Registered Retirement Savings Plan is a tax-deferred individual savings plan available to Canadian employees. Mexican employees participate in Mexico’s public retirement income system, which is based on contributions the employee, employer and the government submit to the retirement savings system. The system is administered through savings accounts managed by private fund managers selected by the participant. Contributions to the Retirement Plan, and the related expense or income, are based on general actuarial calculations and, accordingly, no portion of our contributions, and related expenses or income, is specifically attributable to our officers. Hecla also offers the Supplemental Excess Retirement Plan (SERP) under which the amount of any benefits not payable under the Retirement Plan by reason of the limitations imposed by the Internal Revenue Code and/or the Employee Retirement Income Security Act, as amended (the Acts), and the loss, if any, due to a deferral of salary made under our KEDCP will be paid out of our general funds to any employee covered by the SERP who may be adversely affected. Under the Acts, the current maximum annual pension benefit payable by the Retirement Plan to any employee is $245,000 (for 2023), subject to specified adjustments, and is calculated using earnings not more than $330,000. (2) 74 | 2024 Proxy Statement A participant in the Traditional Pension Plan, upon reaching the normal retirement age of 65, is eligible to receive annual retirement benefits in monthly installments for life equal to, for each year of credited service, 1% of final average annual earnings (defined as the highest average earnings of such employee for any 36 consecutive calendar months for participants hired on or before June 30, 2013, and as the highest average earnings of such employee for any 60 consecutive calendar months, for participants hired after June 30, 2013, during the final 120 calendar months of service) up to the applicable covered compensation level (which level is based on the Social Security maximum taxable wage base) and 1.75% of the difference, if any, between final average annual earnings and the applicable covered compensation level. A participant in the Cash Balance Plan, upon reaching the normal retirement age of 65, is eligible to receive their account balance, or alternatively, an actuarially equivalent monthly benefit for life. The participant’s account balance is credited each quarter with pay credits equal to 3% to 6% of their eligible earnings, depending on years of service, and interest credits, as a rate equal to the quarterly rate of change in the consumer price index plus three-quarters of one percent (3/4%). The Retirement Plan and SERP define earnings for purposes of the plans to be “a wage or salary for services of employees inclusive of any bonus or special pay including gain-sharing programs, contract miners’ bonus pay and the equivalent,” except that on or after July 1, 2013, earnings are defined as “base salary or wages for personal services and elective deferrals plus (i) elective deferrals not includable in the gross income of the employee under Code Sections 125, 132(f)(4), 402(e)(3), 402(h), 403(b) and 457, (ii) one-half (1/2) of any performance-based or STIP bonus, (iii) one-half (1/2) of any safety incentive award, (iv) paid time off, other than pay while on disability leave, (v) any post-employment payment for services performed during the course of employment that would have been paid to the employee prior to the severance from employment if the employee had continued in employment with Hecla, and (vi) compensation for overtime at the employee’s regular rate of pay.” The following table shows estimated aggregate annual benefits under the Retirement Plan and the SERP payable upon retirement to a participant who retires in 2023 at age 65 having the years of service and final average annual earnings as specified. The table assumes Social Security covered compensation levels in effect on January 1, 2023. Estimated Annual Retirement Benefits Final Average    Years of Credited Service   Annual Earnings    5      10      15      20      25      30      35   $ 100,000    $ 5,000      $ 10,000      $ 15,000      $ 20,000      $ 25,000      $ 30,000      $ 35,000     150,000      9,319        18,639        27,958        37,277        46,597        55,916        65,235     200,000      13,694        27,389        41,083        54,777        68,472        82,166        95,860     250,000      18,069        36,139        54,208        72,277        90,347        108,416        126,485     300,000      22,444        44,889        67,333        89,777        112,222        134,666        157,110     350,000      26,819        53,639        80,458        107,277        134,097        160,916        187,735     400,000      31,194        62,389        93,583        124,777        155,972        187,166        218,360     450,000      35,569        71,139        106,708        142,277        177,847        213,416        248,985     500,000      39,944        79,889        119,833        159,777        199,722        239,666        279,610     550,000      44,319        88,639        132,958        177,277        221,597        265,916        310,235     600,000      48,694        97,389        146,083        194,777        243,472        292,166        340,860     650,000      53,069        106,139        159,208        212,277        265,347        318,416        371,485     700,000      57,444        114,889        172,333        229,777        287,222        344,666        402,110     750,000      61,819        123,639        185,458        247,277        309,097        370,916        432,735     800,000      66,194        132,389        198,583        264,777        330,972        397,166        463,360     850,000      70,569        141,139        211,708        282,277        352,847        423,416        493,985     900,000      74,944        149,889        224,833        299,777        374,722        449,666        524,610     950,000      79,319        158,639        237,958        317,277        396,597        475,916        555,235    1,000,000      83,694        167,389        251,083        334,777        418,472        502,166        585,860     Mr. Hall retired in March 2021.2024 Proxy Statement | 75 Benefits listed in the pension table are not subject to any deduction for Social Security or other offset amounts. As of December 31, 2023, the following NEOs have completed the indicated number of full years of credited service: Mr. Baker, 22 years; Mr. Clary, 29 years; Mr. Lawlar, 13 years; Mr. Brown, 6 years; Mr. Sienko 13 years; and Mr. Roberts, 12 years. The table below provides information on the nonqualified deferred compensation of the NEOs in 2021.2023. Nonqualified Deferred Compensation for 20212023   Name    Executive Contributions in Last FY ($)   Registrant Contributions in Last FY ($)   Aggregate Earnings in Last FY ($)    Aggregate Withdrawals/ Distributions ($)    Aggregate   Balance of   Stock   At Last FYE   ($)(1)   Phillips S. Baker, Jr.        --       --       --        --        9,374,932    Russell D. Lawlar        --       --       --        --        -- Lauren M. Roberts        292,603 (2)        29,260 (2)        --        --        1,770,201 Robert D. Brown(3)        --       --       --        --        -- David C. Sienko        --       --       --        --        -- Lindsay A. Hall(3), (4)        --       --       --        --        -- Name Executive Contributions in Last FY ($) Registrant Contributions in Last FY ($) Aggregate Earnings in Last FY ($) Aggregate Withdrawals/ Distributions ($) Aggregate  Balance of  Stock  At Last FYE  ($)(1) Phillips S. Baker, Jr. — — — — 8,638,587 Russell D. Lawlar — — — — — Michael L. Clary — — — — — Robert D. Brown(2) — — — — — David C. Sienko — — — — — Lauren M. Roberts* — — — — 1,631,162 * Mr. Roberts retired from Hecla on December 15, 2023. Under the terms of the KEDCP, he will receive any shares he deferred under the KEDCP 6 months after he leaves the Company. He will receive the 339,119 shares held under the KEDCP in June 2024. (1) Total amount of deferred shares held under the KEDCP as of December 31, 2021.2023. The value shown in this column is the value of the total amount of shares held in the KEDCP multiplied by our closing stock price on the NYSE on December 31, 202129, 2023 ($5.22)4.81). The number of shares so held is as follows: Baker, 1,795,964 shares; and Roberts, 339,119 shares. (2) Mr. Roberts deferred a portion of his 2021 base salary and his 2020 STIP cash award to the KEDCP. The total amount of compensation deferred to the KEDCP ($292,603) was credited to a stock account and converted to share units on a quarterly basis. The Company match in 2021 was $29,260 and was credited to Mr. Robert’s stock account and converted to share units. The deferred executive contribution cash amount is reported in the Summary Compensation Table for 2021 on page 57 as part of Mr. Roberts total 2021 compensation. The total amount of shares held by Mr.Messrs. Baker and Roberts under the KEDCP is also reported in the Security Ownership of CertainBeneficial Owners and Management Table on page 75.88. (3)(2) Canadian employees are not eligible to participate in our deferred compensation plan. (4) Mr. Hall retired in March 2021. 2022 Proxy Statement    65 Compensation of Named Executive Officers Pursuant to the Company’s KEDCP, executives and key employees, including the NEOs, may defer all or a portion of their base salary, cash or equity awards earned under the LTIP and STIP, and any vested RSUs or vested PSUs granted under the 2010 Stock Plan. Deferral elections are made by the individual generally in the year prior to the beginning of the plan year for amounts to be earned or granted in the following year. Base salary, STIP and LTIP amounts deferred under the KEDCP are credited to either an investment account or a stock account at the participant’s election. Amounts credited to an investment account are valued in cash, credited with deemed interest, and distributed with deemed interest in cash upon a distributable event. RSUs and other common stock awarded (PSUs) under the 2010 Stock Plan and deferred by a participant are credited to a stock account. Amounts credited to the stock account of a participant are valued based upon our common stock and are delivered to the participant in shares of our common stock upon a distributable event. The KEDCP also provides for corporate matching amounts where the participants elect to have their base salary, STIP or LTIP cash awards credited to a stock account. Matching contributions are also valued based on our common stock and distributed upon a distributable event in stock. The ability to defer compensation into a company stock account promotes alignment of the interests of participants with those of our common shareholders. It also provides for corporate discretionary allocations of amounts valued based upon our common stock and credited to a stock account. As of the end of the last day of each calendar month, an additional amount is credited to the investment account of the participant equal to the product of (i) the average daily balance of the investment account for the month, multiplied by (ii) the annual prime rate for corporate borrowers quoted at the beginning of the quarter by The Wall Street Journal (or such other comparable interest rate as the committee may designate from time to time). The amounts credited to the investment or stock account of a participant under the KEDCP are distributable or payable within 75 days of the earliest to occur of the following distribution events: (i) the date on which the participant separates from service with us, with the distribution delayed for six months for certain “specified employees;” (ii) “disability” as defined in Section 409A of the Internal Revenue Code; (iii) the participant’s death; (iv) a fixed date or fixed schedule selected by the participant at the time the deferral election was made; (v) an “unforeseeable emergency,” as defined in Section 409A of the Internal Revenue Code; (vi) a “change in control” of the Company, as defined in regulations issued by the Internal Revenue Service under Section 409A of the Internal Revenue Code; and (vii) termination of the KEDCP. The KEDCP is at all times considered to be entirely unfunded both for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, and no provision will at any time be made with respect to segregating our 76 | 2024 Proxy Statement assets for the payment of any amounts under the KEDCP. Any funds that may be invested for purposes of fulfilling our promises under the KEDCP are for all purposes to be part of our general assets and available to general creditors in the event of a bankruptcy or insolvency of the Company. Nothing contained in the KEDCP will constitute a guarantee by us that any funds or assets will be sufficient to pay any benefit under the KEDCP. Potential Payments Upon Termination or Change in Control We have a change in control agreement (“CIC Agreement”) with each of our NEOs (Messrs. Baker, Lawlar, Roberts,Clary, Brown and Sienko). The CIC Agreement expired for Mr. Hall was terminatedRoberts upon his retirement from the Company in March 2021.on December 15, 2023. The CIC Agreements provide that each of the NEOs will serve in such executive position as the Board may direct. The CIC Agreements become effective only upon a change in control of the Company (the date of such change in control is referred to as the “Effective Date”). The term of employment under the CIC Agreements is two years from the Effective Date (except for Messrs.Mr. Baker and Mr. Sienko, who each have a termterms of three years from the Effective Date). Any CIC Agreements entered into with newly hired executives will contain an employment term of two years from the Effective Date. The CIC Agreements automatically extend for an additional year on each anniversary date of the agreements unless we give notice of nonrenewal 60 days prior to the anniversary date. Under the CIC Agreements, a change in control is, with certain limitations, deemed to occur if: (i) an individual or entity (including a “group” under Section 13(d) (3) of the Exchange Act) becomes the beneficial owner of 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; (ii) as the 66     www.hecla-mining.com Compensation of Named Executive Officers result of a tender offer, merger, proxy fight or similar transaction, the persons who were previously directors of the Company cease to constitute a majority of the Board; (iii) consummation of the sale of all, or substantially all, of the assets of the Company (with certain limitations) occurs; or (iv) the approval of a plan of dissolution or liquidation. The CIC Agreements are intended to ensure, among other things, that in the event of a change in control, each NEO will continue to focus on adding shareholder value. We seek to accomplish this by assuring that each NEO continues to receive payments and other benefits equivalent to those being received at the time of a change in control for the duration of the employment term under of the CIC Agreement. The CIC Agreements also provide that should an NEO’s employment be terminated either (i) by the NEO for good reason, or (ii) by the Company (other than for cause or disability) after the Effective Date of the CIC Agreement, the NEO would receive from us a lump-sum defined amount generally equivalent to three times the aggregate of the annual base salary rate, the highest STIP and the prorated LTIP during the three-year period, prior to the Effective Date. For Messrs. Lawlar, Roberts,Clary, and Brown, and any other CIC Agreements entered into hereafter, the lump-sum defined amount is generally equivalent to two times. The NEOs would also be entitled to lump-sum payments representing the difference in pension and supplemental retirement benefits to which they would be entitled on (i) the date of actual termination, and (ii) the end of the three-year (or two-year where applicable) employment period under the CIC Agreements. We would also maintain such NEO’s participation in all benefit plans and programs (or provide equivalent benefits if such continued participation waswere not possible under the terms of such plans and programs). A NEO whose employment has terminated would not be required to seek other employment to receive the defined benefits. 2024 Proxy Statement | 77 The following table summarizes the circumstances under which our NEOs would receive severance benefits upon termination or a change in control. Summary of Potential Payments Upon Termination or Change in Control   Compensation Element   Termination Following a Change in Control(1)   Termination due to Death or Disability   Involuntary Not For Cause or Voluntary Termination   For Cause Termination   Retirement Base Salary   Messrs. Baker and Sienko receive three times their annual base salary. Messrs. Lawlar, Roberts,Clary, and Brown receive two times their annual base salary.   N/A   N/A   N/A   N/A STIP   Messrs. Baker and Sienko receive three times the highest STIP paid in the last three years. Messrs. Lawlar, Roberts,Clary, and Brown receive two times the highest STIP paid in the last three years.   N/A   N/A   N/A   N/A 2022 Proxy Statement    67 Compensation of Named Executive Officers CompensationLTIP Element Termination Following a Change in Control(1) Termination due to Death or Disability Involuntary Not For Cause or Voluntary Termination For Cause Termination Retirement   LTIP   Messrs. Baker and Sienko receive three times the highest LTIP paid in the last three years. Messrs. Lawlar, Roberts,Clary, and Brown receive two times the highest LTIP paid in the last three years.   Each NEO would receive a prorated portion of any LTIP plan in which the NEO was a participant. The surviving spouse or other beneficiary would receive the payment based on actual performance.   N/A   N/A   To qualify for vesting of long-term award benefits, the employee must retire under the Retirement Plan and be at least age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have 7 or more years of service with the Company; or (iii) 68. If the participant meets these age and years of service requirements, their prorated portion for outstanding plan periods will be paid after the completion of those plan periods based on actual performance. RSUs   All unvested RSUs maywill vest upon a change in control.(2)   All unvested RSUs would vest immediately as of the date of such disability or death and would be delivered to the NEO, spouse, or beneficiary.   N/A   N/A   If an employee retires before their RSUs have vested, they must meet certain requirements for their RSUs to continue to vest based on the applicable vesting schedule. To qualify for vesting of RSUs, the employee must retire under the Retirement Plan and be at least age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have 7 or more years of service with the Company; or (iii) 68. 78 | 2024 Proxy Statement Compensation Element Termination Following a Change in Control(1) Termination due to Death or Disability Involuntary Not For Cause or Voluntary Termination For Cause Termination Retirement PSUs   All unearned PSUs maywill immediately become earned and vested at 100% of target level as of the date of the change in control.(2)   The TSR performance goal would be deemed achieved at 100% of target level as of the date of such disability or death and would be delivered to the NEO, spouse, or beneficiary.   N/A   N/A   To qualify for vesting of unearned PSUs, the employee must retire under the Retirement Plan and be at least age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have 7 or more years of service with the Company; or (iii) 68. 68     www.hecla-mining.com Compensation of Named Executive Officers Compensation Element Termination Following a Change in Control(1) Termination due to Death or Disability Involuntary Not For Cause or Voluntary Termination For Cause Termination Retirement Health and Welfare Benefits   Messrs. Baker and Sienko would receive three years of health and welfare benefits and disability and life insurance premiums would be paid for such three-year period. For Messrs. Lawlar, Clary, and Brown the same would apply, but for two years. In addition to any earned, but unused vacation, theyall NEOs would be eligible for up to $20,000 in outplacement assistance and the 401(k) match would be deposited in their accounts. For Messrs. Lawlar, Roberts, and Brown, the same would apply, but for two years.   Unused vacation and the 401(k) match would be deposited in their account.   N/A   N/A   Unused vacation and the 401(k) match would be deposited in their accounts.   (1) This means an involuntary termination without cause or voluntary termination for good reason within the stated period (three or two years) after the change in control. (2) Our 2010 Stock Plan provides for a double-trigger vesting. 2024 Proxy Statement | 79 The following tables reflect the amount of compensation that would be paid to each of our NEOs in the event of a termination of the NEO’s employment under the scenarios listed in the tables and should be read in conjunction with the disclosure above. The amounts shown assume that such termination was effective as of December 31, 20212023 and include estimates of the amounts that would be paid to each NEO upon such NEO’s termination. The tables only include additional benefits that result from the termination and do not include any amounts or benefits earned, vested, accrued, or owing under any plan for any other reason. Please see Grants of Plan-Based Awards for 2021 2023 on page 60, 69, Outstanding Equity Awards at Fiscal Calendar Year-End for 2021 2023 on page 62, 71, Pension Benefits table on page 65,73, and the section entitled titled Nonqualified Deferred Compensation for 2021 2023 on page 6575 for additional information. The actual amounts to be paid can only be determined at the time of such NEO’s separation from Hecla.   Termination Payments and Benefits for Phillips S. Baker, Jr.    Termination Following a Change in Control ($)      Disability ($)      Death ($)      Termination Following a Change in Control ($)   Death or Disability ($) Base Salary(1)      2,100,000        --        --   Base Salary(1) Base Salary(1) Base Salary(1) Base Salary(1) STIP(2)      3,619,500        --        --   STIP(2) STIP(2) STIP(2) STIP(2) Unvested RSUs(3)      1,168,878        1,168,878        1,168,878   Unvested RSUs(3) Unvested RSUs(3) Unvested RSUs(3) Unvested RSUs(3) Unearned PSUs(4)      1,020,327        1,020,327        1,020,327   Unearned PSUs(4) Unearned PSUs(4) Unearned PSUs(4) Unearned PSUs(4) LTIP      3,394,350 (5)       749,997 (6)       749,997 (6)  Benefits & Perquisites:          LTIP LTIP LTIP LTIP        2,970,000 (5)      1,436,247 (6)    Benefits:            Health and Welfare Benefits(7)      60,155        --        --   Health and Welfare Benefits(7) Health and Welfare Benefits(7) Health and Welfare Benefits(7) Health and Welfare Benefits(7) Life Insurance Benefits(8)      12,148        --        --   Life Insurance Benefits(8) Life Insurance Benefits(8) Life Insurance Benefits(8) Life Insurance Benefits(8) Outplacement Outplacement Outplacement Outplacement Outplacement      20,000        --        --                        Total      11,395,358        2,939,202        2,939,202                        Total Total Total Total Termination Payments and Benefits for Russell D. Lawlar    Termination Following a Change in Control ($)   Death or Disability ($) Base Salary(1)        759,000       — STIP(2)        838,200       — Unvested RSUs(3)        389,307       389,307 Unearned PSUs(4)        350,712       350,712 LTIP        511,582 (5)        499,498 (6)        Benefits:                      Health and Welfare Benefits(7)        47,286       — Life Insurance Benefits(8)        8,777       — Outplacement        20,000       — Total        2,924,864       1,239,517 Termination Payments and Benefits for Michael L. Clary    Termination Following a Change in Control ($)   Death or Disability ($) Base Salary(1)        690,000       — STIP(2)        1,050,000       — Unvested RSUs(3)        362,044       362,044 Unearned PSUs(4)        328,879       328,879 LTIP        507,376 (5)        480,599 (6)        Benefits:                      Health and Welfare Benefits(7)        60,552       — Life Insurance Benefits(8)        8,777       — Outplacement        20,000       — Total        3,027,628       1,171,522   2022 Proxy Statement    69   Compensation of Named Executive Officers 80 | 2024 Proxy Statement Termination Payments and Benefits for Robert D. Brown    Termination Following a Change in Control ($)   Death or Disability ($) Base Salary(1)        660,000       — STIP(2)        780,000       — Unvested RSUs(3)        333,718       333,718 Unearned PSUs(4)        309,447       309,447 LTIP        742,500 (5)        461,699 (6)        Benefits:                      Health and Welfare Benefits(7)        9,530       — Life Insurance Benefits(8)        11,107       — Outplacement        20,000       — Total        2,866,302       1,104,864   Termination Payments and Benefits for Russell D. Lawlar    Termination Following a Change in Control ($)      Disability ($)      Death ($)   Base Salary(1)      530,000        --        --   STIP(2)      371,000        --        --   Unvested RSUs(3)      228,808        228,808        228,808   Unearned PSUs(4)      72,866        72,866        72,866   LTIP      80,400 (5)       214,017 (6)       214,017 (6)  Benefits & Perquisites:          Health and Welfare Benefits(7)      45,090        --        --   Life Insurance Benefits(8)      7,149        --        --   Outplacement      20,000        --        --                              Total      1,355,313           515,691           515,691                              Termination Payments and Benefits for Lauren M. Roberts    Termination Following a Change in Control ($)      Disability ($)      Death ($)   Base Salary(1)      760,000        --        --   STIP(2)      1,406,000        --        --   Unvested RSUs(3)      602,237        602,237        602,237   Unearned PSUs(4)      357,784        357,784        357,784   LTIP      253,126 (5)       360,000 (6)       360,000 (6)  Benefits & Perquisites:          Health and Welfare Benefits(7)      34,407        --        --   Life Insurance Benefits(8)      8,099        --        --   Outplacement      20,000        --        --                              Total      3,441,653        1,320,021        1,320,021                              Termination Payments and Benefits for Robert D. Brown    Termination Following a Change in Control ($)      Disability ($)      Death ($)   Base Salary(1)      528,000        --        --   STIP(2)      475,200        --        --   Unvested RSUs(3)      431,600        431,600        431,600   Unearned PSUs(4)      250,445        250,445        250,445   LTIP      595,500 (5)       270,000 (6)       270,000 (6)  Benefits & Perquisites:          Health and Welfare Benefits(7)      6,444        --        --   Life Insurance Benefits(8)      7,812        --        --   Outplacement      20,000        --        --                              Total      2,315,001           952,045           952,045                              70     www.hecla-mining.com Compensation of Named Executive Officers Termination Payments and Benefits for David C. Sienko    Termination Following a Change in Control ($)      Disability ($)      Death ($)      Termination Following a Change in Control ($)   Death or Disability ($) Base Salary(1)      795,000        --        --   Base Salary(1) Base Salary(1) Base Salary(1) Base Salary(1) STIP(2)      695,625        --        --   STIP(2) STIP(2) STIP(2) STIP(2) Unvested RSUs(3)      413,492        413,492        413,492   Unvested RSUs(3) Unvested RSUs(3) Unvested RSUs(3) Unvested RSUs(3) Unearned PSUs(4)      238,517        238,517        238,517   Unearned PSUs(4) Unearned PSUs(4) Unearned PSUs(4) Unearned PSUs(4) LTIP      893,250 (5)       270,000 (6)       270,000 (6)  Benefits & Perquisites:          LTIP LTIP LTIP LTIP        1,113,750 (5)      457,020 (6)    Benefits:            Health and Welfare Benefits(7)      26,387        --        --   Health and Welfare Benefits(7) Health and Welfare Benefits(7) Health and Welfare Benefits(7) Health and Welfare Benefits(7) Life Insurance Benefits(8)      10,723        --        --   Life Insurance Benefits(8) Life Insurance Benefits(8) Life Insurance Benefits(8) Life Insurance Benefits(8) Outplacement Outplacement Outplacement Outplacement Outplacement      20,000        --        --                        Total      3,092,994        922,009           922,009                        Total Total Total Total   (1) Represents three times annual base salary for Messrs. Baker and Sienko. Represents two times annual base salary for Messrs. Lawlar, Roberts,Clary, and Brown. (2) Represents three times the highest STIP payment paid in the last three years for Messrs. Baker and Sienko. Represents two times the highest STIP payment paid in the last three years to Messrs. RobertsLawlar, Clary, and Brown. Represents two times the 2021 STIP payment paid to Mr. Lawlar. (3) In the event of a qualifying termination following a change in control, any unvested RSUs will become immediately earned and vested as of the date of the change in control termination. In the event of termination by reason of disability or death, the unvested RSUs will become immediately earned and vested as of the date of disability or death. The value is based on the closing price of Hecla’s common stock on the NYSE on December 31, 202129, 2023 ($5.22)4.81). Please see the Outstanding Equity Awards at Fiscal Calendar Year-End for 20212023 table on page 6271 for more information. (4) For unearned PSUs, the values included in the table are based on the number of unearned PSUs that would have vested if termination occurred on the last business day of 2021,2023, assuming target performance (195,465(351,762 shares for Mr. Baker, 13,95972,913 shares for Mr. Lawlar, 68,54168,374 shares for Mr. Roberts, 47,978Clary, 64,334 shares for Mr. Brown, and 45,69362,530 shares for Mr. Sienko),Sienko, multiplied by the closing price of our common stock on the NYSE on December 31, 202129, 2023 ($5.22)4.81). In the event of a change in control, any unearned performance-based shares will become immediately earned and vested as of the date of the change in control. In the event of termination by reason of disability or death, the unearned performance-based shares will become immediately earned and vested as of the date of disability or death. The totals listed in the disability and death columns are based on the number of performance-based shares that would have vested if disability or death would have occurred on the last business day of 20212023 assuming target performance for each of the NEOs, multiplied by the closing price of our common stock on the NYSE on December 31, 202129, 2023 ($5.22)4.81). (5) Represents three times the highest LTIP payment paid in the last three years for Messrs. Baker and Sienko. Represents two times the highest LTIP payment paid in the last three years for Messrs. RobertsLawlar, Clary, and Brown. Represents two times the highest LTIP payment paid to Mr. Lawlar for the 2018-2020 LTIP plan period. (6) Represents the prorated portion of outstanding LTIP plans for 2020-20222022-2024 and 2021-2023.2023-2025. (7) Reflects the estimated lump-sum value of all future premiums, which will be paid by the Company on behalf of Messrs. Baker and Sienko under our health and welfare benefit plans for three years upon a termination following a change in control. Reflects the estimated lump-sum value of all future premiums, which will be paid by the Company on behalf of Messrs. Lawlar, RobertsClary, and Brown under our health and welfare benefit plans for two years upon a termination following a change in control. (8) Reflects the estimated lump-sum value of the cost of coverage for life insurance provided by us to each NEO. 2024 Proxy Statement | 81 CEO Pay Ratio We believe our executive compensation program should be internally consistent and equitable to motivate our employees to create shareholder value. Our committee strives to design a fair and competitive compensation program that will attract, motivate, and retain employees, reward performance, and provide incentives based on our performance. As required by SEC rules, the committee reviewed a comparison of CEO pay to the pay of our “median employee.” The median employee was determined from a review of our employees as of December 31, 2021. In this review, we applied the average 2021 U.S. Dollar exchange rate, as reported by Bloomberg, to the Canadian Dollar. We determined our median employee by ranking employees from highest to lowest, excluding our CEO, based on W-2 earnings statement or comparable annual earnings statement for non-U.S. employees. The total compensation for the median employee was calculated in the same manner as our CEO.CEO for 2023. For 2021,Below is (i) the calendar year 2023 annual total compensation of our CEO, Mr. Baker; (ii) the calendar year 2023 annual total compensation of our median employee; and (iii) the ratio of the annual total compensation of our CEO was $4,740,576, and the annual total compensationto that of our median employee was $108,760. The ratioemployee. CEO PAY RATIO        2023 CEO Annual Total Compensation    $ 6,013,471   2023 Median Employee Annual Total Compensation    $ 100,579   CEO to Median Employee Pay Ratio      60:1   82 | 2024 Proxy Statement Pay Versus Performance As required by Section 953(a) of CEO paythe Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing certain information about the relationship between executive compensation actually paid to certain individuals by the Company and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the payCompensation Discussion and Analysis section of this Proxy Statement. Any differences in total values are due to rounding.                    Average Summary Compensation Table Total for Non-PEO NEOs (3) ($)     Average Compensation Actually Paid to Non-PEO NEOs (4) ($)     Value of Initial Fixed $100 Investment Based On:                 Year   Summary Compensation Table Total for PEO (1) ($)     Compensation Actually Paid to PEO (2) ($)     Total Shareholder Return (5) ($)     Peer Group Total Shareholder Return (6) ($)     Net (Loss) Income (millions) (7) ($)     Adjusted EBITDA Less Capital    (thousands) (8)     ($)   (a)   (b)     (c)     (d) (9)     (e) (9)     (f)     (g)     (h)     (i)   2023     4,142,554       2,922,539       1,390,524       682,571       144.62       125.65       (84.2 )      (11.3 )  2022     4,579,866       6,145,949       1,408,227       1,674,298       166.27       118.52       (37.3 )      69.8   2021     3,765,100       3,177,762       915,927       305,615       155.48       127.24       35.1       169.9   2020     5,190,508       7,046,358       1,631,356       2,457,104       191.63       136.04       (9.5 )      130.7   (1) This column represents the amount of total compensation reported for Mr. Baker, our Principal Executive Officer (“PEO”), for each corresponding year in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in this Proxy Statement on page 67. (2) This column represents the amount of “compensation actually paid” to Mr. Baker, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Baker during the applicable calendar year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Baker’s total compensation for each year 2023 to determine the “compensation actually paid” in calendar year 2023: Year    Reported Summary Compensation Table Total for PEO (a) ($)      Reported Summary Compensation Table Value of PEO Equity Awards (b) ($)     Adjusted Value of Equity Awards (c) ($)      Reported Summary Compensation Table Change in Value of Pension Benefits (d) ($)     Pension Benefits Adjustments (e) ($)      Compensation  Actually Paid to PEO ($)   2023      4,142,554        (1,216,206 )      386,110        (685,029 )      295,110        2,922,539   (a) This column represents the amount of total compensation reported for Mr. Baker for calendar year 2023 in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement on page 67. (b) This column represents the aggregate grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the calendar year 2023. Please refer to the Summary Compensation Table in this Proxy Statement on page 67. The amount in this column is replaced with the amount reported under the Adjusted Value of Equity Awards column in order to arrive at compensation actually paid. (c) This column represents an adjustment to the amounts in the “Stock Awards” column in the Summary Compensation Table in this Proxy Statement for calendar year 2023. The adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for Mr. Baker for calendar year 2023. The adjusted amount is determined by adding (or subtracting, as applicable) the following for calendar year 2023: the calendar year-end fair value of any equity awards granted in calendar year 2023 that are outstanding and unvested as of the end of calendar year 2023; (ii) the amount of change as the end of calendar year 2023 (from the end of the prior calendar year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of calendar year 2023; (iii) for awards that are granted and vest in calendar year 2023, the fair value as of the vesting date; (iv) for awards granted in prior calendar years that vest in calendar year 2023, the amount equal to the change as of the vesting date (from the end of the prior calendar year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during calendar year 2023, a deduction for the amount equal to the fair value at the end of the prior calendar year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in calendar year Table of Contents 2024 Proxy Statement | 83 2023 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for calendar year 2023. The amounts added or subtracted to determine the adjusted amount for calendar year 2023 are as follows: Year    Year End Fair Value of Equity Awards Granted in the Year ($)      Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years ($)     Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)      Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)     Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)      Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year ($)      Adjusted  Value of Equity Awards ($)   2023      1,129,841        (577,306 )      —        (166,425 )      —        —        386,110   The fair value or change in fair value, as applicable, of equity awards was determined by reference to (1) for RSU awards, the closing price of our median employeecommon stock on the applicable measurement date and (2) for PSU awards, a Monte Carlo simulation as of the applicable measurement date. (d) The amounts included in this column are the amounts reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for calendar year 2023 corresponding to the aggregate change in the actuarial present value of Mr. Baker’s accumulated benefit under all defined benefit and actuarial pension plans. Please refer to the Summary Compensation Table in this Proxy Statement on page 67. (e) The total pension benefit adjustments for calendar year 2023 include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Baker during calendar year 2023 (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during calendar year 2023 that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments for calendar year 2023 are as follows: Year    Service Cost ($)    Prior Service Cost ($)    Total Pension Benefit    Adjustments    ($) 2023    295,110    —        295,110 (3) This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Baker) in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement on page 67 for the applicable calendar year. The names of each of the NEOs (excluding Mr. Baker) included for purposes of calculating the average amounts in each applicable calendar year are as follows: (i) for 2023, Messrs. Roberts, Lawlar, Brown, Sienko and Clary; (ii) for 2022, Messrs. Roberts, Lawlar, Brown, Sienko and Clary; and (iii) for 2021, Messrs. Roberts, Lawlar, Brown, Sienko and Hall. (4) This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Baker), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Baker) during the applicable calendar year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Baker) for calendar year to determine the “compensation actually paid” in calendar year 2023, using the same adjustment methodology described above in Note 2(c): Year    Average Reported Summary Compensation Table Total for Non-PEO NEOs (a) ($)    Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards (b) ($)   Average Non- PEO NEO Adjusted Value of Equity Awards (c) ($)   Average Reported Summary Compensation Table Change in Value of Pension Benefits for Non- PEO NEOs ($)   Pension Benefits Adjustments for Non-PEO NEOs ($)    Average Compensation Actually Paid to    Non-PEO NEOs    ($) 2023        1,390,524        (335,549 )       (69,460 )       (353,139 )       50,195        682,571 Table of Contents 84 | 2024 Proxy Statement (a) This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Baker) in the “Total” column of the Summary Compensation Table for calendar year 2023. Please refer to the Summary Compensation Table in the Company’s Proxy Statement on page 67 for calendar year 2023. (b) This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Baker) in the “Stock Awards” column in the Summary Compensation Table in calendar year 2023. Please refer to the Summary Compensation Table in the Company’s Proxy Statement on page 67 for the applicable calendar year. The amount in this column is replaced with the amount reported under the Average non-PEO NEO Adjusted Value of Equity Awards column in order to arrive at compensation actually paid. (c) This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Baker) in the “Stock Awards” column in the Summary Compensation Table for calendar year 2023 determined using the same methodology described above in Note 2(c). For calendar year 2023, the adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for each NEO (excluding Mr. Baker) for that year. The amounts added or subtracted to determine the adjusted average amount for calendar year 2023 are as follows: Year    Average Year End Fair Value of Equity Awards Granted in the Year to Non-PEO NEOs ($)    Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years ($)   Average Fair Value as of Vesting Date of Equity Awards Granted in the Year and Vested in the Year ($)    Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)   Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)   Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year ($)      Adjusted   Average Value of Equity Award ($) 2023        218,895        (92,765 )       —        (39,702 )       (155,888 )       —        (69,460 ) The fair value or change in fair value, as applicable, of equity awards was 44determined by reference to 1. (1) for RSU awards, the closing price of our common stock on the applicable measurement date, and (2) for PSU awards, a Monte Carlos simulation as of the applicable measurement date. (d) The amounts included in this column represent the average of the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for the NEOs as a group (excluding Mr. Baker) in calendar year 2023 corresponding to the aggregate change in the actuarial present value of the NEOs’ as a group (excluding Mr. Baker) accumulated benefit under all defined benefit and actuarial pension plans.. Please refer to the Summary Compensation Table in this Proxy Statement on page 67. (e) The total pension benefit adjustments for calendar year 2023 are the aggregate of two components, averaged for the NEOs as a group (excluding Mr. Baker) in calendar year 2023: (i) the actuarially determined service cost for services rendered by the applicable NEO during calendar year 2023 (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during calendar year 2023 that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments for calendar year 2023 are as follows: Year    Service Cost ($)      Prior Service Cost ($)    Total Pension Benefit Adjustments ($)   2023      50,195      —      50,195   (5) Company TSR is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020-2021, 2020-2022 and 2020-2023), assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6) This column represents cumulative peer group TSR computed in accordance with Note 5. The peer group used for this purpose is the following published industry index: Philadelphia Gold and Silver Index. We selected the Philadelphia Gold and Silver Index as the peer group TSR for fiscal 2023 because it is the same index that is used by the Company in the performance graph in the Company’s Form 10-K for calendar year 2023. The peer group is different than the peer group used in this disclosure in the Proxy Statement filed for calendar year 2022, which was the S&P 500 Gold Index. The cumulative peer group TSR of the S&P 500 Gold Index (computed in accordance with Note 5), our peer group for calendar year 2022, was $76.58, $117.47, $135.75, and $132.26 for 2020-2023, 2020-2022, 2020-2021 and 2020, respectively. (7) This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable year. Table of Contents 2024 Proxy Statement | 85 (8) Adjusted EBITDA Less Capital is calculated as net (loss) income before the following items: interest expense, income tax benefit, depreciation, depletion, and amortization expense, ramp-up and suspension costs, loss on disposition of properties, plants, equipment and mineral interests, , foreign exchange gain, unrealized (gain) loss on derivative contracts, provisional price loss (gain), provision for closed operations and environmental matters, stock-based compensation, unrealized loss on investments, adjustment of inventory to net realizable value, monetization of zinc and lead hedges and other income (“adjusted EBITDA”) less capital expenditures at the Company’s operations. (9) Due to an administrative error, the calendar year 2022 entries under the “Average Summary Compensation Table Total for Non-PEO NEOs” and the “Average Compensation Actually Paid to Non-PEO NEOs” were overreported. The adjusted values are reflected in this table. Due to the administrative error, the previously reported amounts were $1,459,386 and $1,725,457, respectively. Financial Performance Measures As described in greater detail in the CD&A section of this Proxy Statement,    71 the Company’s executive compensation program reflects a pay-for-performance OTHER BENEFITS Retirement Plan Except philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our NEOs who are Canadian citizens, our NEOs participate in the Retirement Plan, which is a defined benefit plan. Canadian NEOs participate in Canada’s public retirement income system, which includes the following components: (i) the Canada (or Quebec) Pension Plan, which is a contributory, earnings-related social insurance program, and (ii) the Old Age Security program. In addition, the Registered Retirement Savings Plan is a tax-deferred individual savings plan available to Canadian employees. Mexican employees participate in Mexico’s public retirement income system, which is based on contributions the employee, employer and the government submit to the retirement savings system.shareholders. The system is administered through savings accounts managed by private fund managers selectedmost important financial performance measures used by the participant. ContributionsCompany to the Retirement Plan, and the related expense or income, are based on general actuarial calculations and, accordingly, no portion of our contributions, and related expenses or income, is specifically attributable to our officers. We also have the SERP under which the amount of any benefits not payable under the Retirement Plan by reason of the limitations imposed by the Internal Revenue Code and/or the Employee Retirement Income Security Act, as amended (the “Acts”), and the loss, if any, due to a deferral of salary made under our KEDCP will be paid out of our general funds to any employee covered by the SERP who may be adversely affected. Under the Acts, the current maximum annual pension benefit payable by the Retirement Plan to any employee is $230,000 (for 2021), subject to specified adjustments, and is calculated using earnings not more than $290,000. Upon reaching the normal retirement age of 65, each participant is eligible to receive annual retirement benefits in monthly installments for life equal to, for each year of credited service, 1% of final average annual earnings (defined as the highest average earnings of such employee for any 36 consecutive calendar months for participants hired on or before June 30, 2013, and as the highest average earnings of such employee for any 60 consecutive calendar months, for participants hired after June 30, 2013, during the final 120 calendar months of service) up to the applicable coveredlink executive compensation level (which level is based on the Social Security maximum taxable wage base) and 1.75% of the difference, if any, between final average annual earnings and the applicable covered compensation level. The Retirement Plan and SERP define earnings for purposes of the plans to be “a wage or salary for services of employees inclusive of any bonus or special pay including gain-sharing programs, contract miners’ bonus pay and the equivalent,” except that on or after July 1, 2013, earnings are defined as “base salary or wages for personal services and elective deferrals plus (i) elective deferrals not includable in the gross income of the employee under Code Sections 125, 132(f)(4), 402(e)(3), 402(h), 403(b) and 457, (ii) one-half (1/2) of any performance-based or STIP bonus, (iii) one-half (1/2) of any safety incentive award, (iv) paid time off, other than pay while on disability leave, (v) any post-employment payment for services performed during the course of employment that would have beenactually paid to the employee priorCompany’s NEOs, for the most recently completed calendar year, to the severance from employment ifCompany’s performance are as follows: Adjusted EBITDA Less Capital; Silver Equivalent Production Growth; Exploration Metrics (adding reserves and resources); All-Injury Frequency Rate; Sustainalytics ESG Rating; Mine Site Operating Cash Flow Less Capital; and Adjusted EBITDA Less Capital; Relative Total Shareholder Return. Description of the employee had continuedInformation Presented in employmentthe Pay versus Performance Table As described in greater detail in the CD&A section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Hecla,Company performance (as described in greater detail in the CD&A section of this Proxy Statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and (vi)therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for overtime ata particular year. Compensation actually paid is influenced by numerous factors, including but not limited to the employee’s regular ratetiming of pay.”new grant issuances and outstanding grant vesting, share price volatility during the calendar year, our mix of short-and long-term metrics, and many other factors. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Cumulative TSR of the Company and Cumulative TSR of the Peer Group The TSR of the Company, assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $144.62, $166.27, $155.48, and $191.63 for 2020-2023, 2020-2022 , 2020-2021 and 2020, respectively. The TSR of the Company’s peer group selected for this fiscal year (the Philadelphia Gold and silver Index), assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $125.65, $118.52, $127.24, and $136.04 for 2020-2023, 2020-2022, 2020-2021 and 2020, respectively. The TSR of the Company’s peer group selected for the immediately preceding calendar year (the S&P 500 Gold Index), assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $76.58, $117.47, $135.75, and $132.26 for 2020-2023, 2020-2022, 2020-2021 and 2020, respectively. Please see Note 5 and Note 6, above, for additional information related to the computation of Company TSR and peer group TSR, respectively. Compensation Actually Paid and Cumulative Company TSR The compensation actually paid to our CEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $2,922,539, $6,145,949, $3,177,762, and $7,046,358 for 2023, 2022, 2021 and 2020, respectively. The average amount of Table of Contents 86 | 2024 Proxy Statement compensation actually paid to the other NEOs as a group (excluding Mr. Baker), as computed in accordance with Item 402(v) of Regulation S-K, was $682,571, $1,674,298, $305,615, and $2,457,104 for 2023, 2022, 2021 and 2020, respectively. The TSR of the Company, assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $144.62, $166.27, $155.48, and $ 191.63 f or 2020-2023, 2020-2022, 2020-2021 and 2020, respectively. Please see Note 5 above for additional information related to the computation of Company TSR. Compensation Actually Paid and Company Net (Loss) Income The compensation actually paid to our CEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $2,922,539, $6,145,949, $3,177,762, and $7,046,358 for 2023, 2022, 2021 and 2020, respectively. The average amount of compensation actually paid to the other NEOs as a group (excluding Mr. Baker), as computed in accordance with Item 402(v) of Regulation S-K, was $682,571, $1,674,298, $305,615, and $2,457,104 for 2023, 2022, 2021 and 2020, respectively. The Company’s net (loss) income, as computed in accordance with Item 402(v) of Regulation S-K and reflected in the Company’s audited financial statements for the applicable year, was ($84.2) million, ($37.3) million, $35.1 million, and ($9.5) million for 2023, 2022, 2021 and 2020, respectively. Compensation Actually Paid and Company Adjusted EBITDA Less Capital The compensation actually paid to our CEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $2,922,539, $6,145,949, $3,177,762, and $7,046,358 for 2023, 2022, 2021 and 2020, respectively. The average amount of compensation actually paid to the other NEOs as a group (excluding Mr. Baker), as computed in accordance with Item 402(v) of Regulation S-K, was $682,571, $1674,298, $305,615, and $2,457,104 for 2023, 2022, 2021 and 2020, respectively. The Company’s Adjusted EBITDA Less Capital, computed as described in Note 8 above, was ($11.3) million, $69.8 million, $169.9 million, and $130.7 million, for 2023, 2022, 2021 and 2020, respectively.   72     www.hecla-mining.com Other Matters   Other Benefits The following table shows estimated aggregate annual benefits under our Retirement Plan and the SERP payable upon retirement to a participant who retires in 2021 at age 65 having the years of service and final average annual earnings as specified. The table assumes Social Security covered compensation levels as in effect on January 1, 2021. Estimated Annual Retirement Benefits Final Average Annual Earnings    Years of Credited Service      5      10      15      20      25      30      35   $  100,000    $ 5,204      $ 10,408      $ 15,612      $ 20,816      $ 26,020      $ 31,224      $ 36,428       150,000      9,579        19,158        28,737        38,316        47,895        57,474        67,053       200,000      13,954        27,908        41,862        55,816        69,770        83,724        97,678       250,000      18,329        36,658        54,987        73,316        91,645        109,974        128,303       300,000      22,704        45,408        68,112        90,816        113,520        136,224        158,928       350,000      27,079        54,158        81,237        108,316        135,395        162,474        189,553       400,000      31,454        62,908        94,362        125,816        157,270        188,724        220,178       450,000      35,829        71,658        107,487        143,316        179,145        214,974        250,803       500,000      40,204        80,408        120,612        160,816        201,020        241,224        281,428       550,000      44,579        89,158        133,737        178,316        222,895        267,474        312,053       600,000      48,954        97,908        146,862        195,816        244,770        293,724        342,678       650,000      53,329        106,658        159,987        213,316        266,645        319,974        373,303       700,000      57,704        115,408        173,112        230,816        288,520        346,224        403,928       750,000      62,079        124,158        186,237        248,316        310,395        372,474        434,553       800,000      66,454        132,908        199,362        265,816        332,270        398,724        465,178       850,000      70,829        141,658        212,487        283,316        354,145        424,974        495,803       900,000      75,204        150,408        225,612        300,816        376,020        451,224        526,428       950,000      79,579        159,158        238,737        318,316        397,895        477,474        557,053     1,000,000      83,954        167,908        251,862        335,816        419,770        503,724        587,678   Benefits listed in the pension table are not subject to any deduction for Social Security or other offset amounts. As of December 31, 2021, the following executive officers have completed the indicated number of full years of credited service: Mr. Baker, 20 years; Mr. Lawlar, 10 years; Mr. Roberts, 10 years; Mr. Brown, 6 years; Mr. Sienko, 11 years; and Mr. Hall, 5 years. 2022 Proxy Statement    73 OTHER MATTERS Certain Relationships and Related Party Transactions On a quarterly basis, we review all relationships and transactions with related persons to determine whether such persons have a direct or indirect material interest. Transactions with related persons are those that involve our directors, executive officers, director nominees, greater than 5% shareholders, immediate family members of these persons, or entities in which one of these persons has a direct or indirect material interest. Transactions that are reviewed as related party transactions by us are transactions that involve amounts that would exceed $120,000 (the current threshold required to be disclosed in the Proxy Statement under SEC regulations)and NYSE rules) and certain other transactions. Pursuant to our Code of Conduct, employees and directors have a duty to report any potential conflicts of interest to the appropriate level of management or to the Governance Committee. Our Board and NEOs respond to a quarterly related party transaction questionnaire prepared by our corporate legal department. We then evaluate these quarterly reports along with responses to our annual director and officer questionnaires for any indication of possible related party transactions. Our legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related party transactions. If a transaction is deemed by us to be a related party transaction, the information regarding the transaction is discussed with the Board. As required under the SEC rules, transactions that are determined to be directly or indirectly material to Hecla or a related party are disclosed in our Proxy Statement. In December 2007,2023, we created the Hecla Charitable Foundation (the “HCF”), which has providedhad no related party transactions and, intends to continue to provide grants to other organizations for charitable and educational purposes. Mr. Phillips S. Baker, Jr., our CEO, serves as a director of the HCF, and Russell D. Lawlar, our Sr. Vice President and CFO, serves as Vice Presidentdate of the HCF. In December 2007, our Board approved a contribution of 550,000 shares of our common stock to the HCF. Since 2007, the HCF sold the 550,000 shares of our common stock. In May 2020, our Board approved a contribution of 650,000 shares of our common stock to the HCF. Cash contributions totaling $2.0 million and $1.5 million were made by the Company to the HCF during 2011 and 2010, respectively. The funds from the sale of the shares and the additional cash were put into various investment accounts. The HCF is currently operating in a self-sufficient manner. The HCF holds 160,000 shares of our common stock as of December 31, 2021. The value of those shares based on the closing price of our common stock on the NYSE on December 31, 2021 ($5.22), was $835,200.this Proxy Statement, no related party transactions are proposed. In 2021, we did not make any contribution to any charitable organization, of which a director served as an executive officer, which exceeded the greater of $1 million or 2% of the charitable organization’s consolidated gross revenues. Political Contributions and Engagement Government policy is one of the most powerful external forces affecting usHecla today. New laws and changes to existing laws can fundamentally impact the Company’s operations and the markets where it doeswe do business – and in turn, our bottom line, thereby affecting us and our employees, retirees, communities, and shareholders. It is important for government leaders to understand the impact of such actions. Because the impact of government policy is so critical to our survival and success, we participate in the political process and advocate in a responsible and constructive manner on issues that advance the Company’s goals and protect shareholder value. We are committed to the highest standard of ethical conduct in our involvement in policymaking and political process. We maintain the Hecla Mining Company Political Action Committee (“Hecla PAC”), which is a forum for our employees and directors to voluntarily contribute to a fund that supports the election of candidates to Congress that support a regulatory and legislative environment constructive to the operation and development of our mines. The Hecla PAC is organized under the provisions of the Federal Election Campaign Act of 1971, and the amendments of 1974, 1976 and 1979.as amended. Decisions about contributions to specific federal candidates are made by members of the Hecla PAC. In total, our employees contributed approximately $17,217$5,525, and our directors $5,000, to the Hecla PAC in 2021, and our directors contributed $12,500 in 2021.2023. The Hecla PAC then contributed those funds to federal candidates, state and local parties, and associations who are advocates for the natural resources industry. We file all required Hecla PAC contribution reports with the Federal Election Commission. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our common stock to file with the SEC reports regarding their ownership and changes in theirthe ownership of our 74     www.hecla-mining.com Other Matters common stock. These persons are required by the SEC to furnish us with copies of all Section 16(a) forms they file. The SEC has designated specific due dates for these reports, and we must identify in this Proxy Statement those persons who did not file these reports when due. To our knowledge, and based solely on our review of copies of such forms, or written representations from certain reporting persons that no such forms were required, we believe that during the calendar year ended December 31, 2021,2023, all filing requirements applicable to our officers, directors and greater than 10% owners of our common stock were timely satisfied, with the exception of Mr. BakerCarlos Aguiar, our Vice President – Operations filing a late Form 43 on March 3, 2021February 5, 2024, to report shares solddirectly held, unvested PSUs, and unvested RSUs which were held by him on February 24, 2021. The late filingas of December 15, 2023, when he became a reporting officer of Hecla under Rule 16a-1(f) under the Exchange Act when he was due to Mr. Baker’s stock brokerage firm not communicating that they had sold the shares in a timely manner.appointed as Vice President – Operations. Shareholder proposals to be included in next year’s Proxy Statement We will comply with Rule 14a-8 under the Exchange Act with respect to any shareholder proposals that meet that rule’s requirements. We will review shareholder proposals intended to be included in our Proxy Statement for the 20232024 Annual Meeting of Shareholders which are received by us at our principal executive offices located at 6500 N. Mineral Drive, Suite 200, Coeur d’Alene, Idaho 83815-9408, no later than December 7, 2022.5, 2024. Such proposals must be submitted in writing and should be sent to the attention of our Corporate Secretary. 88 | 2024 Proxy Statement You may contact the Corporate Secretary at our principal executive offices for a copy of the relevant Bylaw provisions regarding the requirements for making shareholder proposals and nominating director candidates. Security Ownership of Certain Beneficial Owners and Management The following table shows the number and percentage of shares of common stock each director and each executive officer named in the Summary Compensation Table for 20212023 beneficially owned as of March 28, 2022,18, 2024, our record date for the Annual Meeting, as well as the number owned by all directors and executive officers as a group. On the record date, all such persons together beneficially owned an aggregate of 1.6%1.4% of the outstanding shares of our common stock. Except as otherwise indicated, the directors, nominees and officers have sole voting and investment power with respect to the shares listed, including shares which the individual has the right to acquire, but has not done so.           Title of Class        Shares Beneficially Owned   Percent of Class   Name of Beneficial Owner      Number        Nature Phillips S. Baker, Jr. President and CEO      3,361,288        2,620,520 Direct (1)     Direct(2)                46,78752,022        401(k) Plan              223,923260,552        RSU (3)(2)              1,795,964        Deferred (4)(3)              195,465288,310        PSU (5)(4)              Common          4,882,6595,758,136             * Robert D. Brown 266,941 Direct(2) Vice President – Corporate Development & Sustainability        – – 82,682 401(k) Plan   RSU(3) 391,394        47,978 Direct (1) — 401(k) Plan 69,380 RSU (2) 51,009        PSU (5)(4)              Common          397,601511,783             * Russell D. LawlarMichael L. Clary Sr.Senior Vice President and CFO– Chief Administrative Officer             9,200120,128 (6)        Direct (2)(1)                4,2438,097        401(k) Plan              43,83375,269        RSU (3)(2)              13,95954,415        PSU (5)(4)              Common          71,235257,909             * Lauren M. RobertsRussell D. Lawlar Sr.Senior Vice President and COO– Chief Financial Officer             207,208123,322        Direct (2)(1)                5,59112,313        401(k) Plan              115,37180,937        RSU (3)(2)              339,11958,954   Deferred(4) 68,541        PSU (5)(4)              Common          735,830275,526             * David C. Sienko Vice President – General Counsel      772,607 Direct (1) 11,435 401(k) Plan 67,277 RSU (2) 49,840 PSU (4) Common 901,159 * Catherine J. Boggs Director 138,185 Direct (1) 117,214 Indirect (5) Common 255,399 * George R. Johnson Director 25,773 Direct (1) 222,392 Indirect (5) Common 248,165 * Stephen F. Ralbovsky Director 39,630 Direct (1) 188,885 Indirect (5) Common 228,515 *   2022 Proxy Statement    75   Other Matters 2024 Proxy Statement | 89         Title of Class        Shares Beneficially Owned      Percent of Class         Name of Beneficial Owner      Number        Nature         Charles B. Stanley Director             —          Direct (1)                   263,778          Indirect (5)                Common          263,778                   *         Alice Wong Director             —          Direct (1)                   74,300          Indirect (5)                Common          74,300                   *         Mark P. Board Director             16,950          Direct (1)                   —          Indirect (5)                Common          16,950                   *         All current directors, director nominees and executive officers as a group (11 individuals)        Common          8,791,620                         1.4 %                       Title of Class     Shares Beneficially Owned   Percent of Class   Name of Beneficial Owner   Number      Nature David C. Sienko Vice President and General Counsel       654,902      Direct(2)         3,780      401(k) Plan           79,213      RSU(3)         45,693      PSU(5)                      Common       783,588          *       Catherine J. Boggs Director       104,678      Direct(2)         106,046      Indirect(6)                      Common       210,724          *       Ted Crumley Director       76,536      Direct(2)         250,056      Indirect(6)                      Common       326,592          *       George R. Johnson Director       17,273      Direct(2)         177,717      Indirect(6)                      Common       194,990          *       Stephen F. Ralbovsky Director       6,123      Direct(2)         177,717      Indirect(6)                      Common       183,840          *       Terry V. Rogers Director       36,117      Direct(2)         138,119      Indirect(6)                      Common       174,236          *       Charles B. Stanley Director       --      Direct(2)         219,103      Indirect(6)                      Common       219,103          *       Alice Wong Director       --      Direct(2)         29,625      Indirect(6)                      Common       29,625          *       All current directors, director nominees and executive officers as a group (15 individuals)     Common       8,433,039          1.6 %  * Represents beneficial ownership of less than one percent, based upon 538,906,433616,792,499 shares of our common stock issued and outstanding as of March 28, 2022.18, 2024. (1) Includes 2,443,767 shares held jointly with Mr. Baker’s spouse, as to which Mr. Baker shares voting and investment power. (2) “Direct” means shares held of record and any shares beneficially owned through a trust, broker, financial institution, or other nominee, and with respect to which the officer or director has sole or shared voting power. (3)(2) “RSU” means restricted stock units awarded under the 2010 Stock Plan that have not vested. See footnote 1 of the Outstanding Equity Awardsat Fiscal Calendar Year-End for 20212023 on page 62.71. (4)(3) “Deferred Shares” means stock that has vested or been awarded but is deferred until a distributable event under the terms of the KEDCP. See Nonqualified Deferred Compensationfor 20212023 on page 65.75. (5)(4) “PSUs” means performance-based equity, based on a three-year TSR. See PSUs on page 5159 and Outstanding Equity Awards at Fiscal Calendar Year-End for 20212023 table on page 62.71. (6)(5) “Indirect” means shares credited to each independent director, all of which are held indirectly in trust pursuant to our Stock Plan for Nonemployee Directors. Each director disclaims beneficial ownership of all shares held in trust under the stock plan. See Compensation of Non-Management Directors on page 26.33. 76     www.hecla-mining.com Other Matters To our knowledge, as of March 28, 2022,18, 2024, the only “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act) of more than 5% of our common stock entitled to vote at the Annual Meeting are shown in the table below:   Title of Class    Name & Address of Beneficial Owner    Amount & Nature of Beneficial  Ownership      Percent of   Class    Name & Address of Beneficial Owner    Amount & Nature of Beneficial Ownership       Percent of  Class   Common    Van Eck Associates Corporation(1) 666 Third Ave. – 9th Floor New York, NY 10017        46,917,332        8.7 % Common    The Vanguard Group, Inc.(2) 100 Vanguard Blvd. Malvern, PA 19355        50,767,632        9.4 %    The Vanguard Group, Inc.(1) 100 Vanguard Blvd. Malvern, PA 19355      57,913,541        9.4 %  Common    BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055        40,459,141        7.5 % Common    Dimensional Fund Advisors LP(4) Building One 6300 Bee Cave Rd. Austin, TX 78746        28,755,674        5.3 %    Van Eck Associates Corporation(2) 666 Third Ave. – 9th Floor New York, NY 10017      55,225,222        9.0 %  Common Common    BlackRock, Inc.(3) 50 Hudson Yards New York, NY 10001      48,601,203        7.9 %  Common Common    Wheaton Precious Metals Corp.(4) Suite 3500 – 1021 West Hastings St. Vancouver, British Columbia V6E 0C3 Canada      34,980,209        5.7 %  Common Common    Dimensional Fund Advisors LP(5) Building One 6300 Bee Cave Rd. Austin, TX 78746      34,919,760        5.7 %  (1) Based solely on a Schedule 13G/A filed on February 11, 2022,13, 2024, with the SEC by The Vanguard Group, Inc. The Vanguard Group, Inc. has shared voting power with respect to 548,439 shares, sole dispositive power with respect to 56,736,003 shares, and shared dispositive power with respect to 1,177,538 shares. The aggregate amount of shares beneficially owned is 57,913,541 shares. (2) Based solely on a Schedule 13G/A filed on February 14, 2024, with the SEC by Van Eck Associates Corporation. Van Eck Associates Corporation has sole voting and dispositive power with respect to all shares. (2) 90 | 2024 Proxy Statement (3) Based solely on a Schedule 13G/A filed on February 10, 2022, with the SEC by The Vanguard Group, Inc. The Vanguard Group, Inc. has shared voting power with respect to 613,674 shares, sole dispositive power with respect to 49,677,744 shares, and shared dispositive power with respect to 1,089,888 shares. (3) Based solely on a Schedule 13G/A filed on February 1, 2022,January 26, 2024, with the SEC by BlackRock, Inc. BlackRock, Inc. has sole voting power with respect to 39,585,267 shares47,467,250 and sole dispositive power with respect to 40,459,14148,601,203 shares. (4) Based solely on a Schedule 13G/A filed on February 8, 2022,13, 2024, with the SEC by Wheaton Precious Metals Corp. Wheaton Precious Metals Corp. has sole voting and dispositive power with respect to the 34,980,209 shares. (5) Based solely on a Schedule 13G/A filed on February 9, 2024, with the SEC by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP has sole voting power with respect to 28,206,95634,266,646 shares and sole dispositive power with respect to 28,755,67434,919,760 shares.   2022 Proxy Statement    77   FREQUENTLY ASKED QUESTIONSFrequently Asked Questions How can I attend the Annual Meeting? Attending the Annual Meeting in Person    When:Thursday,May 26, 2022, at 8:30 a.m. PDT  Where:  Elks Lodge #331, 419 Cedar St., Wallace, Idaho    Friday,May 17, 2024, at 10:00 a.m. PDT  Where: Hecla Mining Company’s Corporate Office, located at 6500 N. Mineral Dr., Suite 200, Coeur d’Alene, Idaho This year, the Annual Meeting will be conducted in personin-person and onlinevirtually via live webcast. All shareholders are invited to participate either in person or online. If participating in person we look forward to seeing you at Hecla’s corporate office in Wallace,Coeur d’Alene, Idaho. To participate in the Annual Meeting, please arrive at the Elks Lodge by 8:15corporate office 9:45 a.m. Pacific Daylight Time and present yourself at the registration desk. Time. Shareholders wishing to vote in personin-person during the Annual Meeting may pick up a ballot when they check in to the Annual Meeting. Attending the Virtual Meeting    When: Friday,May 17, 2024, at 10:00 a.m. PDT  When:  Thursday,May 26, 2022, at 8:30 a.m. PDT Where: Live webcast online at http://www.virtualshareholdermeeting.com/HL2022 HL2024 This year, the Annual Meeting will be conducted in person and online via live audio webcast. All shareholders are invited to participate either in person or online. If participating online,virtually, participants are encouraged to submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/HL2022.HL2024. Your attendance at the Annual Meeting does not automatically revoke a proxy previously submitted by you and we encourage shareholders to cast their votes by proxy even if they intend to participate in the Annual Meeting. Shareholders wishing to vote electronically during the Annual Meeting must follow the instructions for voting by logging in to www.virtualshareholdermeeting.com/HL2002HL2024. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or your voting instruction form. The Annual Meeting will begin promptly at 8:3010:00 a.m. PDT and we encourage you to access the website prior to the start time. Online access will be available beginning at 8:159:45 a.m. PDT. The virtual Annual Meeting platform is fully supported across web browsers (Internet Explorer,(Microsoft Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the virtual Annual Meeting. Participants should also allow plenty of time to login to ensure that they can hear streaming audio prior to the start of the Annual Meeting. How can I ask questions during the Annual Meeting? As part of the Annual Meeting, we will hold a live and online Q&A session, during which we intend to answer questions submitted before or during the Annual Meeting which are pertinent to the Company and the matters to be voted on, as time permits. Consistent with our prior annual meetings, we kindly ask shareholders not to ask more than one question in order to allow us to answer questions from as many shareholders as possible. If you wish to submit a question, you may do so in two ways. If you want to ask a question before the meeting, then beginning at 8:3010:00 a.m. PDT on May 24, 2022,15, 2024, and until 11:59 p.m. PDT on May 25, 2022,16, 2024, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Question for Management,” type in your question, and click “Submit.” Alternatively, if you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/HL2022,HL2024, type your question into the “Ask a Question” field, and click “Submit.” We want to be sure that all shareholders are afforded the same rights and opportunities to participate as they would at an in-person meeting. If you want to participate in our Annual Meeting but cannot submit your question using www.proxyvote.com or the Annual 92 | 2024 Proxy Statement Meeting website, please contact our Investor Relations Department via email at hmc-info@hecla-mining.com for accommodations. Please include “Annual Meeting Question” in the subject line and provide your name and proof of stock ownership or the control number found on your Notice of Internet Availability, proxy card, or voting instruction form. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to other matters that are not pertinent to the meeting, may not be answered. Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints can be sent to our Company email address at hmc-info@hecla-mining.com. We will answer your questions as soon as practical after the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page. 78     www.hecla-mining.com Frequently Asked Questions What is a “shareholder of record”? A shareholder of record or registered shareholder (“record owner”) is a shareholder whose ownership of Hecla stock is reflected directly on the books and records of our transfer agent, American Stock Transfer &Equiniti Trust Company.Company, LLC. If you hold Hecla stock through a bank, broker, or other intermediary, you are not a shareholder of record. Instead, you hold your stock in “street name,” and the record owner of your shares is usually your bank, broker, or other intermediary. If you are not a record owner, please understand that Hecla does not know that you are a shareholder, or how many shares you own. I want to attend the 20202024 Annual Meeting. What procedures must I follow? The Annual Meeting will be conducted in personin-person and virtually. All shareholders will be able to attend the Annual Meeting via webcast by entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials at www.virtualshareholdermeeting.com/HL2022HL2024 (“Annual Meeting Website”). If you do not have a control number, you will be able to register as a guest; however, you will not be able to vote or submit questions before or during the meeting. No recording of the Annual Meeting is allowed, including audio and video recording. What can I do if I need technical assistance during the Annual Meeting? If you encounter any difficulties accessing the annual Meeting webcast, please call the technical support number that will be posted on the Annual Meeting Website log-in page. Are there Rules of Conduct for the Annual Meeting? Yes, the Rules of Conduct for the Annual Meeting will be available on the Annual Meeting Website on the date of the Annual Meeting, and at the place of the in personin-person Annual Meeting. The Rules of Conduct will provide information regarding the rules and procedures for participating in the Annual Meeting. What is the “record date” for the Annual Meeting? March 28, 202218, 2024 How many shares of Hecla stock are outstanding? As of March 28, 2022,18, 2024, there were 538,906,433616,792,499 shares of common stock outstanding and entitled to be voted. Shares of our common stock that are held by us in our treasury are not counted as shares outstanding and will not be voted. Each shareholder has one vote for each share of common stock held as of the Record Date. I understand that a “quorum” of shareholders is required for Hecla to transact business at the Annual Meeting. What constitutes a quorum? A quorum must be present for business to be conducted at the Annual Meeting. A quorum consists of the presence at the Annual Meeting, in personin-person or represented by proxy, of a majority of the outstanding shares of our common stock as of the Record Date. Shares represented by proxies marked “Abstain” and “broker non-votes” are counted in determining whether a quorum is present for the transaction of business at the Annual Meeting. 2024 Proxy Statement | 93 Which Hecla shares will be entitled to vote at the Annual Meeting? Hecla’s common stock ($0.25 par value capital stock) is the only class of security entitled to vote at the Annual Meeting. Each record owner and each shareholder who holds stock in street name at the close of business as of the record date is entitled to one vote for each share held at the meeting, or any adjournment or postponement. How can I vote my shares? If your shares are held in your name, you have the right to vote your shares at the Annual Meeting by following the instructions listed below. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name. Since a beneficial owner is not the shareholder of 2022 Proxy Statement    79 Frequently Asked Questions record, you may not vote your shares at the Annual Meeting unless you obtain a “legal proxy” from your broker or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. Whether you hold shares directly as a shareholder of record or beneficially in street name, you may vote without participating in the Annual Meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker or nominee. In most cases, you will be able to do this by using the Internet, by telephone, or by mail if you received a printed set of the Proxy Materials. To vote by mail:   • Mark, sign, and date your proxy card; and Mark, sign, and date your proxy card; and • Return your proxy card in the enclosed postage-paid envelope. Return your proxy card in the enclosed postage-paid envelope. To vote by proxy over the Internet:   • Have your proxy card or Notice available; Have your proxy card or Notice available; • Log on to the Internet and visit the website noted on your proxy card or Notice (www.proxyvote.com); Log on to the Internet and visit the website noted on your proxy card or Notice (www.proxyvote.com); • Follow the instructions provided; and Follow the instructions provided; and • Do not mail your proxy card. Do not mail your proxy card. To vote by proxy by telephone:   • Have your proxy card available; Have your proxy card available; • Call the toll-free number listed on your proxy card (1-800-690-6903); Call the toll-free number listed on your proxy card (1-800-690-6903); • Follow the recorded instructions; and Follow the recorded instructions; and • Do not mail your proxy card. Do not mail your proxy card. To vote during the Annual Meeting:   • Shares may be voted at the meeting by completing a ballot online during the meeting at www.virtualshareholdermeeting.com/HL2024;and Shares may be voted at the meeting by completing a ballot online during the meeting at www.virtualshareholdermeeting.com/HL2022;and • Shares may be voted in-person at the meeting by completing a ballot during the meeting. Shares may be voted in person at the meeting by completing a ballot during the meeting. To vote your 401(k) Plan shares: If you participate in the Hecla Mining Company Capital Accumulation Plan (“401(k) Plan”) and hold shares of our common stock in your 401(k) Plan account as of the Record Date, you will receive a request for voting instructions from the plan trustee (“Vanguard”) with respect to your 401(k) Plan shares. You are entitled to direct Vanguard how to vote your 401(k) Plan shares. If you do not provide voting instructions to Vanguard by 10:00 a.m.11:59 p.m., Eastern Daylight Time, on May 24, 2022,16, 2024, the Hecla shares in your 401(k) Plan account will be voted by Vanguard in the same proportion as the shares held by Vanguard for which voting instructions have been received from other participants in the 401(k) Plan. 94 | 2024 Proxy Statement May I change or revoke my proxy? Yes. If you are a shareholder of record, you may revoke your proxy and change your vote at any time before your proxy is voted at the Annual Meeting, in any of the following ways:   By sending a written notice of revocation to our Corporate Secretary, if such notice is received prior to the vote at the Annual Meeting, at our principal executive offices: Hecla Mining Company, Attn: Corporate Secretary, 6500 N. Mineral Dr., Suite 200, Coeur d’Alene, ID 83815-9408. By submitting a later-dated proxy to our Corporate Secretary prior to the vote at the Annual Meeting; or •   By sending a written notice of revocation to our Corporate Secretary, if such notice is received prior to the vote at the Annual Meeting, at our principal executive offices: Hecla Mining Company, Attn: Corporate Secretary, 6500 N. Mineral Dr., Suite 200, Coeur d’Alene, ID 83815-9408; • By submitting a later-dated proxy to our Corporate Secretary prior to the vote at the Annual Meeting; or •   By voting online during the meeting if you are a “shareholder of record” or a “beneficial owner.” If you hold your shares in street name, you should contact your broker for information on how to revoke your voting instructions and provide new voting instructions. If you hold your shares in the 401(k) Plan, you may revoke your previously provided voting instructions by filing with Vanguard either a written notice of revocation or a properly executed proxy bearing a later date prior to the deadline for voting your 401(k) Plan shares. If you hold your Hecla shares outside of the 401(k) Plan, you may vote those shares separately. 80     www.hecla-mining.com Frequently Asked Questions Will my votes be confidential? Yes. All shareholder meeting proxies, ballots, and tabulations that identify individual shareholders are kept confidential and are not available for examination. In addition, the identity or the vote of any shareholder is not disclosed except as required by law. What is a “broker discretionary voting”? This refers to the NYSE rule allowing brokers to vote their customers’ shares on certain “routine” matters in the Proxy Statement at the brokers’ discretion when they have not received timely voting instructions from their customers. The NYSE rules on broker discretionary voting prohibit banks, brokers, and other intermediaries from voting uninstructed shares on certain “routine” matters, including the election forof directors. Therefore, if you hold your stock in street name and you do not instruct your bank, broker, or other intermediary how to vote in the election of directors,on any proposal that is considered a “routine “ matter, no votes will be cast on your behalf.behalf with respect to such proposals. It is important that you cast your vote. Are abstentions and broker non-votes counted as votes cast? No. Abstentions and broker non-votes are not counted as votes cast and will have no effect on the outcome of the vote. How can I contact Hecla’s transfer agent? Contact our transfer agent either by writing American Stock Transfer &Equiniti Trust Company, 6201 15th Avenue, Brooklyn,LLC, 48 Wall Street, Floor 23, New York, 11219,New York 10005, or by telephoning 1-800-937-5449.1-800-468,9716. What happens if I don’tdo not vote on a proposal on the proxy card? If you properly sign and return your proxy card or complete your proxy via the telephone or Internet, your shares will be voted as you direct. If you sign and return your proxy card but do not specify how you want your shares voted they will be voted FOR (i) the election of the nominees for Director as set forth under Election of Class III II Directors; (ii) ratification of the appointment of the independent registered public accountants; and (iii) approval, on an advisory basis, of our executive compensation. What is a Proxy? A “proxy” is your legal appointment in a written document of another person to vote the shares that you own in accordance with your instructions. The persons you appoint to vote your shares are also called proxies. We have designated Phillips S. Baker, Jr., our President and CEO, and Michael B. White, our Corporate Secretary, as proxies for the Annual Meeting. When you sign the proxy card, you appoint each of Messrs. Baker and White as your representatives at the Annual Meeting. As your representatives, they will vote your shares at the Annual Meeting (including any adjournment or postponement) as you have instructed them on your proxy card. 2024 Proxy Statement | 95 What Votes are Required for the Proposals? Under NYSE rules, if your shares are held in street name and you do not indicate how you wish to vote, your broker is only permitted to exercise its discretion to vote your shares on certain “routine” matters. Proposal 2 (Ratify(Ratification of the Appointment of BDO USA, LLP)P.C. is a “routine” matter. Proposal 1 (Election of Class IIIII Directors), and Proposal 3 (Approval, on an advisory basis, of our Named Executive Officer Compensation)named executive officer compensation) are “non-routine” matters. Accordingly, if you do not direct your broker how to vote for Proposals 1 or 3, your broker is not permitted to exercise discretion and is not permitted to vote your shares on such matters. This is called a “broker non-vote.” Proposal 1 – Election of two Class III II Directors. Pursuant to our Bylaws, each director will be elected by the affirmative vote of a majority of votes cast at the Annual Meeting, whether in personin-person or by proxy. Under a majority of votes cast standard, the shares voted “for” a nominee must exceed the number voted “against” that nominee. Shareholders may vote “for,“FOR,” “against”“AGAINST” or “abstain”“ABSTAIN” with respect to this proposal. Abstentions and broker non-votes are not counted as votes cast, and thus will have no effect on the outcome of the vote. A properly executed proxy card marked “AGAINST” with respect to the election of directors will have an effect on the outcome of the vote. If the votes cast “against”“AGAINST” an incumbent director exceed the number of votes cast “for”“FOR” the 2022 Proxy Statement    81 Frequently Asked Questions director, the director will not be elected, will remain on the board as a holdover director and must stand for election at the next annual meeting of shareholders, absent his or her earlier resignation or removal. See Majority Voting for Directors and Director Resignation Policy on page 1316 for a description of our director resignation policy. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on each nominee for election as a director. Proposal 2 – Ratify the Appointment of BDO USA, LLPP.C. as our Independent Registered Public Accounting Firm for 20222024. Under the Sarbanes-Oxley Act of 2002, the Audit Committee has the sole authority to appoint the independent registered public accounting firm for the Company. However, the Board feels that it is important for the shareholders to approve the selection of BDO USA, LLP.P.C. This proposal requires the affirmative vote of a majority of votes cast at the Annual Meeting, whether in personin-person or by proxy. Abstentions and broker non-votes are not counted as votes cast, and thus will have no effect on the outcome of the vote. Votes marked “AGAINST” will have an effect on the outcome of the vote. The appointment of our independent registered public accounting firm for calendar year 20222024 is considered a “routine” matter and brokers that are not directed how to vote are permitted to vote shares held in street name for their customers on this proposal. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to ratify the appointment of BDO USA, LLPP.C. as our independent registered public accounting firm for 2022.2024. Proposal 3 – Approval, on an Advisory Basis, of our Named Executive Officer Compensation. For more information on approval of our executive compensation see “Proposal 3 – Approval, on an Advisory Basis, of our Named Executive Officer Compensation” beginning on page 32.38. The advisory vote on name executive officer compensation will require the affirmative vote of a majority of votes cast at the Annual Meeting, whether in personin-person or by proxy. Under a majority of votes cast standard, the shares voted “for”“FOR” Proposal 3 must exceed the number voted “against”“AGAINST” Proposal 3 for the proposal to be approved. Abstentions and broker non-votes are not counted as votes cast for this purpose and will have no effect on the outcome of the vote. Votes marked “AGAINST” will have an effect on the outcome of the vote. Even though your vote is advisory and therefore will not be binding on the Company, the Board’s Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on the proposal to approve the compensation of our NEOs. Discretionary voting by proxies on other matters. Aside from the proposals discussed above, no other proposals have been timely submitted in accordance with our Bylaws, and we do not know of any other proposal that may be presented at the Annual Meeting. However, if any other business is properly presented at the Annual Meeting, your proxy gives authority to Phillips S. Baker, Jr., and Michael B. White to vote on such matters at their discretion. 96 | 2024 Proxy Statement Assuming there is a proper quorum of shares represented at the Annual Meeting, how many shares are required to approve the proposals being voted upon in this Proxy Statement?   Proposal Vote Required Do abstentions count as votes cast?    Vote Required Do abstentions count as votes cast? Is broker discretionary voting allowed? Election of Class IIIII Directors    Majority of votes cast    No    No Ratify the Appointment of BDO LLPUSA, P.C.    Majority of votes cast    No    Yes Advisory Vote on Executive Compensation *    Majority of votes cast    No    No   * Advisory and non-binding 82     www.hecla-mining.com Frequently Asked Questions Where can I find the voting results of the Annual Meeting? Preliminary voting results will be announced at the Annual Meeting. We will publish the results in a Current Report on Form 8-K that we expect to file with the SEC within four business days of the Annual Meeting. After the Form 8-K is filed, you may obtain a copy by visiting the SEC’s website at www.sec.gov/edgar.shtml,edgar, visiting our website at www.hecla-mining.comhttps://www.hecla.com under “Investors,” and then selecting “Financial“Annual Reports & Filings,” or contacting our Investor Relations Department by writing to Investor Relations Department, Hecla Mining Company, 6500 N. Mineral Dr., Suite 200, Coeur d’Alene, ID 83815-9408 or by sending an email to hmc-info@hecla-mining.com. I received a Notice of Internet Availability of Proxy Materials. What does this mean? Consistent with commonwidespread practice and in accordance with SEC rules, Hecla is distributing proxy materials to some shareholders over the Internet by sending a Notice of Internet Availability of Proxy Materials (“Notice”) that explains how to access our Proxy Materials and vote online. If you received a Notice and would like a printed copy of the proxy materials (including the Annual Report, Proxy Statement, and a proxy card in the case of record owners, or a voting instruction form in the case of shareholders holding shares in street name), please follow the instructions included in your Notice. I received my proxy materials in hard copy. How may I arrange to receive electronic delivery of Proxy Materials, Annual Reports, News Releases, and documents filed with the SEC? We want to communicate with you in the way that is most convenient for you. Our Proxy Materials are available on our website at www.hecla-mining.com.https://www.hecla.com. Instead of receiving paper copies of next year’s Proxy Materials by mail, you can elect to receive an email message that will provide a link to those documents online. By opting to access your Proxy Materials online, you will:   • gain faster access to your Proxy Materials; Gain faster access to your Proxy Materials; • save us the cost of producing and mailing documents to you; and Save us the cost of producing and mailing documents to you; and Help preserve environmental resources. • help preserve environmental resources. If you are a shareholder of record, you may request and consent to electronic delivery of future Proxy Materials by following the instructions on your proxy card or by visiting our website at www.hecla-mining.comhttps://www.hecla.com under “Investors,” and then selecting “Electronic Proxy Request.” If your shares are held in street name, please contact your broker, and ask about the availability of electronic delivery. If you select electronic delivery, we will discontinue mailing the Proxy Materials to you beginning next year and you will be sent an email message notifying you of the Internet address or addresses where you may access the Proxy Materials. You can receive a free paper or email copy of this year’s Proxy Materials by requesting prior to May 12, 2022.3, 2024. If you would like to request a copy of the Proxy Materials for this and/or future shareholder meetings, you may (i) visit www.proxyvote.com, (ii) call 1-800- 579-1639,1-800-579-1639, or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated on your Notice) in the subject line. Your consent to electronic delivery will remain in effect until you revoke it. If you selected electronic delivery last year, we willwould not mail the Proxy Materials to you this year and you will receive an email message with the Internet address where you may access the Proxy Materials for the current year. Shareholders may also elect to receive notice of our filings with the SEC, annual reports, and news releases by email. You may sign up for this service by visiting our website at www.hecla-mining.comhttps://www.hecla.com under “Investors”“News & Media” and selecting “Receive Email Alerts.“Subscribe.” 2024 Proxy Statement | 97 What is “householding” and does Hecla do this? Many brokerage firms, financial institutions and transfer agents have instituted “householding” procedures for beneficial owners and shareholders of record. Householding is when a single copy of our Proxy Materials is sent to a household in which two or more shareholders reside if they appear to be members of the same family. This practice is designed to reduce duplicate mailings and save significant printing and postage costs, as well as natural resources. If you are a beneficial owner, you may have received householding information from your broker, financial institution, or other nominee shareholder in the past. Please contact the shareholder of record directly if you have 2022 Proxy Statement    83 Frequently Asked Questions questions, require additional copies of our Proxy Materials, or wish to revoke your decision to household and thereby receive multiple copies. You should also contact the shareholder of record if you wish to institute householding. These options are available to you at any time. Shareholders of record who share an address and would like to receive a separate copy of our Proxy Materials for future annual meetings, or have questions regarding the householding process, may contact our transfer agent, American Stock Transfer &Equiniti Trust Company, LLC, either by written request or by telephone at: American Stock Transfer &48 Wall Street, Floor 23, New York, New York 10005 – Telephone: 1-800-468,9716. By contacting Equiniti Trust Company, 6201 15th Avenue, Brooklyn, New York 11219 – Telephone: 1-800-937-5449. By contacting American Stock Transfer & Trust Company,LLC, shareholders of record sharing an address can also request delivery of multiple copies of our Proxy Materials in the future. Who is making this proxy solicitation and approximately how much will these solicitation activities cost? We will bear all costs and expenses relating to the solicitation of proxies, including the costs of preparing, assembling, printing, mailing, and distributing these Proxy Materials. We have hired Broadridge to assist us in mailing these Proxy Materials. Additionally, we have retained Morrow Sodali LLC, 333 Ludlow Street, Fifth Floor, South tower,Tower, Stamford, Connecticut to assist in the solicitation of votes for an estimated fee of $9,000,$10,000, plus reimbursement of certain out-of-pocket expenses. Solicitations may be made personally or by mail, facsimile, telephone, or via the Internet. However, if you choose to access the Proxy Materials over the Internet, you are responsible for any Internet access charges you may incur. Arrangements will be made with brokerage firms and other custodians, nominees, and fiduciaries for forwarding solicitation materials to the beneficial owners of the shares of common stock held by such persons, and we will reimburse such brokerage firms, custodians, nominees, and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection with such activities. Where can I get a copy of Hecla’s Annual Report? Our Annual Report to Shareholders, consisting of our Form 10-K for the year ended December 31, 2021, and other information,2023, is being made available to shareholders with this Proxy Statement. Shareholders may obtain a copy of our Annual Report for the calendar year ended December 31, 2021,2023, without cost, by written or oral request to: Hecla Mining Company, Attention: Investor Relations, 6500 N. Mineral Dr., Suite 200, Coeur d’Alene, Idaho 83815-9408 – Telephone: 208-769-4100208-769-4100. You can also access our SEC filings, including our Annual ReportsReport on Form 10-K, and all amendments thereto, on the SEC website at www.sec.gov/edgar.shtmledgar or on our website at www.hecla-mining.comhttps://www.hecla.com under “Investors,” and then selecting “Financial“Annual Reports & Filings.” Where can I find additional information about Hecla? The principal executive office of our Company is located at 6500 N. Mineral Dr., Suite 200, Coeur d’Alene, Idaho 83815. Our telephone number at this address is 208-769-4100. Our common stock is traded on the NYSE under the symbol “HL.” We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other information with the SEC. As an electronic filer, our public filings are maintained on the SEC’s Internet site that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC. The address of that website is www.sec.gov/edgar.shtml.edgar. Our annual reportAnnual Report to Shareholders for the year ended December 31, 2021,2023, including financial statements and schedules, is included with this Proxy Statement. We maintain a company website at www.hecla-mining.comhttps://www.hecla.com from which you can alternatively access the reports we file with the SEC. Our committee charters and other important corporate governance documents are also available on our website.   84     www.hecla-mining.com   Frequently Asked Questions   98 | 2024 Proxy Statement Other than the items in the Proxy Statement, what other items of business will be addressed at the Annual Meeting? As of the date of this Proxy Statement, the Board is not aware of any matters that will be presented for action at the Annual Meeting other than those described above. However, should other business properly be brought before the Annual Meeting, the proxies will be voted thereon at the discretion of the persons acting thereunder.   By Order of the Board of Directors        Michael B. White Corporate Secretary April 12, 20224, 2024 To the extent that this proxy statement is incorporated by reference into any other filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, the sections of this proxy statement entitled titled Compensation Committee Report and Audit Committee Report (to the extent permitted by SEC rules) will not be deemed incorporated, unless specifically provided otherwise in such filing.   2022 Proxy Statement    85   APPENDIXAppendix A Reconciliation of Non-GAAP Measures to GAAP Reconciliation of Cash Provided by Operating Activities (GAAP) to Free Cash Flow (non-GAAP) The non-GAAP measure of free cash flow is calculated as net cash provided by operating activities (GAAP) less additions to properties, plants, equipment, and mineral interests (GAAP). Management believes that, when presented in conjunction with comparable GAAP measures, free cash flow is useful to investors in evaluating our operating performance. The following table reconciles net cash provided by operating activities to free cash flow:   Dollars are in thousands    December 31, 2021   Net cash provided by operating activities (GAAP)    $ 220,337   Less: Additions to properties, plants, equipment and mineral interests (GAAP)      (109,048 )           Free cash flow10    $ 111,289            in thousands    December 31, 2023   Net cash provided by operating activities (GAAP)    $ 75,499   Less: Additions to properties, plants, equipment, and mineral interests (GAAP)      (223,887 )  Free cash flow(7)    $ (148,388 )  Reconciliation of Mine Site Cash Provided by Operating Activities (GAAP) to Mine Site Operating Cash Flow Less Capital (non-GAAP) The non-GAAP measure of mine site operating cash flow less capital, which is a performance measure for our LTIP, is calculated as mine site cash provided by operating activities, less additions to properties, plants, equipment, and mineral interests. Management believes that, when presented in conjunction with comparable GAAP measures, mine site operating cash flow less capital is useful to investors in evaluating our operating performance. The following table reconciles mine site cash provided by operating activities to mine site operating cash flow less capital:   Dollars are in thousands    December 31, 2021   in thousands    December 31, 2023   Mine site cash provided by operating activities    $ 445,927   Less: Additions to properties, plants equipment and mineral interests      (289,821 )  Mine site cash provided by operating activities Mine site cash provided by operating activities Mine site cash provided by operating activities    $ 192,821   Additions to properties, plants equipment and mineral interests Additions to properties, plants equipment and mineral interests Additions to properties, plants equipment and mineral interests Additions to properties, plants equipment and mineral interests      (223,607 )         Mine site operating cash flow less capital    $ 156,106          Mine site operating cash flow less capital Mine site operating cash flow less capital Mine site operating cash flow less capital    $ (30,786 )  Reconciliation of (Loss) Net Income (Loss) (GAAP) to Earnings Before Interest, Taxes, Depreciation, and Amortization (non-GAAP) The non-GAAP measure of earnings before interest, taxes, depreciation, and amortization (“EBITDA”)(EBITDA) is calculated as net income (loss) before the following items: interest expense, income tax benefit provision, and depreciation, depletion, and amortization expense. Management believes that, when presented in conjunction with comparable GAAP measures, EBITDA is useful to investors in evaluating our operating performance. The table below presents reconciliations between the GAAP measure of net loss to the non-GAAP measure EBITDA for the years ended December 31, 2021, 20202023, 2022 and 2019 (in thousands).2021.      Year ended December 31,      Year ended December 31,   in thousands    2023      2022   2021      2021   2020   2019   Net income (loss) (GAAP)    $ 35,095     $ (9,457 )    $ (94,909 )  Net (loss) income (GAAP) Net (loss) income (GAAP) Net (loss) income (GAAP) Net (loss) income (GAAP)    $ (84,217 )     $ (37,348 )    $ 35,095   Interest expense      41,945       49,569       48,447   Income tax (benefit) provision      (29,569 )      8,199       (18,318 )  Interest expense Interest expense Interest expense      43,319        42,793     41,945   Income and mining tax provision (benefit) Income and mining tax provision (benefit) Income and mining tax provision (benefit) Income and mining tax provision (benefit)      1,222        (7,566 )    (29,569 )  Depreciation, depletion, and amortization Depreciation, depletion, and amortization Depreciation, depletion, and amortization Depreciation, depletion, and amortization      172,651       155,006       196,408        163,672        143,938     171,793                      EBITDA    $ 220,122     $ 203,317     $ 131,628                      EBITDA EBITDA EBITDA    $ 123,996      $ 141,817     $ 219,264     10(7) Free cash flow is calculated as cash provided by operating activities (GAAP) less additions to properties, plans equipment, and mineral interests (GAAP).equipment. Free cash flow is a measure used by management to evaluate the Company’s operating performance but should not be considered as an alternative to cash flow from operations, as that term is defined by GAAP.   2022 Proxy Statement    A-1   Appendix A   A-2 | 2024 Proxy Statement Reconciliation of Net (Loss) Income (Loss) (GAAP) to Adjusted EBITDA Less Capital (non-GAAP) The non-GAAP measure of Adjusted EBITDA less capital for use in STIP performance measurement is calculated as net (loss) income (loss) before the following items: interest expense, income tax benefit, depreciation, depletion, and amortization expense, acquisition costs, loss (gain) on disposition of properties, plants, equipment and mineral interests, suspension costs, foreign exchange loss (gain), unrealized loss (gain) on derivative contracts, provisional price (gains) losses, provisions for closed operations expense, stock-based compensation, unrealized losses on investments, interest and other income/expense, gain on sale of investments (“adjusted EBITDA”)(adjusted EBITDA) less capital expenditures at our operations. The following table reconciles net loss(loss) income to adjusted EBITDA less capital (in thousands):capital:         Year Ended December 31,         2021     2020   Net income (loss)    $ 35,095     $ (9,457 )  Plus: Interest expense, net of amount capitalized      41,945       49,569   Plus: Income taxes      (29,569 )      8,199   Plus: Depreciation, depletion and amortization      172,651       155,006   ��                EBITDA      220,122       203,317   Less: Depreciation, depletion and amortization not at operating mines      (858 )      (6,896 )  Plus: Ramp-up and Suspension costs      23,012       24,911   Plus: Loss on disposition of properties, plants, equipment and mineral interests      87       572   Less/plus: Foreign exchange loss (gain)      (417 )      4,605   Plus: Unrealized losses on derivative contracts      11,903       5,578   Less: Provisional price gains      (9,349 )      (8,008 )  Plus: Provision for closed operations and environmental matters      17,964       6,189   Plus: Stock-based compensation      6,081       6,458   Plus/less: Unrealized losses (gains) on investments      4,295       (10,272 )  Plus: Adjustments of inventory to net realizable value      6,524       --   Plus: Foundation grant      --       1,970   Less/plus: Other      (584 )      2,260                    Adjusted EBITDA11      278,780       230,684   Less: Capital expenditures at operating mines      (108,855 )      (99,939 )                   Adjusted EBITDA less capital    $ 169,925     $ 130,745                          Year Ended December 31,   in thousands    2023     2022     2021   Net (loss) income    $ (84,217 )    $ (37,348 )    $ 35,095   Interest expense      43,319       42,793       41,945   Income and mining tax provision (benefit)      1,222       (7,566 )      (29,569 )  Depreciation, depletion, and amortization      163,672       143,938       171,793   EBITDA      123,996       141,817       219,264   Ramp-up and suspension costs      76,252       24,114       23,012   Loss on disposition of properties, plants, equipment, and mineral interests      849       16       87   Foreign exchange loss (gain)      3,810       (7,211 )      (417 )  Unrealized (gain) loss on derivative contracts      (3,168 )      (844 )      11,903   Provisional price (gain) loss      (18,230 )      20,839       (9,349 )  Provision for closed operations and environmental matters      7,575       8,793       17,964   Stock-based compensation      6,598       6,012       6,081   Unrealized loss on investments      243       5,632       4,295   Adjustments of inventory to net realizable value      20,819       2,646       6,524   Monetization of zinc and lead hedges      (4,447 )      16,664       —   Other      (1,744 )      (986 )      (584 )  Adjusted EBITDA(8)      212,553       217,492       278,780   Capital expenditures at operating mines      (223,607 )      (147,651 )      (108,855 )  Adjusted EBITDA less capital expenditures    $ (11,054 )    $ 69,841     $ 169,925     11(8) Adjusted EBITDA is a measure used by management to evaluate the Company’s operating performance but should not be considered an alternative to net (loss) income or cash provided by operating activities as that term isthose terms are defined by GAAP.GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. In addition, the Company may use it when formulating performance goals and targets under its incentive program.   A-2     www.hecla-mining.com   HECLA MINING COMPANY 6500 N. MINERAL DRIVE SUITE 200 COEUR D’ALENE, ID 83815       2024 Proxy Statement | A-3   VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 25, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May 24, 2022 for shares held in a Plan. 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. During The Meeting - Go to www.virtualshareholdermeeting.com/HL2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 25, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May 24, 2022 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. 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. Reconciliation of Loss Applicable to Common Stockholders to Adjusted Net Loss (GAAP) Adjusted net loss and adjusted net (loss) per share, are indicators of our performance. They exclude certain impacts which are of a nature which we believe are not reflective of our underlying performance. Management believes that adjusted net loss per common share provides investors with the ability to better evaluate our underlying operating performance. The following table reconciles adjusted net loss: in thousands    Year Ended December 31, 2023   Net loss applicable to common shareholders (GAAP)    $ (84,769 )  Adjusted for items below:          Fair value adjustments, net      (2,925 )  Provisional pricing gains      (18,230 )  Environmental accruals      2,952   Foreign exchange loss      3,810   Ramp-up and suspension costs      76,252   Loss on disposition of properties, plants, equipment, and mineral interests      849   Adjustments of inventory to net realizable value      20,819   Monetization of zinc and lead hedges      (4,447 )  Adjusted net loss      (5,689 )  Weighted average shares – basic      605,668   Adjusted net loss per common stock (in cents)      (0.01 )  HECLA MINING COMPANY 6500 N. MINERAL DRIVE SUITE 200 COEUR D’ALENE, ID 83815-9408 VOTE Before BY The INTERNET Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 16, 2024 for shares held directly and by 11:59 p.m. Eastern Time on May 14, 2024 for shares held in a Plan. 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. During The Meeting - Go to www.virtualshareholdermeeting.com/HL2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 16, 2024 for shares held directly and by 11:59 p.m. Eastern Time on May 14, 2024 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. 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: D78874-P68937 V41168-P05705 KEEP THIS PORTION FOR YOUR RECORDS — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY HECLA MINING COMPANY THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED IN ITEM 1 AND “FOR” PROPOSALS 2 AND 3. 1. ELECTION OF CLASS II DIRECTORS Nominees: For Against Abstain 1a. Stephen F. Ralbovsky 1b. Catherine J. Boggs 1c. Mark P. Board 2. Proposal to ratify and approve the selection of BDO USA, P.C., as our independent registered public accounting firm for the calendar year ending December 31, 2024. 3. Advisory resolution to approve named executive officer compensation. 4. In their discretion, on all other business that may properly come before the meeting or any adjournment or adjournments thereof. This Proxy will be voted as specified. If no specification is made, this Proxy will be voted “FOR” the election of the three nominees for Director and “FOR” the approval of Proposals 2 and 3. This proxy also delegates discretionary authority to vote with respect to any other business which may properly come before the meeting or any adjournment or postponement thereof. IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE PLEASE MARK, SIGN, DATE, AND PROMPTLY RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE. NOTE: The Proxy must be signed exactly as your name or names appear on this card. Executors, administrators, trustees, partners, etc., should give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer(s), who should specify the title(s) of such officer(s). For Against Abstain Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date HECLA MINING COMPANY THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED IN ITEM 1 AND “FOR” PROPOSALS 2 AND 3. 1.  ELECTION OF CLASS III DIRECTORS Nominees: For Against Abstain 1a.   Charles B. Stanley ☐ ☐ ☐ 1b.  Alice Wong ☐ ☐ ☐ For Against Abstain 2.  Ratify the appointment of BDO USA, LLP, as our independent registered public accounting firm for 2022. ☐ ☐ ☐ 3.  Approve, on an advisory basis, named executive officer compensation. ☐ ☐ ☐ 4.  In the Proxies’ discretion on all other business that may properly come before the meeting or any adjournments or postponements thereof. This Proxy will be voted as specified. If no specification is made, this Proxy will be voted “FOR” the election of the two nominees for Director and “FOR” the approval of Proposals 2 and 3. This Proxy also delegates discretionary authority to vote with respect to any other business which may properly come before the meeting or any adjournment or postponement thereof. IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE PLEASE MARK, SIGN, DATE, AND PROMPTLY RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE. NOTE: The Proxy must be signed exactly as your name or names appear on this card. Executors, administrators, trustees, partners, etc., should give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer(s), who should specify the title(s) of such officer(s). Signature [PLEASE SIGN WITHIN BOX] Date       Signature (Joint Owners) Date       Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V41169-P05705 HECLA MINING COMPANY ANNUAL MEETING OF SHAREHOLDERS May 17, 2024 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES FOR CLASS II DIRECTOR LISTED IN ITEM 1 AND “FOR” PROPOSALS 2 AND 3 The undersigned, revoking any previous proxies, hereby appoints PHILLIPS S. BAKER, JR. and MICHAEL B. WHITE, and each of them, proxies of the undersigned, with full power of substitution, to attend the Company’s Annual Meeting of Shareholders on May 17, 2024, and any adjournments or postponements thereof, and there to vote the undersigned’s shares of Common Stock of the Company on the following matters as described in the Board of Directors Proxy Statement for such meeting, a copy of which has been received by the undersigned. You may attend the meeting in person or via the Internet and vote electronically during the meeting. Have the information that is printed on the box marked by the arrow available and follow the instructions. Shares represented by this Proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote “FOR” each of the nominees for Class II director, “FOR” Proposals 2 and 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. Continued and to be signed on reverse side — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — —  — — —  D78875-P68937         HECLA MINING COMPANY ANNUAL MEETING OF SHAREHOLDERS May 26, 2022 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED IN ITEM 1 AND “FOR” PROPOSALS 2 AND 3 Phillips S. Baker, Jr. or Michael B. White or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Hecla Mining Company to be held in person at the Elks Lodge #331, 419 Cedar St., Wallace, Idaho, 83873 and virtually at www.virtualshareholdermeeting.com/HL2022 on May 26, 2022, or at any postponement or adjournment thereof. You may attend the meeting in person or via the Internet and vote electronically during the meeting. Have the information that is printed on the box marked by the arrow available and follow the instructions. Shares represented by this Proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote “FOR” each of the nominees for director and “FOR” Proposals 2 and 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. Continued and to be signed on reverse side