J. Kenneth Thompson
^■	^■	^■
^■ Age: 68 Director Since: 2002	^■Experience:
	^■►	^■President and Chief Executive Officer of Pacific Star Energy LLC, a privately held firm that is a passive holder of oil lease royalties in Alaska, from September 2000 to present, including, from 2004 to present, royalties held by Alaska Venture Capital Group LLC from its prior oil and gas exploration and development activities
	^■►	^■Chairman of the Board of Pioneer Natural Resources Company, a large independent oil and gas company
	^■►	^■Presiding (Lead) Director of the Board of Directors of Tetra Tech, Inc., an engineering consulting firm
	►	Member of the Board of Directors of Alaska Air Group, Inc., the parent corporation of Alaska Airlines, Virgin America Airlines and Horizon Air
	►	Executive Vice President of ARCO’s Asia Pacific oil and gas operating companies in Alaska, California, Indonesia, China and Singapore from 1998 to 2000
	►	President and Chief Executive Officer of ARCO Alaska, Inc., the oil and gas producing division of ARCO based in Anchorage, from June 1994 to January 1998
	►	Corporate Vice President leading ARCO's oil & gas research and technology center from 1993-94 which included research in various geoscience disciplines, engineering technologies and environmental sciences. He also had oversight of the Information Technology department, the computing center and IT security
	►	Selected in 2019 as one of the 100 most influential corporate directors by the National Association of Corporate Directors
	Education:
	►	Earned a Bachelor of Science Degree and Honorary Professional Degree in Petroleum Engineering from the Missouri University of Science & Technology
	Expertise:
	►	Through Mr. Thompson’s various executive positions, including the role of Chief Executive Officer, he brings to the Board leadership, risk management, project development/management, engineering, strategic planning, natural resources/extractive industry and extensive health, safety and environmental experience. Mr. Thompson also has government and regulatory experience through his work in other highly-regulated industries such as the oil and gas, energy, and airline industries, possesses extensive U.S. public company board experience. Mr. Thompsons’s experience in the oil and gas and airline industries also provide extensive experience with cyclical businesses

Meeting Attendance

Our Board met seven times during 2019. Each incumbent director ~~nominee serves as a current director and~~who served in 2019 attended at least ~~88%~~86% of ~~all~~the aggregate meetings of the ~~board of directors~~Board and ~~each committee~~committees on which he or she ~~or he served during 2016.~~

served. We have a policy that encourages directors to attend each annual meeting of stockholders, absent extraordinary circumstances. Other than Kevin Crutchfield, who was not standing for reelection at the 2019 Annual Meeting, each director then in office attended the 2019 Annual Meeting.

8|~~2017 Proxy Statement~~

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Committees of the Board of Directors

Each of the following Board committees functions under a written charter adopted by the Board, copies of which are available on the Corporate Governance page of our website, currently www.coeur.com/company/corporate-governance/, and to any stockholder who requests them.

The current members, responsibilities and the number of meetings held in 2019 of each of these committees are shown below:


Audit Committee Committee Members Linda L. Adamany Randolph E. Gress Sebastian Edwards Jessica L. McDonald Number of meetings in 2019: 6	Key Responsibilities
	Reviewing and reporting to the Board with respect to the oversight of various auditing and accounting matters and related key risks, including:
	►	The selection and performance of our independent registered public accounting firm;
	►	The planned audit approach;
	►	The nature of all audit and non-audit services to be performed;
	►	Accounting practices and policies;
	►	Oversight of the compliance program including compliance with the Company’s Code of Business Conduct and Ethics and whistleblower reporting framework; and
	►	The performance of the internal audit function.
	Independence and Financial Literacy
	►	The Board has determined that each member of the Audit Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines, as well as additional, heightened independence criteria under the NYSE listing standards and SEC rules applicable to Audit Committee members.
	►	All members of the Audit Committee satisfy the NYSE’s financial literacy requirement.
	►	The Board has determined that each of Ms. Adamany and Mr. Gress is an Audit Committee Financial Expert (as defined by SEC rules), as a result of his or her knowledge, abilities, education and experience


Compensation and Leadership Development Committee Committee Members John H. Robinson Sebastian Edwards Randolph E. Gress Eduardo Luna Robert E. Mellor Number of meetings in 2019: 6	Key Responsibilities
	►	Approving, together with the other independent members of the Board, the annual compensation for our CEO.
	►	Approving the annual compensation of the non-CEO executive officers.
	►	Reviewing and making recommendations to the Board with respect to compensation of the non-employee directors, our equity incentive plans and other executive benefit plans.
	►	Overseeing risk management of our compensation programs and executive succession planning.
	►	Overseeing leadership development, including goal development, planning and assessment of progress against individual development goals and plans.
	Independence
	►	The Board has determined that each member of the CLD Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines, as well as additional, heightened independence criteria under the NYSE listing standards applicable to the CLD Committee members, Section 16 rules and applicable provisions of the Internal Revenue Code.

			Chair
			Audit Committee Financial Expert

COEUR MINING, INC.
PROXY STATEMENT
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Nominating and Corporate Governance Committee Members Robert E. Mellor Randolph E. Gress John H. Robinson J. Kenneth Thompson Number of meetings in 2019: 4	Key Responsibilities
	►	Identifying and recommending to the Board nominees to serve on the Board.
	►	Establishing and reviewing corporate governance guidelines.
	►	Reviewing and making recommendations to the Board and oversee risk management with respect to corporate governance matters.
	►	Oversee CEO succession planning in conjunction with the CLD Committee.
	Independence
	►	The Board has determined that each member of the NCG Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines


Environmental, Health, Safety and Corporate Responsibility Committee Members J. Kenneth Thompson Linda L. Adamany Eduardo Luna Jessica L. McDonald Brian E. Sandoval Number of meetings in 2019: 4	Key Responsibilities
	Reviewing the Company’s EHSCR policies and management systems, as well as the scope of the Company’s potential EHSCR risks and liabilities, including with respect to:
	►	Environmental permitting, compliance and stewardship;
	►	Employee and contractor safety and health;
	►	Corporate social responsibility and community relations;
	►	Compliance with EHSCR laws, rules and regulations; and
	►	Oversight of ESG initiatives, including goal setting, data collection, disclosures and reporting frameworks.
	Independence
	►	The Board has determined that each member of the EHSCR Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines.


Executive Committee Committee Members Robert E. Mellor Mitchell J. Krebs John H. Robinson J. Kenneth Thompson Number of meetings in 2019: 0	Key Responsibilities
	►	Acting in place of the Board on limited matters that require action between Board meetings.

Chair

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Board Leadership and Independent Chairman

One of our Board’s key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single, generally accepted approach to providing Board leadership, and that given the dynamic and competitive environment in which we operate, the right Board leadership structure may vary. The Board and NCG Committee review the structure of Board and Company leadership as part of its annual review of the succession planning process. Our Board has determined that an independent, non-executive Chairman is currently the optimal leadership structure, as it provides independent Board leadership and allows the CEO to concentrate on our business operations. Currently, Mr. Mellor serves as independent Chairman of the Board. Mr. Krebs serves as President, CEO and Director.

Director Independence

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

In determining the independence of directors, the Board (with the assistance of the General Counsel and based upon the recommendation of the NCG Committee) undertakes an annual review of the independence of all non-employee directors. Each non-employee director annually provides the Board with information regarding the director’s business and other relationships with Coeur and its affiliates, and with senior management and their affiliates, to enable the Board to evaluate the director’s independence. In the course of the annual determination of the independence of directors, the Board (with the assistance of the General Counsel and based upon the recommendation of the NCG Committee) evaluates all relevant information and materials, including any relationships between Coeur and any other company where one of our non-employee directors also serves as a director.

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

Related Person Transactions

Our Related Person Transactions Policy includes written policies and procedures for the review, approval or ratification of related person transactions. As more fully explained in this policy, any transaction in which a related person has a material interest, other than transactions involving aggregate amounts less than $120,000, must be approved or ratified by the NCG Committee. The policies apply to all executive officers, directors and their immediate family members. Since the beginning of 2019, there were no related person transactions under the relevant standards.

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

►

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

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

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► Any reported transaction that our legal department determines may qualify as a related person transaction is referred to the NCG Committee.
► The Company monitors its accounts payable, accounts receivable and other databases to identify any other potential related person transactions that may require disclosure.
In determining whether or not to approve or ratify a related person transaction, the NCG Committee may take such action as it may deem necessary or in the best interests of the Company and may take into account the effect of any related person transaction on independence status of a director.
Meetings of Non-Management Directors
Non-management members of the Board, all of whom are also independent directors, regularly hold executive sessions at Board meetings without members of management being present. Mr. Mellor, the independent Chairman of the Board, presides over each such meeting. Following the Board self-evaluation process in 2017, ~~ANNUAL MEETING~~the number and length of Board executive sessions was increased beginning in 2018 to allow for more fulsome discussion among directors.
Director Education and Development
Continuing education is provided for all directors through board materials and presentations, discussions with management, visits to our sites and other sources. In 2019, directors were provided concentrated educational and development programs at Board meetings and through online training opportunities covering land management, First Nations relations, mining exploration, and cybersecurity. Several of our directors also attended programs focused on topics that are relevant to their duties as a director, including corporate governance, cybersecurity, diversity and inclusion, culture, climate change, ethics, corporate strategy, executive compensation, legal and regulatory developments, stockholder activism, finance and accounting, government relations, economic and political developments and current affairs.
Policy Regarding Director Nominating Process
The NCG Committee has adopted a policy pursuant to which a stockholder who has owned at least 1% of our outstanding shares of common stock for at least two years may recommend a director candidate that the committee will consider when there is a vacancy on the Board either as a result of a director resignation or an increase in the size of the Board. Such recommendation must be in writing addressed to the Chairman of the NCG Committee at our principal executive offices and must be received by the Chairman at least 120 days prior to the anniversary date of the release of the prior year’s proxy statement. Although the NCG Committee has not formulated any specific minimum qualifications that it believes must be met by a nominee that the NCG Committee recommends to the Board, the NCG Committee will take into account the factors discussed under “Director and Nominee Experience and Qualifications” on page 7. The NCG Committee would evaluate any stockholder nominee according to the same criteria as a nominee from any other source.
Management Succession Planning and Talent Development
The Board oversees the recruitment, development, and retention of our senior executives. Significant focus is placed on succession planning both for key executive roles and also deeper into the organization. In-depth discussions occur multiple times per year in meetings of the Board, CLD Committee and NCG Committee, including in executive sessions to foster candid conversations. The full Board receives an annual presentation from Mr. Krebs, our CEO, and Ms. Schouten, our Senior Vice President, Human Resources, showing detailed succession plans for each executive and senior leadership position as well as the general managers for each operating mine and their senior leadership teams. These succession plans include development plans and readiness assessments for succession candidates. The CLD Committee receives regular presentations from Mr. Krebs and Ms. Schouten on the progress each executive has made on his or her individual development plans. These presentation materials result from a structured evaluation process by and under the leadership of Ms. Schouten which includes one-on-one discussions with key leaders around the Company about their teams and high-potential employees. Directors have regular and direct exposure to senior leadership and high-potential employees during Board and committee meetings and through other informal meetings and events held during the year.
Our focused succession planning enables us to timely identify internal and external candidates for key roles within the organization that recently transitioned. Most recently, the executive team identified Terrence F.D. Smith (who was then serving as the Company’s Vice President, North American Operations) as having the potential to one day lead the
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Company’s Operations function. Emilie C. Schouten, Senior Vice President, Human Resources, in consultation with and under the direction of our CEO, Mr. Krebs, created and implemented a multi-year development strategy for Mr. Smith, to enable him to be in a position to assume leadership of Operations when needed. Mr. Krebs and Ms. Schouten provided regular updates to the CLD Committee and the Board on Mr. Smith’s development and readiness. This advance planning and proactive development of Mr. Smith allowed him to assume leadership of Operations when needed in late 2018.

Our internal succession planning process also gave us the clarity to understand in advance that a new Chief Financial Officer would need to be recruited externally in anticipation of the retirement of Peter C. Mitchell, who retired as Chief Financial Officer on December 31, 2018. This process provided us with ample time to conduct a thorough recruitment process, which involved the consideration of a number of potential candidates and a series of meetings and conversations involving executive management and Board members with a number of finalists, which ultimately concluded with the successful recruitment of Thomas S. Whelan and approval of his appointment by the Board. We believe the processes by which Messrs. Smith and Whelan came to be appointed as leaders of our Operations and Finance teams, respectively, demonstrates the effectiveness of our proactive succession planning and talent development strategy.

Board Oversight of Long-Term Strategy and Capital Allocation

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

►	during dedicated discussions on formal Board agendas,

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

►

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

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

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

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Stockholder Outreach and Engagement
We view our relationship with our stockholders as a critical part of our corporate governance profile. Among other things, proactive engagement with our stockholders helps us to understand expectations for our performance, maintain transparency, and shape corporate governance and compensation policies.
Each year, we launch two main outreach efforts, one in the spring in conjunction with proxy season and one in the fall. Our independent directors are also available to engage with stockholders, either directly or as part of our regular stockholder engagement program. In 2019, we contacted all institutional stockholders who owned at least 0.15% of our aggregate outstanding shares of common stock (as of June 30, 2019), representing approximately 57.8% of our aggregate outstanding shares of common stock, and engaged with all stockholders who responded to our invitation to discuss corporate governance, executive compensation and ESG matters. This led to focused discussions with the stockholders who accepted our invitation, which gave us valuable feedback on key issues and specific elements of our programs. Stockholder feedback is reported to

and discussed with our Board and relevant committees. In recent years, we increased our focus and efforts on incorporating ESG factors into our long-term business strategy, increased the proportion of incentive compensation programs linked with ESG factors and improved communication of our ESG practices and performance with investors and other stakeholders. We also acted upon feedback on topics such as Board gender diversity and refreshment and proxy access. The CLD Committee’s introduction of a ROIC-based measure into the performance share program for 2020 aligns with feedback from stockholders that the program should have measures that drive long-term stockholder value.
We believe our proactive engagement approach has resulted in constructive feedback and input from stockholders and we intend to continue these efforts.
Corporate Governance Guidelines and Code of Business Conduct and Ethics
The Board has adopted Corporate Governance Guidelines and the Code in accordance with NYSE corporate governance standards. We believe our Code, aligns with our purpose statement of “We Pursue a Higher Standard” by expecting all of our directors, officers and employees to seek and deliver a higher standard of honesty, ethics and integrity in every aspect of our business and throughout our organization. Copies of our Corporate Governance Guidelines and Code are available on the Corporate Governance page of our website, www.coeur.com/company/corporate-governance/, and to any stockholder who requests them. To the extent required under applicable rules, we have previously provided, and intend to provide in the future, amendment information to these documents and any waivers from our Code by posting to our website.
Responsibility
At Coeur, We Pursue a Higher Standard by striving to uphold our core values:
Protect – Our people, places, and planet
Develop – Quality resources, growth and plans
Deliver – Impactful results through teamwork
At the Board level, the EHSCR Committee primarily oversees ESG activities and receives an update on progress on ESG initiatives at every meeting. Each of the Board’s other committees also exercises oversight for some aspects of our ESG activities.
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Coeur maintains best-in-class governance practices, as evidenced by our corporate governance score of “1” issued by Institutional Shareholder Services, which is the highest possible score. In 2019, our Board and Governance team were recognized with multiple awards exemplifying how We Pursue a Higher Standard.

►

Recognized by the 2020 Women on Boards as a “Winning ‘W’ Company” for having a Board comprised of at least 20% women in 2020

►

National Association of Corporate Directors 2019 Directorship 100, J. Kenneth Thompson, Director

►

Crain’s Chicago Notable General Counsel List, Casey Nault, SVP General Counsel and Secretary

►

Crain’s Chicago Notable Leaders in HR List, Emilie Schouten, SVP, Human Resources

►

Winner of the 2019 Corporate Secretary Magazine Corporate Governance Awards for Best Proxy Statement (small cap)

►

Finalist for the 2019 Corporate Secretary Magazine Corporate Governance Awards Best for Compliance & Ethics Program (small to mid-cap)

Environmental
Coeur is committed to best-in-class environmental performance. Our goal is to meet the needs of today while respecting the needs of future generations. We Protect our environment and communities, Develop plans that guide sustainable mineral production and Deliver environmental best practices in an effort to promote a strong environmental culture and stewardship with an objective to cause no harm to our communities or the environment.
In 2019, we expanded our existing ESG information management system to improve our ability to track the results of our enhanced ESG initiatives across all of our sites. Consistent and rigorous reporting and management of data is critical to measuring the environmental impact of our operations and success of our ESG initiatives. Our environmental compliance program is driven by robust internal policies and proactive risk management and internal controls. We incorporate concerns about climate change and the environment into our strategy and plans and seek to reduce our environmental footprint through efforts such as minimizing surface disturbance, beneficially reusing water, increasing energy efficiency year-over-year and practicing concurrent reclamation at our active operations.
More information about our environmental strategies and performance is available on our website, and we plan to make our 2020 Responsibility Report available on our website during the second quarter of 2020. The information on our website is not incorporated by reference in this Proxy Statement.
Social Responsibility – Our People
At Coeur, our core values of Protect, Develop and Deliver apply to our most valuable resources - our employees, contractors and communities. Safety is at the foundation of everything we do. We believe in everyone returning home safely every day, and we are proudly certified under the CoreSafety program through the National Mining Association. While the basics of safety include avoiding injury, we believe in a more comprehensive approach that includes proactively identifying and addressing hazards, exposures and risks. Our strategy has four key components that are expected of employees and contractors at every level:
►
Reduce exposure through formal risk assessments and predictive identification of high-risk tasks which then form the basis of standard operating procedures to make those tasks safe.
►
Recognize hazards before work begins as well as during work in order to identify and create mitigating controls.
►
Investigate incidents in order to determine a root cause and implement practices to prevent future occurrences.
►
Communicate effectively across the organization to drive engagement at all levels and focus on achieving safe outcomes.
Our innovative approach to safety was recognized in 2019 by the Verdantix Environment Health & Safety Innovation Award in Metals, Mining & Natural Resources for successful integration of “internet-of-things” devices with safety management software to increase efficiency, reduce silos and barriers and create a system that supports safe outcomes and business success.
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Due to our sustained efforts and focus, we have seen significant improvements over time in worker safety. We achieved a companywide reduction in Employee + Contractor Total Reportable Injury Frequency Rate (“TRIFR”), which is one of the performance metrics under our 2019 Annual Incentive Plan, of 64% from 2012 to 2019 and an 11% reduction from 2018 to 2019, achieving a rate of 0.85 injury incidents per 200,000 hours worked during 2019.

Our commitment to positive safety and environmental outcomes is demonstrated in the inclusion of health and environmental metrics in our compensation program for over a decade. In 2019, 7.5% of AIP opportunity was tied to a reduction in significant spills compared to the prior year, and another 7.5% was tied to reducing companywide safety incidents compared to the prior year. On both measures, Company performance exceeded the target, as discussed in more detail in the CD&A beginning on page 38. In 2020, we will replace the spills reduction metric with a new AIP metric tied to reducing permit discharge limit exceedances and increase the weights of the environmental and safety metrics from 15% to 20% of our 2020 AIP program.
Social Responsibility - Our Communities
As a significant producer of gold and silver for over 90 years, Coeur has and continues to contribute to the long-term economic viability of the communities surrounding our five mining operations and other locations where Coeur maintains a presence. Our efforts have a lasting impact beyond the life of our mines.
Areas of focus for our community partnerships include:
► Making a positive short- and long-term direct and indirect financial impact on local and regional economies through local hiring and sourcing, volunteering and donating
► Partnering with and engaging community members through community involvement and outreach activities
We are proud to say that 71% of our employees are local to our operations and offices, expanding our direct and indirect positive economic impact in our communities. In 2019, we continued to engage with stakeholders across our communities and partnered with organizations to meet needs in each area. Highlights of our 2019 activities include:
►
Kensington – Striving to meet local needs and reduce waste, Coeur Kensington donated five sleeper trailers to Tlingit & Haida’s Reentry & Recovery department to create housing for reentry clients and $20,000 to help renovate the trailers.
►
Palmarejo – To assist with local water needs, Palmarejo started the first phase of the SCALL (Sistema de Captura de Agua de Lluvia) project. The SCALL project is intended to provide homes with water for domestic use through repairs to roofs and installation of rainwater collection systems. Palmarejo provided the rainwater collection system to 87 homes in seven communities. Palmarejo will work with two additional communities in 2020.
►
Rochester – Demonstrating our commitment to youth education, Coeur Rochester participated in a career expo at Lowry High School in Winnemucca, Nevada. Representatives from Rochester presented to nearly 200 freshmen at the expo and provided information about career opportunities in the mining industry.
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Wharf – To enhance the capabilities of local first responders, Coeur Wharf’s Emergency Medical Services (EMS) team provided cyanide exposure and response training to the Fire Department and other emergency medical providers in Lead and Deadwood. The annual training helps first responders prepare for emergencies.
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►
Silvertip –Coeur Silvertip partnered with the Watson Lake high school to address low attendance rates. Silvertip provides a small weekly prize and one large prize at the end of the year in a random drawing for students that maintain specified attendance levels.
►
Sterling (Project) – Coeur Sterling supported the Beatty Days celebration, the biggest local event of the year. Through participation, volunteerism, donations and presence at Beatty Days, Coeur Sterling was able to build meaningful partnerships, educate community members about the Sterling project and demonstrate their commitment to the nearby communities.
►
Chicago – Employees of the corporate office support the By the Hand Club, which provides services to K-12 students in several at-risk neighborhoods in Chicago, including after school programs which ensure students are fed, have access to safe facilities and obtain academic support. In 2019, Coeur employees participated in a reading competition, in which employees acted as judges and spent time mentoring the students.
For more information on corporate responsibility strategies and performance, visit the Responsibility page of our website.

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

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

Robust Succession Planning

From the operations to the boardroom, we conduct robust succession planning from the bottom to the top of the organization annually, by employing specific talent diagnostics and skill development needs. Rising stars and diversity discussions along with actions plans are reviewed with leadership on a quarterly basis.

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Culture Assessment

One of our focuses in 2019 was to assess and evaluate our culture. We invited all employees to participate in a culture assessment by completing an anonymous survey. Employee participation exceeded industry benchmarks and feedback was reviewed by the management team and Board of Directors. The management team then reviewed the results with employees at each of our operations through facilitated discussions to gain additional insight into the feedback. During the second half of the year, we developed site-specific action plans to address feedback and plans to monitor progress in the future. The results of the assessment confirmed we have an ethical, safe and proud workforce and also highlighted areas for improvement for which we developed strategies to address. Highlights of the survey results included:

►

93% feel safe performing their jobs

►

92% feel comfortable reporting unsafe conditions or practices

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91% believe that Coeur is committed to minimizing its impact on the environment

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90% are proud to work at Coeur

Our culture is SAFE, ETHICAL and PROUD.

Employee Development

In 2019 we bolstered the annual employee performance review process by conducting 360-degree reviews for each member of our executive team, asking employees of varying seniority levels with whom each executive works to provide anonymous feedback. We believe this feedback is important to maintaining a strong culture by effectively assessing leadership performance and development, increasing accountability, facilitating succession planning and identifying areas for improvement and change. Each executive will be accountable for the areas for improvement identified in the 360-degree review process through the 2020 employee review process. We continued to provide opportunities for employees to participate in IMPACT Training, an intensive year-long training program created by Coeur for front-line supervisors throughout the organization focused on safety leadership and mining as a business. Through IMPACT training, we have invested over 17,000 hours of leadership training and personal development in 142 employees.

Diversity & Inclusion

Our President & CEO, Mitchell Krebs, is the first and only precious metals mining CEO to sign the CEO ACTION for Diversity & Inclusion pledge. This pledge highlights Coeur’s continuing commitment to fostering a diverse and inclusive workforce, evidenced by programs such as Coeur Heroes that has provided 87 career opportunities to current and former US Military personnel.

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Local Hires

Investing in our local communities extends beyond financial support. In 2019, 71% of our employees were from the communities surrounding our operations. We provided 144 apprenticeships, over 30 scholarships and worked with organizations such as By the Hand Club in Chicago and The Lowry Foundation in Winnemucca, NV to educate youth in our communities about career opportunities in mining. Providing career opportunities to local community members and participating in community initiatives creates a closer connection between our operations and local stakeholders and communities.

Rewards & Wellness

As part of our fundamental need to attract and retain talent, we regularly evaluate our compensation, benefits and employee wellness offerings. Our average employee earns 25% more than the average employee in their local markets according to industry benchmarking. Over 96% of U.S. employees are enrolled in our medical benefit plan, and over 90% of U.S. employees contribute to our 401(k) plan. Supplemental healthcare is provided above government requirements in both Canada and Mexico. Coeur was one of the first in the industry to provide domestic partner benefits in 2013 and participation has increased 70% since introduction.

Policy Regarding Stockholder and Other
Interested Person Communications with Directors
Stockholders and other interested persons desiring to communicate with a director, the independent directors as a group or the full Board may address such communication to the attention of our Corporate Secretary, 104 South Michigan Avenue, Suite 900, Chicago, Illinois 60603, and such communication will be forwarded to the intended recipient or recipients.
Compensation Consultant Disclosure
The CLD Committee retained Semler Brossy for the 2019 compensation year to provide information, analyses, and advice regarding executive and director compensation, as described below. Semler Brossy is a compensation consulting firm specializing in executive compensation consulting services and reports directly to the CLD Committee.
Semler Brossy provided the following services for the CLD Committee during 2019 and early 2020:
► Evaluated our executive officers’ base salary, annual incentive and long-term incentive compensation, and total direct compensation relative to the competitive market;
► Advised the CLD Committee on executive officer target award levels within the annual and long-term incentive program and, as needed, on actual compensation actions;
► Assessed the alignment of our executive compensation levels relative to our compensation philosophy;
► Briefed the CLD Committee on executive compensation trends among our peers and the broader industry; and
► Evaluated our non-employee director compensation levels and program relative to the competitive market.
At the CLD Committee’s direction, Semler Brossy provided the following additional services for the CLD Committee during 2019 and in early 2020:
► Advised on the design of our annual and long-term incentive awards, described in “Compensation Discussion and Analysis”, and
► Assisted with the preparation of the Compensation Discussion and Analysis for this proxy statement.
In the course of conducting its activities, Semler Brossy attended all six meetings of the CLD Committee during 2019 and presented its findings and recommendations for discussion.
The decisions made by the CLD Committee are its responsibility and may reflect factors and considerations other than the information and recommendations provided by Semler Brossy or any other advisor to the CLD Committee. Semler Brossy reported directly to the CLD Committee following its appointment as the Committee’s independent consultant and provided no services during such time to Coeur other than executive and nonemployee director compensation consulting services at the direction or with the consent of the CLD Committee. Semler Brossy has no other direct or indirect business
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or relationships with Coeur or any of its affiliates and no current business or personal relationships with members of the CLD Committee or our executive officers. In addition, in its agreement with the CLD Committee, Semler Brossy agreed to advise the Chair of the CLD Committee if any potential conflicts of interest arise that could cause Semler Brossy’s independence to be questioned, and not to undertake projects for management except at the request or with the prior consent of the CLD Committee Chair and as an agent for the CLD Committee.
In March 2020, the CLD Committee considered the following six factors with respect to Semler Brossy: (i) the provision of other services to Coeur by Semler Brossy; (ii) the amount of fees received from Coeur by Semler Brossy, as a percentage of the total revenue of Semler Brossy; (iii) the policies and procedures of Semler Brossy that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Semler Brossy with a member of the CLD Committee; (v) any Coeur stock owned by Semler Brossy; and (vi) any business or personal relationship of Semler Brossy with any of our executive officers. After considering the foregoing factors, the CLD Committee determined that Semler Brossy was independent and that the work of Semler Brossy with the CLD Committee for the 2019 compensation year did not raise any conflicts of interest.
Risk Oversight
The Board is responsible for overseeing management’s mitigation of the major risks facing Coeur, including but not limited to:

►

Management succession planning

►

Strategic asset portfolio optimization

►

Major project execution

►

Health, safety, environmental and social responsibility risks

►

Cybersecurity

►

Commodity price volatility

►

Public policy and regulatory changes

►

Balance sheet management and access to capital

In addition, the Board has delegated oversight of certain categories of risk to the Audit Committee, the EHSCR Committee, the CLD Committee and the NCG Committee.

Committee

Oversight Role

Audit

Reviews with management and the independent auditor compliance with legal and regulatory requirements, with a focus on legal and regulatory matters related to internal controls, accounting, finance and financial reporting and contingent liabilities, and discusses policies with respect to risk assessment and risk management, and risks related to matters including the Company’s financial statements and financial reporting processes, compliance, and information technology and cybersecurity. Oversees the process for determining and monitoring the independence of the independent auditor, reviews non-GAAP measures included in the Company’s financial statements, SEC filings, press releases and other investor materials, oversees the implementation of new accounting standards and reviews with the independent auditor critical audit matters expected to be described in the independent auditor’s report. In addition, oversees the Company’s compliance program including compliance with the Company’s Code of Business Conduct and Ethics and whistleblower reporting framework.

EHSCR

Reviews the effectiveness of our ESG programs and performance, including but not limited to our compliance with environmental and safety laws, and oversees community relations risk management.

CLD

Responsible for recommending compensation for executive officers that includes performance-based award opportunities that promote retention and support growth and innovation without encouraging or rewarding excessive risk. For a discussion of the CLD Committee’s assessments of compensation-related risks, see “Compensation and Leadership Development Committee Role in Risk” below. Oversees succession planning for the CEO in conjunction with the NCG Committee and oversees other executives’ progress against development plans as part of its leadership development oversight scope.

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Committee

Oversight Role

NCG

Oversees risks related to our corporate governance, including Board and director performance, director and CEO succession, and the review of Coeur’s Corporate Governance Guidelines and other governance documents. Also oversees CEO succession planning in conjunction with the CLD Committee.

In performing their oversight responsibilities, each of these committees periodically discusses with management and provides guidance regarding our policies with respect to risk assessment and risk management and reports to the Board regularly on matters relating to the specific areas of risk the committee oversees.
Throughout the year, the Board and relevant committees each receive reports from and engage with management regarding major risks and exposures facing Coeur and the steps management has taken to monitor and control such risks and exposures. The Board also dedicates a portion of their meetings to reviewing and discussing specific risk topics in greater detail and providing input and counseling management on risk mitigation and compliance enforcement.
Compensation and Leadership Development Committee Role in Risk
The CLD Committee conducts a yearly analysis of the current risk profile of our compensation programs, including a review of the primary design features of our compensation programs and the process for determining executive and employee compensation. This annual exercise has identified numerous ways in which our compensation programs are structured to mitigate risk, including:
► the structure consisting of both fixed and variable compensation that rewards both annual and long-term performance;
► the balance between long- and short-term incentive programs, with greater weight placed on long-term programs;
► the use of caps or maximum amounts in our incentive programs;
► the use of multiple performance metrics under our incentive plans;
► a heavier weighting toward overall corporate performance for cash-based incentive plans;
► time-based vesting for equity-based awards (including performance share awards) to promote retention; and
► strict and effective internal controls.
In addition, Coeur has a clawback and forfeiture policy providing for the recovery, repayment or recoupment of incentive payments to (i) executive officers (as defined under SEC rules) in certain instances involving financial restatements and (ii) Company officers in certain circumstances involving misconduct, which further mitigates risk.
Compensation and Leadership Development Committee Interlocks and Insider Participation
None of the members of the CLD Committee during 2019 or as of the date of this proxy statement is or has been an officer or employee of Coeur, and no executive officer of Coeur served on the compensation committee or board of any company that employed any member of the CLD Committee or Board during that time.
Audit and Non-Audit Fees
Grant Thornton LLP served as our independent registered public accounting firm for the fiscal year ended 2019. The following table presents fees for professional services rendered by Grant Thornton for 2019 and 2018.

2019

2018

Audit Fees⁽¹⁾

$1,487,192

$1,524,402

Audit-Related Fees

$—

$—

Tax Fees

$—

$—

All-Other Fees

$—

$—

(1)
Audit fees were primarily for professional services related to the audits of the consolidated financial statements and internal controls over financial reporting, review of our consolidated financial statements included in our Quarterly Reports on Form 10-Q, comfort letters, consents, and other services related to SEC matters.
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None of the services described above were approved by the Audit Committee under the de minimis exception provided by Rule 201(c)(7)(i)(C) under Regulation S-X.
Audit Committee Policies and Procedures for Pre-Approval of Independent Auditor Services
The Audit Committee has policies and procedures requiring pre-approval by the Audit Committee of the engagement of our independent auditor to perform audit services, as well as permissible non-audit services. The nature of the policies and procedures depend upon the nature of the services involved, as follows:

Service

Description

Audit Services

The annual audit services engagement terms and fees are subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit, required quarterly reviews, subsidiary audits and other procedures required to be performed by the auditor to form an opinion on our financial statements, and such other procedures including information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control. Other audit services may also include statutory audits or financial audits for subsidiaries and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or used in connection with securities offerings.

Audit-Related Services

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor. Audit-related services are subject to the specific pre-approval of the Audit Committee. Audit-related services include, among others, due diligence services relating to potential business acquisitions/dispositions; accounting consultations relating to accounting, financial reporting or disclosure matters not classified as audit services; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; financial audits of employee benefit plans; agreed-upon or expanded audit procedures relating to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements.

Tax Services

Tax services are subject to the specific pre-approval of the Audit Committee. The Audit Committee will not approve the retention of the independent auditor in connection with a transaction the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported by the Internal Revenue Code and related regulations.

All Other Services

Pre-approval by the Audit Committee is required for those permissible non-audit services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence.

Our Chief Financial Officer is responsible for tracking all independent auditor fees against the budget for such services and reports at least annually to the Audit Committee. The Audit Committee Chair has been delegated pre-approval authority to address any approvals for services requested between Audit Committee meetings.
AUDIT COMMITTEE REPORT
The Audit Committee, which consists of Linda L. Adamany (Chair), Sebastian Edwards, Randolph E. Gress and Jessica L. McDonald, is governed by its charter, a copy of which is available on the Corporate Governance page of our website http://www.coeur.com/company/corporate-governance/. The Board has determined that each of Linda L. Adamany and Randolph E. Gress is an “audit committee financial expert” within the meaning of rules adopted by the SEC. All of the members of the Audit Committee are “independent” as defined in the rules of the SEC and the listing standards of the New York Stock Exchange.
The Audit Committee assists the Board in fulfilling its responsibilities to stockholders with respect to our independent auditors, our internal audit function, our corporate accounting and reporting practices, and the quality and integrity of our financial statements and reports. The Audit Committee is responsible for the appointment, compensation and oversight of the work of our independent auditors and internal audit function.
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The Audit Committee discussed with our independent auditors the scope, extent and procedures for the 2019 audit. On a quarterly basis, the Audit Committee meets separately with the Company’s independent registered public accounting firm, Grant Thornton LLP, without management present, and the Company’s internal auditors, to discuss the results of their audits and reviews, the cooperation received by the auditors during the audit examination, their evaluations of the Company’s internal controls over financial reporting, and the overall quality of the Company’s financial reporting. The Committee also meets separately with the Company’s Chief Financial Officer and General Counsel quarterly and with the Company’s Chief Executive Officer from time to time. Following these separate discussions, the Audit Committee meets in executive session.
The Audit Committee is also responsible for establishing procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters, including the confidential, anonymous submission of complaints by our employees, received through established procedures, of concerns regarding questionable accounting or auditing matters. Reference is made to the Audit Committee’s charter for additional information as to the responsibilities and activities of the Audit Committee.
Management is primarily responsible for our financial statements, reporting process and systems of internal controls. In ensuring that management fulfilled that responsibility, the Audit Committee reviewed and discussed with management the audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Discussion topics included the quality and acceptability of accounting principles, the reasonableness of significant judgments, including impairments, the clarity of disclosures in the financial statements, and an assessment of the work of the independent auditors.
The independent auditors are responsible for expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles. The Audit Committee reviewed and discussed with the independent auditors their judgments as to the quality and acceptability of our accounting principles and such other matters as are required to be discussed under applicable standards of the PCAOB and the SEC. In addition, the Audit Committee received from the independent auditors the written disclosures and the letter as required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, discussed with the independent auditors their independence from us and our management, and considered the compatibility of non-audit services with the auditors’ independence.
Grant Thornton LLP reported to the Audit Committee that:
► there were no disagreements with management;
► it was not aware of any consultations about significant matters that management discussed with other auditors;
► no major issues were discussed with management prior to Grant Thornton LLP’s retention;
► it received full cooperation and complete access to our books and records;
► it was not aware of any material fraud or likely illegal acts as a result of its audit procedures;
► there were no material weaknesses identified in its testing of our internal control over financial reporting; and
► there were no known material misstatements identified in its review of our interim reports.
Based on the reviews and discussions described above, the Audit Committee recommended to the Board (and the Board subsequently approved) the inclusion of the audited financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 for filing with the SEC.
In addition, the Audit Committee selected Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. The Board is recommending to our stockholders that they ratify and approve the selection of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.
Audit Committee of the Board of Directors
LINDA L. ADAMANY, Chair
SEBASTIAN EDWARDS
RANDOLPH E. GRESS
JESSICA L. MCDONALD
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Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm for 2020

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

What am I voting for?
►
Ratifying the selection of Grant Thornton LLP as the independent auditor of our consolidated financial statements and our internal control over financial reporting for 2020
The Audit Committee, which consists entirely of independent directors, is recommending approval of its appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2020. Grant Thornton LLP served as the Company’s independent registered public accounting firm for each fiscal year beginning with the fiscal year ended December 31, 2016, and Grant Thornton LLP’s tenure was considered by the Audit Committee in its assessment of Grant Thornton LLP’s independence.
As a matter of good corporate governance, a resolution will be presented at the Annual Meeting to ratify the appointment by the Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for the year ending December 31, 2020. Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions.
The Board has put this proposal before the stockholders because the Board believes that seeking stockholder ratification of the appointment of the independent registered public accounting firm is good corporate practice. If the appointment of Grant Thornton LLP is not ratified, the Audit Committee will evaluate the basis for the stockholders’ vote when determining whether to continue the firm’s engagement.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Name

Age

Current Position with Coeur

Since

Joined Coeur

Mitchell J. Krebs

48

President, Chief Executive Officer & Director

2011

1995

Thomas S. Whelan

50

Senior Vice President & Chief Financial Officer

2019

2019

Casey M. Nault

48

Senior Vice President, General Counsel & Secretary

2015

2012

Hans J. Rasmussen

60

Senior Vice President, Exploration

2016

2013

Emilie C. Schouten

41

Senior Vice President, Human Resources

2018

2013

Terrence F.D. Smith

44

Senior Vice President, Operations

2018

2013

Kenneth J. Watkinson

51

Vice President, Corporate Controller & Chief Accounting Officer

2018

2013

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Mitchell J. Krebs, President, Chief Executive Officer & Director

Age: 48

►

Mitchell J. Krebs was appointed President, Chief Executive Officer and member of the Board of Directors of Coeur Mining, Inc. in July 2011. Prior to that, Mr. Krebs served as Senior Vice President and Chief Financial Officer from March 2008 to July 2011; Treasurer from July 2008 to March 2010; Senior Vice President, Corporate Development from May 2006 to March 2008; Vice President, Corporate Development from February 2003 to May 2006.

►

Mr. Krebs first joined Coeur in August 1995 as Manager of Acquisitions after spending two years as an investment banking analyst for PaineWebber Inc.

►

Mr. Krebs holds a Bachelor of Science in Economics from The Wharton School at the University of Pennsylvania and a Master of Business Administration from Harvard University. Mr. Krebs also serves as a member of the board of directors of Kansas City Southern Railway Company since May 2017 (Audit Committee; Finance Committee). His is a member of the Board of National Mining Association (Executive Committee; Chairman of Audit and Finance Committee) and a past President of The Silver Institute.

Thomas S. Whelan, Senior Vice President & Chief Financial Officer

Age: 50

►

Thomas S. Whelan was appointed Senior Vice President and Chief Financial Officer in January 2019.

►

Prior to joining Coeur, Mr. Whelan served as CFO of Arizona Mining Inc. from September 2017 to August 2018, when the company was acquired by South32 Limited. Previously, Mr. Whelan served as CFO for Nevsun Resources Ltd. from January 2014 to August 2017.

►

He is a chartered professional accountant and was previously a partner with the international accounting firm Ernst & Young (“EY”) LLP where he was the EY Global Mining & Metals Assurance sector leader, the leader of the EY Assurance practice in Vancouver and previously EY’s Canadian Mining & Metals sector leader. Mr. Whelan graduated with a Bachelor of Commerce from Queen’s University.

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

Age: 48

►

Casey M. Nault was appointed Senior Vice President, General Counsel and Secretary in January 2015. Mr. Nault was appointed as Vice President and General Counsel upon joining Coeur in April 2012 and was appointed Secretary in May 2012.

►

Mr. Nault has over 20 years of experience as a corporate and securities lawyer, including prior in-house positions with Starbucks Corporation and Washington Mutual, Inc. and law firm experience with Gibson, Dunn & Crutcher. His experience includes securities compliance and SEC reporting, corporate governance and compliance, mergers and acquisitions, public and private securities offerings and other strategic transactions, general regulatory compliance, cross-border issues, land use and environmental issues, and overseeing complex litigation.

►

Mr. Nault has a B.A. in Philosophy from the University of Washington and received his law degree from the University Southern California Law School.

Hans J. Rasmussen, Senior Vice President, Exploration

Age: 60

►

Hans J. Rasmussen was appointed Senior Vice President, Exploration in January 2016. Mr. Rasmussen was appointed Vice President, Exploration upon joining Coeur in September 2013.

►

Mr. Rasmussen has many years of experience in the mining business, 16 years of which were with senior producers Newmont Mining and Kennecott/Rio Tinto, as well as serving as a consultant for senior producers such as BHP, Teck-Cominco and Quadra Mining. From 2004 to 2013, he was an officer or served on the Board of Directors of several junior public exploration companies with gold and silver projects in Quebec, Nevada, Argentina, Chile, Colombia, Peru, and Bolivia, including as President and Chief Executive Officer of Colombia Crest Gold Corp. from 2007 to 2013. Mr. Rasmussen has served on the Board of Directors of Atex Resources Inc. (formerly known as Colombia Crest Gold Corp.) since 2006.

►

Mr. Rasmussen has a Master of Science in Geophysics from the University of Utah and Bachelor of Science degrees in Geology and Physics from Southern Oregon University.

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Emilie C. Schouten, Senior Vice President, Human Resources

Age: 41

►

Emilie C. Schouten was named Senior Vice President, Human Resources in May 2018. She joined Coeur in 2013 as the Director of Talent Acquisition and Development. She was one of the first hired when Coeur moved the headquarters to Chicago and therefore, was instrumental in hiring the new team and implementing the performance management system for the Company.

►

Emilie has nearly 20 years of experience in Human Resources, starting her career in General Electric, where she graduated from GE’s Human Resources Leadership Program. After 6 years as a HR Manager with GE, her division was acquired by the world’s largest electrical distribution company, Rexel, and Emilie went on to become the Director of Training and Development.

►

Emilie has a B.A. in Sociology from Michigan State University and a M.S. in Industrial Labor Relations from University of Wisconsin-Madison.

Terrence F.D. Smith, Senior Vice President, Operations

Age: 44

►

Terry Smith was named Senior Vice President, Operations in December 2018. Mr. Smith joined Coeur in 2013 as the Vice President, North American Operations.

►

Prior to joining Coeur, he served as Vice President of Project Development and Assessments of Hunter Dickenson Inc. Mr. Smith has managed projects ranging from scoping to the feasibility level, coordinated field investigations, metallurgy laboratory testing, and engineering design. He also has significant experience in strategic project planning and due diligence reviews for potential acquisitions including environmental, metallurgical, geotechnical and mining inputs. Mr. Smith has also served as Manager of Operations Support for Barrick Gold Corporation in Toronto and as Senior Mining Engineer for Teck Cominco Ltd. in Vancouver.

►

Mr. Smith holds a Bachelor of Mining Engineering from Laurentian University in Sudbury, Ontario.

Kenneth J. Watkinson, Vice President, Corporate Controller & Chief Accounting Officer

Age: 51

►

Ken Watkinson was appointed Chief Accounting Officer in February 2018. He was named Vice President, Corporate Controller in March 2017. He joined Coeur in September 2013 as Director of Financial Reporting.

►

Mr. Watkinson came to Coeur from HSBC North America where he managed SEC reporting for HSBC USA, Inc. He previously served as Senior Manager of SEC Reporting for Baxter International Inc. and Manager of Consolidations and Reporting for Kraft Foods, Inc.

►

Mr. Watkinson is a Certified Public Accountant and holds a Bachelor of Science in Accounting from Northeastern Illinois University.

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SHARE OWNERSHIP
The following table sets forth information, as of the close of business on March 17, 2020 (except as otherwise noted), concerning the beneficial ownership of our common stock by (i) each beneficial holder of more than 5% of our outstanding shares of common stock, (ii) each of our current directors and director nominees, (iii) each of our Named Executive Officers, or NEOs, listed in the 2019 Summary Compensation Table on page 62, and (iv) by all of our current directors and executive officers as a group.

Stockholder

Shares Beneficially
Owned

Percent of
Outstanding

Van Eck Associates Corp.

26,649,113⁽¹⁾

11.1%

BlackRock, Inc.

20,379,604⁽²⁾

8.5%

The Vanguard Group, Inc.

20,240,705⁽³⁾

8.4%

Dimensional Fund Advisors LP

17,575,032⁽⁴⁾

7.3%

Mitchell J. Krebs

1,260,910⁽⁵⁾

*

Robert E. Mellor

169,289

*

J. Kenneth Thompson

178,223

*

John H. Robinson

143,623

*

Linda L. Adamany

128,203

*

Randolph E. Gress

157,483

*

Sebastian Edwards

111,053

*

Eduardo Luna

45,942

*

Jessica L. McDonald

28,364⁽⁶⁾

*

Brian E. Sandoval

39,012

*

Thomas S. Whelan

281,494

*

Casey M. Nault

409,291⁽⁵⁾

*

Hans J. Rasmussen

350,655⁽⁵⁾

*

Emilie C. Schouten

130,170

*

All current executive officers and directors as a group (16 persons)

3,788,374⁽⁵⁾

1.6%

*
Holding constitutes less than 1% of the outstanding shares on March 17, 2020 of 243,595,204.
(1)
As of December 31, 2019, based on information contained in a Schedule 13G/A filed on February 6, 2020, Van Eck Associates Corporation had sole voting and dispositive power over 26,649,113 shares. The shares are held within mutual funds and other client accounts managed by Van Eck Associates Corporation, one of which individually owns more than 5% of the outstanding shares. The address for Van Eck Associates Corporation is 666 Third Ave. – 9^th Floor, New York, NY 10017.
(2)
As of December 31, 2019, based on information contained in a Schedule 13G filed on February 5, 2020, Blackrock, Inc. had sole voting power over 20,379,604 20hares and sole dispositive power over 20,379,604 shares. The address for Blackrock, Inc. is 55 E. 52^nd St., New York, NY 10055.
(3)
As of December 31, 2019, based on information contained in a Schedule 13G/A filed on February 12, 2020, The Vanguard Group, Inc. had sole voting power over 225,433 shares, shared voting power over 40,672 shares, sole dispositive power over 20,000,947 shares and shared dispositive power over 239,758 shares. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.
(4)
As of December 31, 2019, based on information contained in a Schedule 13G filing on February 12, 2020, Dimensional Fund Advisors LP (“Dimensional Advisors”) had sole voting power over 17,150,400 shares and, together with certain of its subsidiaries, acting as investment advisor, investment manager or sub-adviser to four investment companies, had shared voting and/or investment power over 17,575,032 shares and may be deemed to be the beneficial owner of the shares of the Company held by such funds. The address for Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas, 78746.
(5)
Holdings include the following shares which may be acquired upon the exercise of options outstanding under the 1989/2003/2015 Long-Term Incentive Plans and exercisable within 60 days of March 11, 2020: Mitchell J. Krebs — 64,617 shares; Casey M. Nault — 18,207 shares; Hans J. Rasmussen – 5,598; Terrence F. Smith — 28,261 shares; and all current directors and executive officers as a group — 116,683 shares.
(6)
Excludes 17,578 restricted stock units (“RSUs”). Each RSU represents a contingent right to receive one share of Company common stock, which will be delivered to Ms. McDonald on the 60th day after separation from Board service.
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COMPENSATION DISCUSSION AND ANALYSIS
This CD&A describes the components of our executive compensation program, provides a discussion of our executive compensation philosophy, the program’s elements, policies and practices, and the impact of Company performance on compensation results. It also describes how and why the CLD Committee of the Board arrived at specific 2019 executive compensation decisions and the factors the CLD Committee considered in making those decisions.

CD&A Summary

38

Who We Are

38

NEW

Our Strategy

38

2019 Macroeconomic Environment

38

Company Performance

40

Alignment of 2019 Compensation

42

Our Executive Compensation Program

43

Our Executive Compensation Practices

43

Executive Compensation Program Philosophy

43

2019 Direct Compensation Elements

44

2019 Total Direct Compensation Targets

46

Results of 2019 Stockholder Advisory Vote on Executive Compensation

46

Select Compensation Program Changes for 2019 and 2020

46

Competitive market Assessment

46

Peer Group

47

2019 Executive Compensation – Actual Pay Compared to Target

48

2019 Executive Compensation Results

49

Base Salary

49

Annual Incentive Plan

49

Long-Term Equity Incentive Awards

52

Benefits and Perquisites

56

Other Compensation Arrangements and Policies

58

Stock Ownership Guidelines

58

Insider Trading and Hedging Policy

58

Clawback and Forfeiture Policy

58

Tax Deductibility of Compensation

58

Our 2019 NEOs:

Mitchell J.
Krebs

Thomas S. Whelan

Casey M.
Nault

Emilie C. Schouten

Hans J. Rasmussen

President and Chief Executive Officer

Senior Vice President and Chief Financial Officer

Senior Vice President, General Counsel and Secretary

Senior Vice President, Human Resources

Senior Vice President, Exploration

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CD&A Summary
Who We Are
Coeur is a U.S.-based, well-diversified, growing precious metals producer with five wholly-owned operations: the Palmarejo gold-silver complex in Mexico, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska, the Wharf gold mine in South Dakota and the Silvertip silver-zinc-lead mine in British Columbia. In addition, the Company has interests in several precious metals exploration projects throughout North America. Coeur is headquartered in Chicago, Illinois and employs approximately 1,900 people companywide.

Our Strategy
Coeur strives to integrate sustainable operations and development into our business decisions and strategic goals. We proactively conduct our business with a focus on positively impacting the environment, as well as the health and safety, and socioeconomics of our people and the communities in which we operate. Coeur’s strategy is to discover, develop and operate a balanced portfolio of high-quality precious metals assets currently in North America. Our strategy is guided by our purpose statement, We Pursue a Higher Standard, and three key principles: Protect our People, Places and Planet; Develop Quality Resources, Growth and Plans; and Deliver Impactful Results through Teamwork.

2019 Macroeconomic Environment
Our business is highly dependent on the market prices of gold, silver, zinc and lead, commodities that are actively traded and frequently experience significant price volatility. Macroeconomic conditions during 2019 and the three-year period from 2017-2019 significantly impacted our business results, stockholder returns and, as a result, executive compensation.
Over the three years ended December 31, 2019, U.S. equity markets posted strong overall gains. Through most of this period, major indices such as the Dow Jones Industrial Average and S&P 500 repeatedly registered record highs. During the same three-year period, London Bullion Market Association gold and silver prices increased 32% and 11%, respectively. Despite the overall price appreciation, both metals experienced significant volatility, weakening in the second half of 2018 before outperforming during much of 2019. Period-high prices were registered in September 2019 on the back of the U.S. Federal Reserve lowering its target federal funds rate for the first time since 2008, providing support for precious metals prices, and amid escalating geopolitical risks. At the same time, growing concern around trade tensions
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and fears of slowing global growth acted as headwinds for base metals. After zinc and lead prices increased in the second half of 2017 and peaked in the beginning of 2018, both trended downward before testing multi-year lows in 2019. During the three-year period of 2017-2019, peak-to-trough spot prices of London Metal Exchange-grade zinc and lead decreased 39% and 34% respectively.

As the first table below shows, Coeur’s and its peers’⁽¹⁾ stock prices generally moved in tandem with gold and silver metals prices during this three-year period. Due to a variety of factors, Coeur’s stock price is more highly levered to changes in metals prices than our peers, which means that in times of rising metals prices, Coeur’s stock tends to outperform our peers (e.g., in the second half of 2019), while we tend to underperform peers in times of weakening metals prices (e.g., in the first half of 2019).

(1)	See “Peer Group” on page 47 for more information.

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Company Performance

During 2019, the Company focused on continuing to operate safely and responsibly, improving financial performance, reducing Total Debt, advancing key capital projects at our existing mines and continuing our success-based exploration program. Our performance against these goals is highlighted below.

Strong performance at our gold operations, partially offset by operational challenges at two operations and difficult market conditions for zinc and lead, resulted in improved financial results YOY. Positive environmental, health, and safety results.

►

Continued Positive Environmental, Health and Safety Results – Throughout 2019, Coeur demonstrated its commitment to Pursue a Higher Standard by continuing to protect its people, places and planet and supporting long-running ESG initiatives with more robust and consistent data and information gathering so that we can better track progress and measure results. The Company’s lost-time injury frequency rate and total reportable injury frequency rate declined by 9% and 11%, respectively, year-over-year. Coeur also reduced its number of significant spills by 73% in 2019. We invested significant time in volunteer work in our communities along with meaningful financial support. For 2020, we also increased the portion of AIP corporate goals linked to ESG factors from 15% to 20%, further demonstrating our commitment to ESG initiatives and their importance to our overall strategy. See “Responsibility” on page 23 for more information about our ESG initiatives.

►

Solid Improvement in Annual Financial Results – Revenue, operating cash flow and adjusted EBITDA increased 14%, 357% and 11%, respectively, in 2019. The year-over-year improvement in financial results reflected solid performance from the Company’s primary gold operations as well as higher precious metals prices during the year. During the final three quarters of 2019, the Company generated $107.7 million of OCF and $35.4 million of FCF, and quarterly companywide FCF increased for three consecutive quarters to end the year.

►

Success from 2019 Exploration Campaign Delivers Mineralization Growth – The Company focused its exploration efforts primarily on expansion drilling in 2019. Measured and indicated mineralized material increased across all metals. Proven and probable silver reserves also increased, while zinc and lead reserves were consistent year-over-year⁽¹⁾.

►	Strong Performance at Primary Gold Operations

○

At the Palmarejo complex in northern Mexico, production at the new La Nación underground mine successfully ramped-up, averaging approximately 700 tons per day (“tpd”) during the fourth quarter, which was well in excess of the 400 tpd target. Lower overall 2019 production attributable to lower average grades was offset by higher gold and silver prices, which drove a 3% increase in metal sales, cost performance within 2019 guidance ranges and FCF of $66.5 million.

○

Kensington delivered $72.0 million in OCF and $48.5 million in FCF reflecting a 21% year-over-year increase in gold production driven by the first full year of production from the high-grade Jualin deposit, and adjusted costs were under the low end of the 2019 guidance range and 13% lower than 2018.

○	At Wharf, gold production was 10% higher year-over-year and adjusted CAS was within the 2019 guidance range, leading to $39.3 million in OCF and $37.1 million in FCF.

►

Three Consecutive Quarters of Increasing, Positive Free Cash Flow – Coeur generated $18.4 million of FCF during the fourth quarter of 2019, representing a 63% increase compared to the prior period. The third consecutive quarter of increasing, positive FCF was primarily driven by strong performance from the Palmarejo, Kensington and Wharf operations.

►	Significant Reduction in Total Indebtedness – The Company reduced Total Debt by $163.3 million during 2019, a 36% reduction compared to the end of 2018, reflecting the results of focused deleveraging initiatives and improved financial performance throughout 2019.

►	Continued Execution of Key Capital Projects

○

A new crushing circuit was commissioned at Rochester, incorporating a high-pressure grinding roll (“HPGR”) crusher. Initial results from the HPGR unit have been encouraging, with an isolated 194,000-ton section of the Stage IV leach pad exhibiting a 60-day silver recovery rate significantly better than recoveries from traditionally-crushed material.

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○

We completed preliminary steps related to the Plan of Operations Amendment 11 (“POA 11”) expansion project at Rochester and expect to receive the Record of Decision from the Bureau of Land Management in the first half of 2020. The Company is completing engineering, procurement and construction planning and expects to request formal approval from the Board to advance the project in mid-2020.

○	Palmarejo commissioned a new thickener during the third quarter which immediately began delivering positive results for the operation by improving metallurgical recoveries. The project is anticipated to have a one-year payback.

►

Rochester Results Fell Short of Guidance – Silver and gold production at Rochester were 24% and 46% lower, respectively, year-over-year, resulting from downtime related to the commissioning of the new crushing circuit, including delays arising from the failure of a secondary crusher which had to be replaced with a smaller unit, which drove lower-than-expected throughput during the second half of the year.

►

Temporary Suspension of Mining and Processing Activities at Silvertip – In the first quarter of 2020, the Company made the decision to temporarily suspend mining and processing activities at Silvertip, which accounted for 6% of revenue in 2019, as a result of the further deterioration in zinc and lead market conditions as well as ongoing operating challenges primarily related to the processing facility. The Company plans to (i) significantly increase its exploration investment in 2020 to potentially further expand the resource and extend the mine life, and (ii) pursue a potential mill expansion to better position the asset for long-term success. During 2019, silver, lead and zinc production at Silvertip fell below the 2019 guidance range.

►

Continued Proactive Refreshment of the Board of Directors – The Board added Brian E. Sandoval, former Governor of Nevada, in early 2019, the third new director added in the past two years. Each of our three new directors is highly-qualified, has highly-relevant experience and increase the overall diversity of the Board, including valuable experience in Mexico and Nevada (Messrs. Luna and Sandoval, respectively), where Palmarejo and Rochester, our two largest mines by revenue, are located, and British Columbia, Canada (Ms. McDonald), where the Silvertip mine, our newest mine and first operation in Canada, is located.

(1)	Year-end 2019 reserves and mineralized material as published by Coeur on February 19, 2020.

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Alignment of 2019 Compensation

As highlighted below, the results of our executive compensation programs for 2019 and the three-year period ended December 31, 2019 were aligned with our operational and financial performance and stockholder returns.

Despite strong performance from gold operations, underperformance at Silvertip and Rochester drove below-target overall operating and financial performance resulting in a 67% corporate AIP score and 28% payout for PSUs

	2019 Performance	2019 Compensation Result
Actual Pay Compared to Target	► Despite strong performance from our gold operations, underperformance at Silvertip and Rochester drove below-target overall operating and financial performance	► Three-year PSUs paid out at 28% of target ► Corporate AIP score of 67% of target
LTIP – Performance Shares	► Below-target overall performance	► 28% overall payout of 2017 PSU award:
	► Three-year TSR performance in the 22^nd percentile of peers	► Zero payout of PSUs linked to three-year relative TSR (50% weighting)
	► Three-year OCF per share growth below threshold driven primarily by below-target production at Rochester and Silvertip and weak zinc and lead markets impacting Silvertip revenue	► Zero payout of PSUs linked to three- year OCF per share (25% weighting)
	► 2.5% increase in reserves and measured and indicated mineralized material per share from continuing operations during the 2017-2019 performance period	► 113% payout of PSUs linked to growth of reserves and measured and indicated mineralized material per share from continuing operations (25% weighting)
LTIP – Restricted Shares	► 81% one-year stock price increase in 2019	► Value of unvested restricted shares issued to executives in early 2019 increased 57% as of December 31, 2019
AIP	► Below-target overall operating and financial results ► Below target silver equivalent production⁽¹⁾, silver equivalent CAS⁽¹⁾ per ounce and adjusted EBITDA driven primarily by operational challenges at Silvertip and challenges related to commissioning of the new crusher circuit at Rochester ► Solid gold production and CAS per ounce ► Above target performance for reduction in significant spills and employee and contractor safety incident rate	► 67% overall payout of portion of AIP tied to strategic corporate annual objectives ► Zero payout for silver equivalent production and CAS per ounce⁽¹⁾ and 53% payout for adjusted EBITDA ► Payout of 93% and 90% of target for metrics tied to gold production and gold CAS, respectively ► 157% payout for metrics tied to safety and environmental performance
AIP

(1)	Silver equivalent production and CAS includes zinc and lead as silver equivalents with silver equivalency based on average spot prices for the year ended December 31, 2019. See “Appendix A--Certain Additional Information” for average applicable spot prices and corresponding ratios.

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Our Executive Compensation Program

Our CLD Committee continues to drive strong pay-for-performance alignment in our executive compensation program and ties a substantial portion of executive compensation to the achievement of annual and long-term strategic objectives. As described below, we seek to continuously refine and improve our executive compensation program and practices to ensure consistency with this philosophy.

Our Executive Compensation Practices

►

Pay for performance with strong alignment of realized pay to TSR

►

No hedging Coeur stock

►

No pledging Coeur stock

►

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

►

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

►

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

►

No holding Coeur stock in margin accounts

►

No employment contracts for NEOs other
than CEO

►

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

►

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

►

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

►

Majority of compensation “at-risk”

►

Independent compensation consultant

►

Modest perquisites

►

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

►

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

►

Clawback policy covering both financial restatements and misconduct

►

Annual stockholder “say on pay” vote

►

100% of CEO AIP based on Company goals

Executive Compensation Program Philosophy

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

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

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

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

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

Compensation structures across the Company are designed to promote success at our operations and create long-term value for our stockholders while taking into consideration the varying roles of our employees. Site leadership and certain members of the corporate management team receive restricted shares under LTIP that vest over a three-year period, promoting alignment with long-term stockholder value. All employees participate in our AIP or a similar cash incentive program with operational metrics designed to promote the success of our business and which vary based on the role of the employee:

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

►

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

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

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

2019 Direct Compensation Elements

Base salary

►

Provide a fixed base pay for performance of core job responsibilities

►

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

►

Attract and retain highly skilled individuals

AIP

►

Performance-based and “at risk”

►

Cash payments based on Company and individual performance, with a high percentage weighted on Company performance (100% in the case of the CEO). Individual performance component capped below 100% if one-year TSR is negative

►

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

LTIP

►

Performance-based and “at risk”

►

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

►

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

►

Restricted stock vests ratably over three years

►

Performance shares cliff-vest after a three-year performance period, based on growth in reserves and mineralized material and growth in operating cash flow from continuing operations per share

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A substantial majority of the components of the 2019 executive compensation program are variable and “at risk” demonstrating our strong pay-for-performance alignment.

Base Salary

•

19%

26%

Fixed

Annual Incentive Plan

•

24%

21%

Variable
and “at
risk”

Restricted Stock

•

23%

21%

Internal Metric-Based PSUs

•

34%

32%

The variable components of our 2019 executive compensation program are also aligned with our strategic objectives and purpose statement.

PROTECT	We are focused on safeguarding the safety and health of our employees and protecting the environments where we operate. Our AIP rewards outstanding health, safety and environmental performance to reflect this commitment.	TRIFR % Reduction	AIP 15%
		% Reduction in Significant Spills
DEVELOP	We endeavor to develop quality resources, grow and enhance our assets, pursue new opportunities, develop and grow our people, and build a solid technical foundation. Our LTIP award structure drives performance against these goals by tying a portion of our performance shares to increases in our reserves and other mineralized material, whether at our existing operations or through the acquisition of new properties and assets. Our AIP encourages development of our executives and employees by rewarding exemplary individual performance and growth.	Three-Year Growth in Reserves and Measured & Indicated Mineralized Material from Continuing Operations	PSUs⁽¹⁾ 50%
		Individual Component of AIP Except the CEO	Varies by NEO
DELIVER	We strive to deliver impactful results through teamwork and act with integrity. Both our AIP and LTIP reward achievement of operational and financial objectives and creation of long-term stockholder value, tying payouts to achieving production and adjusted EBITDA targets, reducing costs, and increasing OCF per share, while our clawback policy holds our executives accountable to act with integrity and in accordance with applicable laws in achieving the goals linked to our compensation programs.	Costs Applicable to Sales & Adjusted EBITDA	AIP 60%
		Three-Year Growth in OCF from Continuing Operations/Share	PSUs⁽¹⁾ 50%
		Production	AIP 25%

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

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2019 Total Direct Compensation Targets

	Fixed Compensation	Variable Compensation
Named Executive Officer	Base Salary	Long-Term Equity Incentives	Annual Incentives	Total Variable
Mitchell J. Krebs, President, Chief Executive Officer & Director	$675,000	$2,025,000	$843,750	$2,868,750
Thomas S. Whelan, Senior Vice President & Chief Financial Officer	$330,000	$742,500	$247,500	$990,000
Casey M. Nault, Senior Vice President, General Counsel & Secretary	$375,000	$843,750	$375,000	$1,218,750
Hans J. Rasmussen, Senior Vice President, Exploration	$300,000	$570,000	$225,000	$795,000
Emilie C. Schouten, Senior Vice President, Human Resources	$300,000	$570,000	$225,000	$795,000

Results of 2019 Stockholder Advisory Vote on Executive Compensation

At our 2019 Annual Meeting, we received support from over 95% of votes cast on the Company’s “say-on-pay” proposal, the third straight year in which we received at least 95% support for the “say-on-pay” proposal. We believe this high level of support reflects an understanding by our stockholders of how our executive compensation practices are aligned with creation of long-term stockholder value, and the changes that our CLD Committee has made to our executive compensation practices in recent years in response to stockholder feedback. Our CLD Committee took the 2019 "say-on-pay" proposal result into account in making subsequent decisions about our executive compensation programs as described in further detail below.

Select Compensation Program Changes for 2019 and 2020

In 2019, the Company changed the methodology for the three-year growth in reserves and mineralized material metric in the LTIP program by measuring growth on a gross basis rather than on a per share basis beginning with the 2019-2021 performance period. The metric will also be measured using the following weightings reflecting varying levels of confidence for each category: proven and probable reserves (100%); measured and indicated mineralized material (75%); and inferred mineralized material (50%). For 2020, we continued to refine and improve our executive compensation program and practices, some of which are summarized below.

	2019	2020
AIP	► Safety and environmental metrics comprise 15% of total corporate AIP	► Safety and environmental increased to 20% of total corporate AIP, reflecting the Company’s commitment to ESG and alignment with long-term stockholder value
LTIP	► Performance share opportunity comprised of two internal measures tied to growth in OCF/share (50%) and reserves and mineralized material (50%).	► OCF/share metric replaced by: ► a return on invested capital metric, which will measure management’s ability to deploy capital in a responsible and effective manner to drive long-term stockholder value ► project-based measures tied to the achievement of objective milestones for strategically critical long-term projects of the POA 11 expansion at Rochester and the planned expansion at Silvertip

Competitive Market Assessment

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

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Peer Group

The CLD Committee establishes peer groups to help make executive pay decisions and to measure TSR against our competitors. Our peer group for 2019 is listed below and consisted solely of precious metals and mining companies with revenues generally between 0.3 and 3.0 times our revenues which are predominately headquartered in North America.

2019 Peer Company	Revenue⁽¹⁾ ($ millions)	Market Cap⁽¹⁾ ($ millions)	Corporate Headquarters
Agnico-Eagle Mines Ltd.	2,191	9,448	Canada
Alamos Gold Inc.	652	1,921	Canada
B2Gold Corp.	1,225	3,970	Canada
Centerra Gold	1,129	1,711	Canada
Detour Gold Corporation	776	2,021	Canada
Eldorado Gold Corporation	459	633	Canada
First Majestic Silver Corp.	301	1,555	Canada
Hecla Mining Co.	567	1,133	United States
Hochschild Mining	704	794	United Kingdom
IAMGOLD Corporation	1,111	2,343	Canada
New Gold Inc.	605	608	Canada
OceanaGold Corporation	773	3,080	Australia
Pan American Silver Corp.	784	3,056	Canada
Royal Gold Inc.	426	5,611	United States
SSR Mining Inc.	421	1,984	Canada
Tahoe Resources Inc.⁽²⁾	N/A	N/A	United States
Yamana Gold Inc.	1,799	3,047	Canada
Median:	738	2,003

				Revenue⁽¹⁾ ($ millions)			Market Cap⁽¹⁾ ($ millions)			Corporate Headquarters
	Coeur Mining, Inc.			$625.9			1,943			United States

(1)	Revenues are for the 2018 fiscal year. Market cap is calculated as of December 31, 2018 based on the outstanding shares for each peer publicly disclosed as of the date of calculation.

(2)	Acquired in early 2019 by Pan American Silver Corp.

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2019 Executive Compensation – Actual Pay Compared to Target

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

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

Target Value. The three-year target value for performance and “at-risk” elements is equal to (1) the 2017-2019 target annual incentive, plus (2) the grant date value of PSUs for the 2017-2019 performance period, plus (3) restricted stock granted in 2017, 2018 and 2019. This is shown in the bar chart below. The CEO’s target value of compensation for “at-risk” and performance-based elements was $6,020,252 for the 2017-2019 performance period.

Actual Value. The three-year actual value is equal to (1) the 2017-2019 actual annual incentive earned, plus (2) the value of the PSUs for the 2017-2019 performance period that paid out in early 2020, valued as of December 31, 2019, the last date of the performance period, plus (3) the value of restricted stock granted in 2017, 2018 and 2019, valued as of December 31, 2019, including shares not yet vested. The CEO’s actual value of compensation from performance-based and “at-risk” elements was $4,878,886, 19% lower than the target value. The chart does not include base salary since it is not variable, “at-risk” or performance based.

Alignment with Performance – As noted, during the three-year 2017-2019 period, our CEO received 19% less than target for performance-based and “at-risk” elements of our compensation program. During this same period, our stock price decreased by 11%. We believe this demonstrates alignment of pay and performance.

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2019 Executive Compensation Results

2019 NEO Performance & Compensation

Base Salary

NEO base salaries largely
unchanged in 2019

The CLD Committee approved the following base salaries for 2019. Ms. Schouten received a salary increase tied to growth in her role.

Named Executive Officer	2019 Base Salary	2018 Base Salary	Percentage Increase
Mitchell J. Krebs, President, Chief Executive Officer & Director	$675,000	$675,000	0%
Thomas S. Whelan, Senior Vice President & Chief Financial Officer	$330,000	N/A⁽¹⁾	N/A
Casey M. Nault, Senior Vice President, General Counsel & Secretary	$375,000	$375,000	0%
Hans J. Rasmussen, Senior Vice President, Exploration	$300,000	$300,000	0%
Emilie C. Schouten, Senior Vice President, Human Resources	$300,000	$275,000	9%

(1)	Mr. Whelan became a NEO on January 1, 2019.

Annual Incentive Plan

2019 AIP: Target Levels Commensurate
with Market and Experience in Role

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

AIP Target Opportunities

Under our AIP, each executive has a target award opportunity expressed as a percentage of base salary established at the beginning of each year. 2019 target award opportunities were determined based on desired market positioning, the individual executive’s role, scope of responsibility and ability to impact our performance.

Named Executive Officer	Target AIP Opportunity (% of Salary)		Reason for YOY Change
Named Executive Officer	2019	2018	Reason for YOY Change
Mitchell J. Krebs	125%	125%	N/A
Thomas S. Whelan	75%	N/A	N/A
Casey M. Nault	100%	75%	Expanded scope of responsibilities, including oversight of ESG initiatives and government relations
Hans J. Rasmussen	75%	60%	More closely align with other executive officers
Emilie C. Schouten	75%	60%	More closely align with other executive officers

Actual awards can range from 0% to 200% of the target award, based on our Company performance relative to corporate AIP objectives and each individual executive (other than the CEO) relative to individual goals. The CEO’s AIP opportunity is based 100% on corporate objectives. Individual performance for NEOs is capped below 100% in any year that Company TSR is negative.

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2019 Company AIP Performance Measures and Weights

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

The 2019 AIP corporate performance measures complement the measures used for performance share awards in driving achievement of multi-year strategic initiatives directly aligned to the creation of long-term stockholder value. The CLD Committee selected the 2019 AIP metrics shown below based on the following considerations and objectives:

►	Align with our business objectives and strategic priorities;

►	Transparency to investors and executives;

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

►	Balance financial and operational performance; and

►	Reflect our commitment to safe and environmentally responsible operations.

Silver Equivalent Production (ounces)⁽²⁾

10%

≥85% of Target

19.3M

≥107.5% of Target

Gold Production (ounces)⁽²⁾

15%

≥92.5% of Target

363.2K

≥105% of Target

Silver Equivalent CAS per ounce⁽³⁾

15%

≤110% of Target

$12.10

≤90% of Target

Gold CAS per ounce⁽³⁾

15%

≤110% of Target

$861

≤90% of Target

Adjusted EBITDA⁽⁴⁾

30%

≥85% of Target

$204.3M

≥110% of Target

Safety & Environmental Performance

Reduction in Companywide TRIFR⁽⁵⁾

7.5%

Maintain 2018 performance

10% reduction from 2018

≥20% reduction from 2018

Decrease in Significant Spills⁽⁶⁾

7.5%

Maintain significant spills at 2018 level

10% reduction from 2018 level

≥20% reduction from 2018 level

(1)	Payouts for each measure are 50% for “Minimum”, 100% for “Target” and 200% for “Maximum”. Payouts are interpolated for performance between minimum and maximum.

(2)

Silver equivalent production and gold production are split pro rata based on an assumed silver equivalent/gold revenue split in Coeur’s 2019 budget. The actual weightings on that basis were 10% for silver equivalent production and 15% for gold production. Silver equivalent production includes zinc and lead production as silver equivalents based on an assumed silver-to-zinc and -lead ratio of 0.05:1 and 0.04:1.

(3)

Our CAS per silver equivalent ounce and gold ounce metrics each measure performance against a target based on the Board-approved budget set at the beginning of the year. In setting the goal and evaluating performance against it, items that arise during the year that were not contemplated by the budget, including variances between the actual realized metals prices and budget prices, whether having a positive or negative impact, are not factored into the calculation in order to ensure a consistent assessment of performance against budget. Silver equivalent CAS includes zinc and lead as silver equivalents. Please see “Appendix A – Certain Additional Information” for reconciliations of GAAP to non-GAAP financial measures included in this section.

(4)

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

(5)

TRIFR performance is measured for employees and contractors working at the Company’s sites. Payout subject to +/- 25% adjustment for performance in the top or bottom quartile, respectively, of the top 10 metals mining companies using a database maintained by the Mine Safety and Health Administration.

(6)	“Significant Spills” means spills or releases exceeding certain volumetric thresholds that have been standardized across our operating sites to hold all sites accountable to a strict standard regardless of local jurisdiction standards.

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Individual AIP Objectives

In addition to Company metrics, specific individual objectives are developed for each executive other than the CEO at the beginning of the year. 2019 AIP award percentages based on individual performance were 20% for Messrs. Whelan and Nault, 70% for Mr. Rasmussen, reflecting an emphasis on specific exploration-related goals, and 30% for Ms. Schouten, reflecting emphasis on specific succession planning, talent development and other human resources goals. The specific objectives for each executive support our strategic objectives, reflect each executive’s individual responsibilities, and can be grouped into the following broad categories:

►	Major project and operational execution, including strategic transformation

►	Mitigation of risk

►	Enhancement of each executive’s responsibilities

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

►	A commitment to the talent development and retention of our employees

►	Continued personal development and adherence to Company culture and behavior

Many of the individual objectives established for the executives can be reviewed against objective and quantifiable Company results, in particular, those described under “Company Performance” beginning on page 40 of this Compensation Discussion and Analysis, which helps to ensure executive accountability for Company performance. Other objectives, however, are subjective by nature, which requires discretion and judgment by the CLD Committee to assess performance.

2019 AIP Corporate Objectives

Aggregate payout at 67% of target driven by lower-than-expected production at Silvertip and Rochester which offset strong gold production, costs and safety and environmental performance

Metric	2019 Target	2019 Performance	Performance (% of target)	Payout (% of target)	Weight	Weighted Payout (% of target)
Silver Equivalent⁽¹⁾ Production (ounces)	19.3M	13.9M	72%	0%	10%	0%
Gold Production (ounces)	363,175	359,419	99%	93%	15%	14%
Silver Equivalent⁽¹⁾ CAS per ounce	$12.10	$16.69	138%	0%	15%	0%
Gold CAS per ounce	$861	$878	102%	90%	15%	14%
Adjusted EBITDA	$204.3M	$175.2M	86%	53%	30%	16%
Reduction in company-wide TRIFR	10% reduction from 2018	11% reduction	110%	115%	7.5%	9%
Decrease in Significant Spills	10% reduction from 2018	73% reduction	730%	200%	7.5%	15%
Total⁽²⁾						67%

(1)	Includes zinc and lead as silver equivalent.

(2)	Total is less than sum of individual measures due to rounding.

2019 AIP Individual Performance and Payouts

As noted above, the CEO’s AIP is based entirely on corporate performance. Individual performance for other NEO’s ranged from 90%-125% of target as shown in the table below.

For 2019, based on Company and individual NEO performance achievement as a percentage of target and the performance weights described above, the CLD Committee approved the following annual incentive payments to the NEOs. 2019 AIP payouts were higher YOY for the four NEOs who received an AIP payment in 2018 due primarily to individual performance achievements in 2018 being capped below 100% because 2018 one-year TSR was negative, as well as higher achievement of corporate objectives in 2019 (67% compared to 57% of target), a higher AIP target for Mr. Nault, Mr. Rasmussen and Ms. Schouten, and a salary increase for Ms. Schouten.

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Named Executive Officer	2019 Base Salary	2019 Target AIP %	Company % Weighting	Individual % Weighting	2019 Individual % Amount*	2019 AIP Payout	% Change from 2018
Mitchell J. Krebs, President & Chief Executive Officer	$675,000	125%	100%	0%	N/A	$565,313	+17.5%
Thomas S. Whelan, Senior Vice President & Chief Financial Officer	$330,000	75%	80%	20%	110%	$187,110	N/A%
Casey M. Nault, Senior Vice President, General Counsel & Secretary	$375,000	100%	80%	20%	125%	$294,750	+62.2%
Hans J. Rasmussen, Senior Vice President, Exploration	$300,000	75%	30%	70%	90%	$186,975	+30.0%
Emilie C. Schouten, Senior Vice President, Human Resources	$300,000	75%	70%	30%	110%	$179,775	+63.0%

Long-Term Equity Incentive Awards

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

2019 Grants of Long-Term Incentive Compensation

Consistent with prior years, in 2019 executive awards were composed of 60% performance shares and 40% restricted stock. The CLD Committee believes that this mix provides alignment with stockholder interests and balances incentive and retention needs, while minimizing share dilution.

Target long-term incentive award values for each executive in 2019 were determined based on desired market positioning, the individual executive’s role, scope of responsibility and ability to impact overall Company performance.

Mitchell J. Krebs

300%

$2,025,000

None

N/A

Thomas S. Whelan

N/A

225%

$742,500

None

N/A

Casey M. Nault

225%

$843,750

None

N/A

Hans J. Rasmussen

190%

$570,000

None

N/A

Emilie C. Schouten

110%

190%

$570,000

+80%

Growth in role

The number of shares of restricted stock and performance shares granted in 2019 was determined by dividing the total grant value by the closing market price per share of our common stock on the New York Stock Exchange on the trading day after the CLD Committee approved the awards.

2019 Restricted Stock Grant

In 2019, restricted stock represented 40% of the target long-term equity incentive award value granted to NEOs. Restricted stock aligns executives’ interests with those of stockholders via actual share ownership, and vesting requirements promote retention and continuity in our senior leadership team. Restricted stock also provides value to the executives even with a declining share price, which may occur due to general market or industry-specific forces that are

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beyond the control of the executives (for example, a drop in the market prices of gold and silver). Holders of restricted stock may, if the CLD Committee so determines, receive dividends, if any, and exercise voting rights on their restricted stock during the period of restriction. Restricted stock grants generally vest ratably over three years beginning on the first anniversary of the grant.

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

2019 Performance Share Grants

In 2019, performance shares represented 60% of the target long-term equity incentive award value. To the extent earned based on achievement of performance goals, awards are generally settled in Coeur stock. 100% of the performance share opportunity granted in 2019 was tied to Company achievement of two internal goals that drive creation of long-term stockholder value. Performance against these goals is measured over a three-year performance period ending December 31, 2021.

►	Three-Year Growth in Reserves and Mineralized Material – 50% of 2019 Performance Share Opportunity

Growth in reserves and mineralized material is critical to ensure that we replace ounces mined each year and grow resources to extend mine lives, which we believe will drive stockholder value. Reserves and measured and indicated mineralized material may also decline due to falling metals prices, as previously economic grades are rendered uneconomic. This further aligns performance with stockholders. Reflecting different levels of confidence based on category of reserve or resources, growth in reserves and mineralized material is measured on a gross basis, weighted as follows to reflect varying levels of confidence for each category:

►	proven and probable reserves - 100%

►	measured and indicated mineralized material - 75%

►	inferred mineralized material - 50%.

Reserves and mineralized material is calculated on an AgEqOz basis with equivalence to be determined based on assumed prices for gold, silver, lead and zinc on December 31, 2018 and December 31, 2021 to calculate reserves and mineralized material. Targets will automatically adjust to exclude any discontinued operations or other sold assets during the measurement period. In addition, if the Company completes any single acquisition that results in an increase to Companywide proven and probable reserves, measured and indicated mineralized material and inferred mineralized material by more than 30% calculated using the weightings described above, the CLD Committee shall have the discretion to make an adjustment to the payout as it deems appropriate which may take the form of an increase in the performance target and/or a reduction in the payout to reflect the impact of such an acquisition.

These performance shares will pay out at target for meeting expectations, maximum for exceeding expectations by 60% or more, and at threshold for performance at 70% of target. The CLD Committee has discretion to reduce payout in the event of a single acquisition that increases reserves and mineralized material by more than 30% using the weightings discussed above.

►	Three-Year Growth in Operating Cash Flow Per Share – 50% of 2019 Performance Share Opportunity

OCF per share is not adjusted for changes in gold and silver prices, aligning executives with stockholders over a longer-term period when executives are expected to adapt and adjust strategy to provide value during strong and weak metal price environments. OCF is critical to focus management on internal growth, cost control, and accretive external growth opportunities, which subsequently should tie directly to creation of stockholder value. This metric is measured on a per share basis to account for dilution, and these performance shares will pay out at target for meeting expectations, maximum for exceeding expectations by 15% or more, and at threshold for performance at 85% of target.

If at any time during the three-year measurement period the Company determines, for financial reporting purposes, that it has a discontinued operation or otherwise sells assets, the performance share calculations will exclude those discontinued operations or other sold assets for the entire measurement period. The CLD Committee determined to apply

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this approach to the outstanding performance share awards for the periods ending 2018, 2019 and 2020 following the Board-approved strategic shift to a North American portfolio of assets in order to reduce geopolitical risk, which led to the sales of the Company’s operation in Bolivia and exploration properties in Argentina, and certain other assets. The CLD Committee determined that applying this approach was consistent with the incentive goals of the performance share program.

The OCF metric is determined using the weighted average number of shares of common stock of the Company outstanding for the full year in 2018 and 2021. Shares of common stock issued in connection with a financing transaction for the purpose of raising capital will be excluded from the calculation of outstanding shares.

TSR Modifier

Awards paid out for achievement of one or both of the above performance share metrics for the 2019-2021 performance period will be subject to a TSR modifier which will adjust the payout +/-25% for TSR performance in the top or bottom quartile, respectively, of our peer group. By including TSR as a modifier instead of a primary metric, the CLD Committee has sought to increase NEO focus on the drivers of TSR. However, the inclusion of TSR as a modifier maintains alignment with stockholders by ensuring top and bottom quartile results materially impact payout.

The following illustrates the design and structure of the internal metric-based performance share grants:

►	Three-Year Change in Reserves and Mineralized Material for 2019 Grant (2019-2021 Performance Period)

Performance Target

30%
Decrease

20%
Decrease

10%
Decrease

Target (AgEqOz)

15%
Increase

30%
Increase

45%
Increase

60%+
Increase

Target

623M

712M

801M

889M

1,023M

1,157M

1,290M

1,423M

►	Three-Year Change in Operating Cash Flow (OCF) Per Share for 2019 Grant (2019-2021 Performance Period)

Payout Target	25%	50%	75%	100%	125%	150%	200%
Performance Target	15% Decrease	10% Decrease	5% Decrease	Target	5% Increase	10% Increase	15%+ Increase
Target (OCF per share)	$0.09	$0.10	$0.11	$0.11	$0.12	$0.12	$0.13

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Payouts for 2017-2019 Performance Shares

Overall Result: Payout at 28% of target driven by bottom quartile 3-year relative TSR performance among peers, below threshold OCF per share performance and a 2.5% increase in reserves and mineralized material per share

The tables below illustrate our performance for the share award opportunity covering the 2017-2019 performance period.

► Three-Year Relative TSR Performance
(2017-2019 Performance Period)

Result: Zero payout due to three-year relative TSR in the 22^nd percentile of peer group

Performance Level	2017-2019 Actual TSR (Annualized)	Shares Earned at Performance Level (% of Target)
Maximum (75th percentile)	13.3%	150%
Target (50th percentile)	1.9%	100%
Minimum (25th percentile)	-12.6%	25%
Coeur	-15.7%	0%

► Three-Year Change in Operating Cash Flow Per Share (2017-2019 Performance Period)

Result: Zero payout for OCF per share component driven by below-target 2019 OCF performance and an increase in shares outstanding during the performance period

Payout Target	0%	25%	50%	75%	100%	125%	150%	200%
Performance Target	>15% Decrease	15% Decrease	10% Decrease	5% Decrease	Target	5% Increase	10% Increase	15%+ Increase
Target (OCF per share)⁽¹⁾	<$0.53	$0.53	$0.56	$0.59	$0.62	$0.65	$0.68	$0.71
Coeur	$0.42 (32.3% Decrease)

(1)	Based on average shares of common stock outstanding during 2016. See calculations of target ratio in table below

In millions except per share data	2016	2019
Operating Cash Flow	$99.3	$91.9
Average Shares Outstanding	159.8	218.8
Operating Cash Flow per Share	$0.62	$0.42
% Increase/(Decrease)		-32.3%

As a result, no performance shares were awarded to applicable NEOs under this performance share metric in the first quarter of 2020 for the 2017-2019 performance period.

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► Three-Year Change in Reserves and Measured and Indicated Mineralized Material Per Share (2017-2019 Performance Period)

Result: Payout at 113% due to 2.5% increase in the metric over the three-year performance period. Growth in reserves and measured and indicated mineralized material during the performance period was partially offset by an increase in shares outstanding over the performance period

Payout Target	0%	25%	50%	75%	100%	125%	150%	200%
Performance Target	>15% Decrease	15% Decrease	10% Decrease	5% Decrease	Target	5% Increase	10% Increase	15%+ Increase
Target (ounces per share)⁽¹⁾	<2.71	2.71	2.87	3.03	3.19	3.35	3.51	3.67
Coeur	3.27 (2.50% Increase)

(1)

Based on total proven and probable reserves and measured and indicated mineralized material, on an AgEqOz basis using assumed silver-to-gold, -lead and -zinc ratios of 60:1, 0.04:1 and 0.05:1, respectively, divided by shares of common stock outstanding as of December 31, 2016. See calculations of target ratio in table below.

In millions except per share data	2016	2019
Ounces of AgEq Reserves (60:1)	576.6	789.9
Shares Outstanding at Year-End	180.9	241.5
Ounces of AgEq Reserves + Measured and Indicated Mineralized Material per Share	3.19	3.27
% Increase/(Decrease)		2.50%

Named Executive Officer*	Target Performance Shares at Grant Date	Value at Target	# of Performance Shares Awarded	Value Realized at Award Date
Mitchell J. Krebs	26,482	$303,749	29,924	$188,521
Casey M. Nault	11,034	$126,560	12,468	$78,548
Hans J. Rasmussen	7,081	$81,219	8,002	$50,413
Emilie C. Schouten	3,308	$37,943	3,738	$23,549

*	Mr. Whelan became an NEO after the 2017 grant and did not have any awards for this period.

Timing of Long-Term Incentive Awards

The CLD Committee typically approves annual long-term incentive grants to our executives in the first quarter. Historically we have not coordinated the timing of equity awards with the release of material, non-public information; however, beginning in 2020 we have set the grant date to be following the release of year-end earnings so the value of the shares underlying awards reflects the most current operating and financial performance results.

Benefits and Perquisites

The primary purpose of providing benefits and limited perquisites to our executives is to provide a market-competitive total compensation package to attract and retain executive talent. The CLD Committee intends the type and value of benefits and perquisites offered to be market competitive. Details of the benefits and perquisites provided to our NEOs are disclosed in the “All Other Compensation” column of the 2019 Summary Compensation Table set forth in this proxy statement.

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

Executive Severance Policy; CEO Employment Agreement

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

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

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

Our equity awards provide for “double-trigger” accelerated vesting of equity awards in connection with a change-in-control, which requires a qualifying termination of employment in addition to a change-in-control. The accelerated vesting of equity awards is described in additional detail in the section titled “Potential Payments Upon Termination or Change-In-Control” as set forth in this proxy statement.

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Other Compensation Arrangements and Policies

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

Stock Ownership Guidelines

We have adopted minimum stock ownership guidelines for our executive officers and non-employee directors as shown in the table below:

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

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

Insider Trading and Hedging Policy

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

Clawback and Forfeiture Policy

Coeur has adopted a clawback and forfeiture policy providing for the recovery of incentive compensation in certain circumstances. Under the policy, if the Board determines that there has been a restatement due to material noncompliance with a financial reporting requirement, then the Board will seek recovery of all incentive payments that were made to executive officers, and all performance-based equity awards granted to executive officers that vested, in each case, on the basis of having met or exceeded performance targets in grants or awards made after December 18, 2012 during the fiscal year prior to the filing of the Current Report on Form 8-K announcing the restatement. If the payments or vesting would have been lower had they been calculated based on the restated results, and if the relevant executive officers are found personally responsible for the restatement, as determined by the Board. The policy also allows the CLD Committee (or the Board in the case of the CEO) to cancel or require the repayment, recoupment or recovery of incentive payments or equity awards granted to any officer of the Company in the event of misconduct by such officer, including fraud, embezzlement, conduct that causes the Company significant reputational or financial harm, breach of Company policies, including the Code of Business Conduct and Ethics and willful misconduct that results in a termination for cause.

Tax Deductibility of Compensation

The Internal Revenue Code generally imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’s applicable named executives. This limitation previously did not apply to compensation that met the tax code requirements for “qualifying performance-based” compensation. Historically, we designed annual cash incentive awards and long-term equity incentives in a manner intended to satisfy the requirements for deductible compensation (but we reserved the right to pay compensation that does not qualify as deductible). On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was enacted, which, among other things, repealed the “qualifying performance-based” compensation exception. Following enactment of this law, we generally expect that compensation paid to our applicable named executives in excess of $1 million will not be deductible, subject to an exception for compensation provided pursuant to a binding written contract in effect as of November 2, 2017.

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DIRECTOR COMPENSATION

For 2019, outside directors received an annual retainer of $180,000, of which half was paid in cash and half was paid in common stock. The Board maintains share ownership guidelines for directors, calling for directors to hold the equivalent of five times their annual base cash retainer in common stock. The Company pays additional retainers to the independent Board Chairman and to each committee Chair. Mr. Krebs, our CEO, does not receive any compensation for his service as a director. Director fees are pro-rated for directors who serve for partial years. We do not pay meeting fees. During the fourth quarter of 2019, the Board approved an increase in the annual retainer for the chair of the EHSCR Committee to $25,000 from $15,000 to account for an increase in time commitments and responsibilities, including oversight of the Company’s increased focus on ESG issues, and based on the advice of the CLD Committee’s independent compensation consultant related to market trends. All other components of director compensation amounts were unchanged from those in 2018.

Board and Committee Retainers in Effect as of December 31, 2019


	Annual Common Stock Retainer			$90,000
	Annual Cash Retainer			$90,000
	Independent Chairman Annual Retainer			$150,000
	Audit Committee Chair Annual Retainer			$25,000
	Compensation and Leadership Development Committee Chair Annual Retainer			$25,000
	Environmental, Health, Safety and Corporate Social Responsibility Committee Chair Annual Retainer			$25,000
	Nominating and Corporate Governance Committee Chair Annual Retainer			$10,000

The following table sets forth information regarding the compensation received by each of the Company’s outside directors during the year ended December 31, 2019. The compensation for Mr. Sandoval reflects his appointment to the Board on March 8, 2019.

Name	Fees Earned or Paid in Cash ($)^(a)	Stock Awards ($)^(b)	Total ($)^(c)
Robert E. Mellor	250,000	90,000	340,000
Linda L. Adamany	115,000	90,000	205,000
Sebastian Edwards	90,000	90,000	180,000
Randolph E. Gress	90,000	90,000	180,000
Eduardo Luna	90,000	90,000	180,000
Jessica McDonald	90,000	90,000	180,000
John H. Robinson	115,000	90,000	205,000
Brian E. Sandoval^(d)	97,020	74,500	171,520
J. Kenneth Thompson	110,000	90,000	200,000
Kevin S. Crutchfield^(e)	10,879	90,000	100,879

Explanatory Notes:

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

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

(c)	As of December 31, 2019, none of our outside directors held outstanding unvested or unexercised equity awards as all prior stock options have expired and director stock awards are now fully vested upon grant.

(d)

Due to the timing of his election to the Board in the first quarter of 2019, Mr. Sandoval received $97,020 instead of $90,000 in cash fees in respect of his service in 2019 as a result of a difference in the timing of payments to him as compared with the other directors, who received a portion of 2019 fees during the fourth quarter of 2018.

(e)	Mr. Crutchfield did not stand for reelection at the 2019 Annual Stockholders’ Meeting. His compensation reflects service through May 14, 2019.

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COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE REPORT

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

Compensation and Leadership Development Committee of the Board of Directors

JOHN H. ROBINSON, Chairman
SEBASTIAN EDWARDS
RANDOLPH E. GRESS
EDUARDO LUNA
ROBERT E. MELLOR

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Proposal No. 3: Advisory Resolution to Approve Executive Compensation

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

What am I voting for?

►	We are asking our stockholders to vote on an advisory resolution to approve the compensation paid to our executive officers for 2019

Our 2019 compensation program reflects our pay-for-performance philosophy. We continue to tie a significant portion of CEO and NEO compensation to both short and long-term Company performance objectives and executive compensation outcomes reflect this philosophy:

►

Solid operational performance at Palmarejo, Kensington and Wharf and improving gold and silver prices during the year led to an 81% one-year increase in Coeur’s stock price, but delayed implementation of the new crushing circuit at Rochester and continued operational challenges at Silvertip weighed on overall operational and financial results

►	AIP for the CEO and other NEOs for Company performance paid out well below target, in-line with operational challenges at Silvertip and Rochester and weaker-than-anticipated financial performance

►

Performance share payout to NEOs for the 2017-2019 period was also significantly below target, driven by zero payout for three-year relative TSR performance in the bottom quartile among peers, zero payout for the OCF per share performance metric due to lower operating cash flow in 2019 and an increase in outstanding common shares, and 113% payout for the reserves and measured and indicated mineralized material per share due to a 37% increase in reserves and measured and indicated mineralized material partially offset by an increase in outstanding common shares.

We urge stockholders to read the “Compensation Discussion and Analysis” beginning on page 37 of this proxy statement, which details how our executive compensation policies and procedures are designed to achieve our compensation objectives, as well as the 2019 Summary Compensation Table and other related compensation tables and narrative, beginning on page 62 of this proxy statement, which provide detailed information on the compensation of our NEOs.

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

RESOLVED, that the stockholders of Coeur Mining, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s Named Executive Officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s Annual Meeting. This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board. Although non-binding, the Board and the Compensation and Leadership Development Committee will review and consider the voting results when making future decisions regarding our executive compensation programs.

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2019 EXECUTIVE COMPENSATION INFORMATION

2019 Summary Compensation Table

Set forth below is information regarding compensation earned by or paid or awarded to our NEOs—the persons serving as our CEO, CFO and the other three most highly compensated executive officers during 2019. Other than in the cases of Mr. Whelan and Ms. Schouten, who became NEOs in 2019 and 2018, respectively, compensation information has been provided for each NEO for the years ended December 31, 2019, 2018 and 2017.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)^(a)	Option Awards ($)	Non-Equity Incentive Plan Compensation Earnings ($)^(b)	Change in Nonqualified Deferred Compensation Earnings ($)^(c)	All Other Compensation ($)^(d)	Total ($)
Mitchell J. Krebs President, Chief Executive Officer & Director	2019	675,000	0	2,147,770	0	565,313	0	89,552	3,477,635
	2018	675,000	0	1,945,126	0	480,938	0	100,422	3,201,486
	2017	675,000	0	2,036,646	0	904,500	0	106,463	3,722,609
Thomas S. Whelan Senior Vice President & Chief Financial Officer	2019	330,000	0	787,510	0	187,110	0	222,627	1,527,247
Casey M. Nault Senior Vice President, General Counsel & Secretary	2019	375,000	0	894,904	0	294,750	0	27,547	1,592,201
	2018	375,000	0	810,463	0	181,688	0	38,839	1,405,991
	2017	375,000	0	848,588	0	354,938	0	51,399	1,629,925
Hans Rasmussen Senior Vice President, Exploration	2019	300,000	0	604,550	0	186,975	0	29,481	1,121,006
	2018	300,000	0	547,512	0	144,180	0	29,352	1,021,044
	2017	285,000	0	544,615	0	159,600	0	42,425	1,031,640
Emilie C. Schouten Senior Vice President, Human Resources	2019	300,000	0	604,550	0	179,775		25,468	1,109,793
Emilie C. Schouten Senior Vice President, Human Resources	2018	275,000	0	290,561	0	110,385	0	27,973	703,919

Explanatory Notes:

(a)	Set forth below is the aggregate grant date fair value of stock awards, as calculated in accordance with FASB ASC 718, granted in 2019. The assumptions used to calculate the valuation of the awards are set forth in Note 15 to the Notes to Consolidated Financial Statements in Coeur’s Annual Report.

Named Executive Officer	Restricted share award⁽¹⁾ ($)	Performance share award⁽²⁾ ($)
Mr. Krebs	822,752	1,325,018
Mr. Whelan	301,674	485,836
Mr. Nault	342,815	552,089
Mr. Rasmussen	231,586	372,964
Ms. Schouten	231,586	372,964

(1)	The restricted share awards vest one-third on the first, second and third anniversaries, respectively, of the date of grant.

(2)

Performance share awards cliff-vest based on the attainment of performance goals over a three-year period. The actual value to the NEO of the performance share portions of the grant depends the extent to which certain performance criteria are met over the three-year period as explained in “Compensation Discussion and Analysis”. The grant date fair value of the 2019 performance shares at target is shown in the above table, while the value of these 2019 grants at the time of grant assuming the maximum level of performance was achieved is as follows: for Mr. Krebs $3,312,546; for Mr. Whelan $1,214,590; for Mr. Nault $1,380,222; for Mr. Rasmussen $932,410; and for Ms. Schouten $932,410.

(b)	Includes amounts paid under the AIP.

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

(d)

Includes all other compensation, including perquisites and amounts paid or accrued under termination arrangements. Mr. Krebs received a vehicle allowance of $21,699 during 2019. Mr. Krebs, Mr. Whelan, Mr. Nault, Mr. Rasmussen and Ms. Schouten received excess group term life insurance valued at $810, $1,242, $810, $2,322 and $540, respectively, for 2019. Mr. Krebs, Mr. Nault, Mr. Rasmussen and Ms. Schouten received executive disability insurance coverage whose premiums were $11,899, $2,264, $3,585 and $1,201, respectively, for 2019. The Company paid premiums of $5,680 for executive life insurance coverage for Mr. Krebs. Mr. Whelan, Mr. Nault, Mr. Rasmussen and Ms. Schouten received transit benefits valued at $2,205, $2,205, $450 and $1,804, respectively, for 2019. For 2019, each NEO received a company matching contribution to the Coeur Mining, Inc. Defined Contribution and 401(K) Plan of $11,200. For 2019, each of Mr. Krebs, Mr. Whelan, Mr. Nault, Mr. Rasmussen and Ms. Schouten received an additional contribution from the Company into the Deferred Compensation Plan in the amount of $35,038, $5,307, $11,068, $6,567 and $5,215, respectively, which represents 4% of their 2019 compensation in excess of their 2019 401(K) Retirement Plan limit. In addition, each of Mr. Krebs, Mr. Rasmussen and Ms. Schouten was provided with an executive physical in 2019 paid for by the Company in the amount of $6,701, $5,357 and $5,508, respectively. For 2019, the Company reimbursed Mr. Whelan for tax-adjusted relocation expenses, including tax gross-ups of $150,374, tax assistance in the amount of $36,830, expenses related to immigration services of $11,926 and tax planning services related to an international relocation in the amount of $5,748.

2019 Grants of Plan-Based Awards

The following table sets forth information regarding all plan awards that were made to the NEOs during 2019, including incentive plan awards (equity-based and non-equity based) and other plan-based awards. Disclosure on a separate line item is provided for each grant of an award made to a NEO during the year. The information supplements the dollar value disclosure of stock, option and nonstock awards in the 2019 Summary Compensation Table by providing additional details about the awards. Equity incentive-based awards are subject to a performance condition or a market condition as those terms are defined by FASB ASC 718. Non-equity incentive plan awards not subject to FASB ASC 718 and are intended to serve as an incentive for performance to occur over a specified period.

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)^(c)	Grant Date Fair Value of Stock and Options Award ($)^(d)
Named Executive Officer	Grant Date	Threshold ($)^(a)	Target ($)^(a)	Maximum ($)^(a)	Threshold (#)^(b)	Target (#)^(b)	Maximum (#)^(b)		Grant Date Fair Value of Stock and Options Award ($)^(d)
Mitchell J. Krebs		421,875	843,750	1,687,500
	2/5/2019				29,897	119,587	298,968		662,512
	2/5/2019				29,897	119,586	298,965		662,506
	2/5/2019							159,448	822,752
Thomas S. Whelan		123,750	247,500	495,000
	2/5/2019				10,962	43,848	109,620		242,918
	2/5/2019				10,962	43,848	109,620		242,918
	2/5/2019							58,464	301,674
Casey M. Nault		187,500	375,000	750,000
	2/5/2019				12,457	49,828	124,570		276,047
	2/5/2019				12,457	49,827	124,570		276,042
	2/5/2019							66,437	342,815
Hans Rasmussen		112,500	225,000	450,000
	2/5/2019				8,415	33,661	84,153		186,482
	2/5/2019				8,415	33,661	84,153		186,482
	2/5/2019							44,881	231,586
Emilie C. Schouten		103,125	206,250	412,500
	2/5/2019				8,415	33,661	84,153		186,482
	2/5/2019				8,415	33,661	84,153		186,482
	2/5/2019							44,881	231,586

Explanatory Notes:

(a)	The applicable range of estimated payouts under the AIP denominated in dollars (threshold, target, and maximum amount). Please refer to the discussion in “Compensation Discussion and Analysis — 2019 Executive Compensation Results — AIP”.

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(b)

The number of performance shares to be paid out or vested within the applicable range of estimated payouts (threshold at 25%, target at 100%, and maximum amount at 200%) as determined by the achievement of specific operational goals over a three-year period and satisfaction of time-based vesting conditions. Please refer to the discussion in “Compensation Discussion and Analysis — 2019 Executive Compensation Results — Long-Term Equity Incentive Awards”.

(c)	This column consists of the annual restricted share grants as described above in the “Compensation Discussion and Analysis — 2019 Executive Compensation Results — Long-Term Equity Incentive Awards”.

(d)	Fair Value of stock awards granted on the award date.

Narrative Disclosure to Summary
Compensation Table and Grants of Plan-Based Awards Table

Employment Agreements

Mitchell J. Krebs

On February 5, 2018, Coeur and Mitchell J. Krebs entered into an amended and restated employment agreement amending the terms of Mr. Krebs’s employment as President and Chief Executive Officer. Mr. Krebs’s amended employment agreement provides for an annual base salary subject to adjustment from time to time, plus annual incentive compensation. Mr. Krebs’s employment agreement includes severance and change-in-control provisions, the terms of which are described under “Potential Payments Upon Termination or Change in-Control — Severance and Change-in-Control Arrangement with Mr. Krebs.” The term of Mr. Krebs’s employment runs through June 30, 2020, at which time the term will automatically renew for an additional one-year period, ending June 30, 2021, unless terminated or modified by us by written notice, subject to the terms and conditions of the agreement.

Other NEOs

No executive other than Mr. Krebs has an employment agreement, and each is instead covered by our Executive Severance Policy described under “Termination of Employment/Severance and Change-in-Control Arrangements — Executive Severance Policy.”

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Outstanding Equity Awards at 2019 Year-End

The following table sets forth information on outstanding option and stock awards held by the NEOs on December 31, 2019, including the number of shares underlying both exercisable and unexercisable portions of each stock option as well as the exercise price and expiration date of each outstanding option.

	Option Awards				Stock Awards
Named Executive Officer	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable ^(a)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested (#)^(b)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)^(c)	Equity Incentive Plan Awards: Market or Payable Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)^(d)
Mitchell J. Krebs	13,167	0	$15.40	3/2/2020	251,255	$2,030,140	498,704	$4,029,528
	11,496	0	$27.45	1/3/2021
	22,631	0	$27.66	1/31/2022
	30,487	0	$23.90	1/22/2023

Thomas S. Whelan	0	0			58,464	$472,389	87,696	$708,584
Casey M. Nault	9,036	0	$19.01	5/7/2022	104,689	$845,887	207,792	$1,678,959
	9,171	0	$23.90	1/22/2023
Hans J. Rasmussen	5,598	0	$11.88	10/1/2023	70,391	$568,759	138,884	$1,122,183
Emilie C. Schouten	0	0			58,020	$468,802	103,501	$836,288

Explanatory Notes:

(a)	Options that expire March 2, 2020 through October 1, 2023 were fully vested as of December 31, 2019.

(b)	With respect to the number of restricted shares granted and unvested as of December 31, 2019:

►

For Mr. Krebs, a grant of 70,619 restricted shares that vests one-third annually beginning January 18, 2018, a grant of 102,402 restricted shares that vests one-third annually beginning February 5, 2019 and a grant of 159,448 restricted shares that vests one-third annually beginning February 5, 2020.

►	For Mr. Whelan, a grant of 58,464 of restricted shares that vests one-third annually beginning February 5, 2020.

►	For Mr. Nault, a grant of 29,424 restricted shares that vests one-third annually beginning January 18, 2018, a grant of 42,667 restricted shares that vests one-third annually beginning February 5, 2019 and a grant of 66,437 restricted shares that vests one-third annually beginning February 5, 2020.

►

For Mr. Rasmussen, a grant of 18,884 restricted shares that vests one-third annually beginning January 18, 2018, a grant of 28,824 restricted shares that vests one-third annually beginning February 5, 2019 and a grant of 44,881 restricted shares that vests one-third annually beginning February 5, 2020.

►

For Ms. Schouten, a grant of 8,823 restricted shares that vests one-third annually beginning January 18, 2018, a grant of 15,297 restricted shares that vests one-third annually beginning February 5, 2019 and a grant of 44,881 restricted shares that vests one-third annually beginning February 5, 2020.

(c)	The total number of performance shares and performance units that do not vest until the end of the three-year performance period, if at all. Performance shares and performance unit awards that were outstanding as of December 31, 2019 were granted January 18, 2017, May 9, 2018 and February 5, 2019.

(d)	The total fair market value at the end of the fiscal year based on the closing market price of Coeur’s common stock on the New York Stock Exchange on December 31, 2019, the final trading day of 2019, of $8.08.

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2019 Option Exercises and Stock Vested

The following table sets forth information regarding each exercise of stock options and vesting of restricted stock and performance shares during 2019 for each of the NEOs on an aggregated basis.

	Option Awards		Restricted Stock Awards
Named Executive Officer	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise (#)^(a)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)^(b)
Mitchell J. Krebs	—	—	644,470	3,433,403
Thomas S. Whelan	—	—	—	—
Casey M. Nault	—	—	207,404	1,102,170
Hans J. Rasmussen	—	—	171,064	911,181
Emilie C. Schouten	—	—	15,331	73,272

Explanatory Notes:

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

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

Pension Benefits and Nonqualified Deferred Compensation

We do not maintain a defined benefit pension program. Effective February 1, 2014, Coeur established the Coeur Mining, Inc. Non-Qualified Deferred Compensation Plan (“Deferred Compensation Plan”) for highly compensated employees. The Deferred Compensation Plan allows directors and eligible highly compensated employees the opportunity to defer, on a pre-tax basis, a portion of his or her director fees, base salary, and/or AIP award, as applicable, to a date in the future. Employees can defer 5%-75% of base salary and 5%-75% of AIP award amounts. Directors can defer 5%-75% of director fees. Coeur may also decide to make employer contributions to the account of a participant from time to time. Participants may designate investment funds in which deferred amounts are invested. The net gain or loss on the assets of any such investment funds is used to determine the amount of earnings or losses to be credited to the participant’s account. Each participant must elect the time and form of distribution of deferred amounts (together with any earnings or losses credited to such amounts). Subject to certain limitations in the Deferred Compensation Plan, participants elect the frequency of payments and the number of payments to receive at the time of distribution. Participants are always 100% vested in amounts deferred by the participant. Amounts contributed by Coeur to a participant’s account vest based upon a schedule or schedules determined by us and communicated to the participant.

Named Executive Officer	Executive Contributions in Last FY ($)^(a)	Registrant Contributions in Last FY ($)^(b)	Aggregate Earnings in Last FY ($)^(c)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)^(d)
Mitchell J. Krebs		35,038	186,799	297,763	825,689
Thomas S. Whelan		5,307	—	—	—
Casey M. Nault		11,068	3,444	—	83,267
Hans J. Rasmussen		6,567	695	—	38,744
Emilie C. Schouten		5,215	168	—	10,325

Explanatory Notes:

(a)	The amount in this column represents fiscal year 2019 deferred compensation, and such amount has been included in the amount, which is reported in the “Non-Equity Incentive Plan Compensation Earnings” column of the Summary Compensation Table.

(b)

The amount in this column is reported in footnote (d) to the All Other Compensation column of the Summary Compensation Table as follows: for 2019, each of Mr. Krebs, Mr. Whelan, Mr. Nault, Mr. Rasmussen and Ms. Schouten received an additional contribution from the Company into the Deferred Compensation Plan in the amount of $35,038, $5,307, $11,068, $6,567 and $5,215, respectively. This amount was earned in 2019 but paid during the first quarter of 2020.

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

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

	Named Executive Officer			Amounts Previously Reported ($)
	Mitchell J. Krebs			434,631
	Thomas S. Whelan			—
	Casey M. Nault			78,552
	Hans J. Rasmussen			23,772
	Emilie C. Schouten			5,626

Potential Payments Upon Termination or Change-In-Control

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

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

►

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

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

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

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

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

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

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

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

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

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

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

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

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

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Severance and Change-in-Control Arrangements with other NEOs

Mr. Whelan, Mr. Nault, Mr. Rasmussen and Ms. Schouten do not have individual employment agreements or change-in-control agreements but are covered under our Executive Severance Policy. Under that policy, in the event of a termination by Coeur without cause or by the employee for good reason not in connection with a change in control, Mr. Whelan, Mr. Nault, Mr. Rasmussen and Ms. Schouten would each be entitled to the benefits described below:

►	a lump sum equivalent to two times the executive’s base salary and target annual incentive plan award for the year in which the termination occurs; and

►	continuation of health care benefits for the employee and his or her dependents for up to one year following the termination.

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

►	a lump sum equivalent to two times the executive’s base salary and target annual incentive plan award for the year in which the change in control occurs;

►	continuation of health care benefits for the employee and his or her dependents for up to 18 months following the change in control; and

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

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The following table describes the potential payments and benefits under our compensation and benefit plans and arrangements to which the NEOs would be entitled upon certain terminations of employment assuming the triggering event took place after the close of business on December 31, 2019 and the price per share of Coeur’s common stock is the closing market price of $8.08 as of that date.

Named Executive Officer		Cash Severance Payments ($)^(a)	Continuation of Medical/ Welfare Benefits (present value) ($)^(b)	Accelerated Vesting of Equity Awards ($)^(c)		Total Termination Benefits ($)
Mitchell J. Krebs
►	Not for cause—Involuntary	4,176,563	21,871	0		4,198,434
►	Death & Disability	0	0	6,059,677		6,059,677
►	Not for cause—voluntary under age 65	0	0	0		0
►	Change in Control, without termination	0	0	0		0
►	Termination subsequent to a Change in Control(d)	4,176,563	44,317	3,742,167		7,963,047
Thomas S. Whelan
►	Not for cause—Involuntary	1,155,000	12,287	0		1,167,287
►	Death & Disability	0	0	1,180,973		1,180,973
►	Not for cause—voluntary under age 65	0	0	0		0
►	Change in Control, without termination	0	0	0		0
►	Termination subsequent to a Change in Control(d)	1,155,000	18,642	708,368		1,882,010
Casey M. Nault
►	Not for cause—Involuntary	1,500,000	24,126	0		1,524,126
►	Death & Disability	0	0	2,524,846	��	2,524,846
►	Not for cause—voluntary under age 65	0	0	0		0
►	Change in Control, without termination	0	0	0		0
►	Termination subsequent to a Change in Control(d)	1,500,000	37,463	1,559,225		3,096,688
Hans J. Rasmussen
►	Not for cause—Involuntary	1,050,000	23,941	0		1,073,941
►	Death & Disability	0	0	1,690,942		1,690,942
►	Not for cause—voluntary under age 65	0	0	0		0
►	Change in Control, without termination	0	0	0		0
►	Termination subsequent to a Change in Control(d)	1,050,000	37,175	1,047,248		2,134,423
Emilie C. Schouten
►	Not for cause—Involuntary	1,050,000	0	0		1,050,000
►	Death & Disability	0	0	1,305,090		1,305,090
►	Not for cause—voluntary under age 65	0	0	0		0
►	Change in Control, without termination	0	0	0		0
►	Termination subsequent to a Change in Control(d)	1,050,000	0	773,441		1,823,441

Explanatory Notes:

(a)	Cash severance payments consist of 2.75 times, for Mr. Krebs, and 2.0 times, for other executives, the sum of annual base salary plus target annual incentive opportunity.

(b)

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

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

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►

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

►

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

(d)

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

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

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2019 RATIO OF CEO COMPENSATION TO MEDIAN EMPLOYEE COMPENSATION

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

For 2019, our last completed fiscal year:

► the annual total compensation of our CEO, as reported in the 2019 Summary Compensation Table on page 62 of this proxy statement, was $3,477,635; and			For 2019, the ratio of the annual total compensation of Mr. Krebs, our CEO, to the annual total compensation of our median compensated employee was 65 to 1
► the annual total compensation of our median compensated employee (other than our CEO) was $53,734.

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

►

We determined that, as of December 31, 2019, our employee population consisted of approximately 2,155 individuals with these individuals located in the United States, Canada and Mexico (as reported in Item 1, Business, in our Annual Report). This population consisted of our full-time, part-time, and temporary employees.

►

To identify the “median employee” from our employee population, we compared the amount of total cash compensation reflected in our payroll records. Total cash compensation includes base salary or hourly wages paid during 2019, as applicable, and amounts paid during 2019 under our AIP and other cash bonus arrangements. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation.

►

Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $53,734. The median employee’s total compensation for 2019 included a contribution of $1,326.06 to the account of the employee in the Company’s 401(K) Retirement Plan. The Company contributes an amount equal to 100% of up to the first 4% of an employee’s eligible compensation contributed in 2019.

►	With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2019 Summary Compensation Table on page 62 of this proxy statement and incorporated by reference under Item 11 of Part III of our Annual Report.

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GENERAL INFORMATION

~~Questions and Answers about the Annual Meeting~~

When and where is the Annual ~~Meeting~~

Meeting?

The 2020 Annual Meeting ~~of Stockholders (the “Annual Meeting”)~~ will be held on Tuesday, May ~~9, 2017,~~12, 2020, at 9:30 a.m., Central Time, in the Second Floor auditorium at 104 S. Michigan Avenue, ~~2nd Floor Auditorium,~~ Chicago, Illinois 60603.

We intend to hold our annual meeting in person. However, we are monitoring the situation regarding COVID-19 (Coronavirus), taking into account guidance from the Centers for Disease Control and Prevention and the World Health Organization. The health and well-being of our employees, Board members and stockholders is our top priority. Accordingly, we are planning for the possibility that we may provide for annual meeting attendance or participation by means of remote communication if we determine it is not advisable to hold an in-person meeting or if individuals are unable to attend in person. We will announce any such updates as promptly as practicable, and details on how to participate will be issued by press release, posted on our website, and/or filed with the SEC as additional proxy materials. As always, we encourage you to vote your shares prior to the annual meeting.

Who is entitled to vote at the Annual Meeting? What is the Record Date?

All stockholders of record as of the close of business on the Record Date, March ~~14, 2017 (the “Record Date”)~~16, 2020, are entitled to vote at the Annual Meeting and any adjournment or postponement thereof upon the matters listed in the Notice of Annual Meeting. Each stockholder is entitled to one vote for each share held of record on that date. As of the close of business on the Record Date, a total of ~~181,595,709~~243,595,204 shares of our common stock were outstanding.

What is the difference between a stockholder of record and a stockholder who holds in street name?

If your shares of Coeur common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are a stockholder of record, and these proxy materials are being sent directly to you from the Company.

If your shares of Coeur common stock are held in “street name”, meaning your shares of Coeur common stock are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of these shares, and these proxy materials are being forwarded to you by your broker, banker or other nominee, who is considered the stockholder of record with respect to such shares. As the beneficial owner of Coeur common stock, you have the right to direct your broker, bank or other nominee on how to

vote, and you will receive instructions from your broker, bank or other nominee describing how to vote your shares of Coeur common stock.

How do I inspect the list of stockholders of record?

A list of the stockholders of record as of the Record Date entitled to vote at the Annual Meeting will be available at the Annual Meeting.

Why did I receive a notice in the mail regarding the internet availability of proxy materials?

In accordance with the rules of the SEC, instead of mailing to stockholders a printed copy of our proxy statement, ~~annual report~~Annual Report and other materials (the “proxy materials”) relating to the Annual Meeting, ~~to stockholders,~~ Coeur may furnish proxy materials to stockholders on the internet by providing a notice of internet availability of proxy materials (the “Notice of Internet Availability”) to inform stockholders when the proxy materials are available on the internet. If you receive the Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. Instead, the Notice of Internet Availability will instruct you on how you may access and review all of Coeur’s proxy materials, as well as how to submit your proxy, over the internet. The proxy materials are available at ~~www.edocumentview.com/cde~~www.proxyvote.com.

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Will I get more than one copy of the notice or proxy materials if multiple stockholders share my address?

When multiple stockholders have the same address, the SEC permits companies and intermediaries, such as brokers, to deliver a single copy of certain proxy materials and the Notice of Internet Availability to

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~~GENERAL INFORMATION~~

them. This process is commonly referred to as “householding”. We do not participate in householding, but some brokers may for stockholders who do not take electronic delivery of proxy materials. If your shares are held in a brokerage account and you have received notice from your broker that it will send one copy of the Notice of Internet Availability or proxy materials to your address, householding will continue until you are notified otherwise or instruct your broker otherwise. If, at any time, you would prefer to receive a separate copy of the Notice of Internet Availability or proxy materials, or if you share an address with another stockholder and receive multiple copies but would prefer to receive a single copy, please notify your broker. We promptly will deliver to a stockholder who received one copy of the Notice of Internet Availability or proxy materials as the result of householding a separate copy upon the stockholder’s written or oral request directed to our investor relations department at (312) 489-5800, Coeur Mining, Inc., 104 South Michigan Avenue, Suite 900, Chicago, Illinois 60603. Please note, however, that if you wish to receive a paper proxy card or other proxy materials for purposes of this year’s Annual Meeting, you should follow the instructions provided in the Notice of Internet Availability.

What does it mean to give a proxy?

The persons named on the proxy card (the “proxy holders”) have been designated by the Board to vote the shares represented by proxy at the Annual Meeting. The proxy holders are officers of Coeur. They will vote the shares represented by each properly executed and timely received proxy in accordance with the stockholder’s instructions, or if no instructions are specified, the shares represented by ~~the~~each otherwise properly executed and timely received proxy will be voted “FOR” each nominee in Proposal 1 and “FOR” Proposals 1, 2 and 3 ~~and “1 Year” for Proposal 4~~ in accordance with the recommendations of the Board as described in this proxy statement. If any other matter properly comes before the Annual Meeting or any adjournment or postponement thereof, the proxy holders will vote on that matter in their discretion.

How do I vote?

If you are a holder of shares of Coeur common stock, ~~of Coeur,~~ you can vote by telephone or on the internet 24 hours a day through 11:59 p.m. (Central Time) on the day before the Annual Meeting date. If you are located in the United States or Canada and are a stockholder of record, you can submit a proxy for your shares by calling toll-free 1 (800) 652-8683. Whether you are a stockholder of record or a

~~beneficial owner, you can also submit a proxy for your shares by Internet at~~ ~~www.envisionreports.com/cde~~. ~~Both~~date using the telephone ~~and internet systems have easy to follow instructions~~number or visiting the website listed on ~~how you may submit a proxy for your shares and allow you to confirm that the system has properly recorded your proxy.~~page 75. If you are submitting a proxy for your shares by telephone or ~~Internet,~~internet, you should have in hand when you call or access the website, as applicable, the Notice of Internet Availability or the proxy card or voting instruction card (for those holders who have received, by request, a hard copy of the proxy card or voting instruction card). If you submit a proxy by telephone or internet, you do not need to return your proxy card to the Company. A telephone or internet proxy must be received no later than 11:59 p.m. (Central Time) on the day before the Annual Meeting date.

If you have received, by request, a hard copy of the proxy card or voting instruction card, and wish to submit your proxy by mail, you must complete, sign and date the proxy card or voting instruction card and return it in the envelope provided so that it is received prior to the Annual Meeting.

While the Company encourages holders of common stock to vote by proxy, you also have the option of voting your shares of common stock in person at the Annual Meeting. If you are a stockholder of record of common stock, you have the right to attend the Annual Meeting and vote in person, subject to compliance with the procedures described below.

How can I revoke a proxy or change my vote?

If you are a stockholder of record of Coeur common stock, you may change your vote or revoke your proxy at any time prior to the voting at the Annual Meeting:

^■►

by providing written notice to our Corporate Secretary;

^■►

by attending the Annual Meeting and voting in person (your attendance at the Annual Meeting will not by itself revoke your proxy);

^■►

by submitting a later-dated proxy card; or

^■►

if you submitted a proxy by telephone or Internet, by submitting a subsequent proxy by telephone or internet.

►	If you are a beneficial owner of Coeur common stock and have instructed a broker, bank or other nominee to vote your shares, you may follow the directions received from your broker, bank or other nominee to change or revoke those instructions.

If you are a beneficial owner of Coeur common stock and have instructed a broker, bank or other nominee to vote your shares, you may follow the directions received from your broker, bank or other nominee to change or revoke those instructions.

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~~GENERAL INFORMATION~~

How many shares must be represented in person or by proxy to hold the Annual Meeting?

A majority of the voting power of all issued and outstanding stock entitled to vote at the Annual Meeting, represented at the meeting in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

What is a broker non-vote?

A broker non-vote occurs when a broker or other nominee that holds shares on behalf of a street name stockholder does not vote on a particular matter because it does not have discretionary authority to vote on that particular matter and has not received voting instructions from the street name stockholder.

Under the rules of the New York Stock Exchange, if you hold your shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee has discretionary authority to vote on routine matters but not on non-routine matters. If you hold your shares in street name, it is critical that you cast your vote if you want it to count for non-routine matters as described in the table below. Broker non-votes and abstentions by stockholders from voting (including brokers holding their ~~clients'~~clients’ shares of record who cause abstentions to be recorded) will be counted

towards determining whether or not a quorum is present. However, because broker non-votes and abstentions are not considered “votes cast” under Delaware ~~law),~~law, they will have no effect on the approval of non-routine matters.

Ratification of auditors is the only routine matter that is up for stockholder vote at this Annual Meeting.

Who will tabulate the vote?

Votes cast by proxy or in person at the Annual Meeting will be tabulated by the inspectors of election appointed by us for the meeting.

Who bears the cost of this proxy solicitation?

We will bear the cost of soliciting proxies. Proxies may be solicited by directors, officers or regular employees in person or by telephone or electronic mail without special compensation. We have retained Morrow Sodali LLC, Stamford, Connecticut, to assist in the solicitation of proxies. Morrow Sodali LLC’s fee will be $8,000, plus out-of-pocket expenses.

Do stockholders have dissenters’ rights?

Pursuant to applicable Delaware law, there are no dissenters’ or appraisal rights relating to the matters to be acted upon at the Annual Meeting.

~~Important Notice Regarding the Internet Availability~~ ~~of Proxy Materials – Our Proxy Statement and Annual~~ ~~Report to Stockholders are available at~~ ~~www.edocumentview.com/cde~~.

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Votes Required to Approve the Proposals:

~~(1)~~1

Election of ten directors

Majority of votes cast for each of the nominees

None

Broker may not vote shares without specific voting instructions.Broker non-votes have no effect on the approval of this proposal.

~~(2)~~2

Ratification of independent auditors for ~~2016~~2020

Majority of votes cast for the action

None

Broker may vote shares if you do not provide specific voting instructions. There will be no broker non-votes.

~~(3)~~3

Advisory vote on executive compensation

Majority of votes cast for the action

None

Broker may not vote shares

~~(4)~~

~~Advisory vote~~ without specific voting instructions.Broker non-votes have no effect on the ~~frequency~~approval of ~~future advisory votes~~this proposal.

(1)

If you are a beneficial holder and do not provide specific voting instructions to your broker, the organization that holds your shares will not be authorized to vote your shares on ~~executive compensation~~

~~Majority of votes cast for the action~~

~~None~~

~~Broker may~~ ~~not~~ ~~vote shares~~

“non-routine” proposals (Proposals 1 and 3), which would result in “broker non-votes” on these matters.

YOUR VOTE IS IMPORTANT

Please cast your vote as soon as possible by using one of the following methods:

~~Please cast your vote as soon as possible by:~~		Online at www.proxyvote.com			Call toll-free from the United States, U.S. territories and Canada via 1-800-690-6903

	~~using the Internet at www.envisionreports.com/cde~~		~~calling toll-free from the United States, U.S. territories and Canada to 1 (800) 652-8683~~


	~~mailing~~Mail your signed proxy or voting instruction form			~~attending~~Attend the ~~meeting~~Annual Meeting in person

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~~PROPOSAL NO. 1:~~

~~ELECTION OF DIRECTORS~~

~~What am I voting on?~~	The election of all eight of Coeur’s directors to hold office until the 2018 Annual Meeting and until their successors have been elected and qualified. All nominees are currently Coeur directors who were elected by stockholders at the 2016 Annual Meeting.
~~Vote Required:~~	~~Majority of votes cast for the nominees~~
~~Recommendation:~~	~~The Board recommends a vote FOR all the nominees listed below.~~

~~Director~~Your Vote is Important – We will make a charitable contribution of $1 to Hire Heroes USA for every stockholder account that votes. Coeur is committed to recruiting, supporting and ~~Nominee Experience~~integrating current and ~~Qualifications~~

Our Board believes that it should possess a combination of skills, professional experience and diversity of viewpoints necessary to oversee our business, together with relevant technical skills or financial acumen that demonstrates an understandingformer members of the ~~financial and operational aspects and associated risks of a large, complex organization like Coeur. Accordingly,~~military into our operations through our Coeur Heroes program, launched in 2018. Coeur Heroes allows service members to use the Board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and our current and future needs.

~~As set forth in our Corporate Governance Guidelines, the membership criteria include items relating to~~

ethics, integrity and values, sound business judgment, strength of character, mature judgment, professional experience, industry knowledge, and diversity of viewpoints, all in the context of an assessment of the perceived needs of the Board at that point in time. The Board and the Nominating and Corporate Governance Committee have not formulated any specific minimum qualifications, but rather consider the factors described above. For incumbent directors, the factors also include past performance and termspecial skills they developed during their time of service onto help make a difference at our operations.

We intend to hold our annual meeting in person. However, we are monitoring the ~~Board. Among other things, the Board has determined that it is important to have individuals with the following skills and experiences on the Board:~~

~~Skill/Experience~~	~~Relevance~~
~~Leadership experience~~	~~Directors with experience in significant leadership positions possess strong abilities to motivate and manage others and identify and develop leadership qualities in others~~
~~Knowledge of our industry~~	~~Particularly as it relates to mining, provides better understanding of our business and strategy~~
~~Operations experience~~	~~Gives directors a practical understanding of developing, implementing and assessing our business strategy, operating plan and risk profile~~
~~Legal/ compliance experience~~	~~Facilitates assistance with the Board’s oversight of our legal and compliance matters~~
~~Financial/accounting experience~~	~~Specifically, knowledge of finance and financial reporting processes provides greater understanding in evaluating our capital structure and financial statements~~
~~Government/regulatory experience~~	~~We operate in a heavily regulated industry that is directly affected by governmental actions~~
~~Strategic planning experience~~	~~Facilitates review of our strategies and monitoring their implementation and results~~
~~Talent management experience~~	~~Valuable in helping us attract, motivate and retain top talent at Coeur~~
~~International experience~~	~~Relevant given our global presence, particularly in Mexico and Latin America~~
~~Public company board service~~	Directors who have experience serving on other public company boards generally are well prepared to fulfill the Board’s responsibilities of overseeing and providing insight and guidance to management
~~Capital markets experience~~	~~Facilitates analysis and understanding of proposed capital markets transactions, including risks and the impact to our existing capital structure.~~

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~~PROPOSAL NO. 1: ELECTION OF DIRECTORS~~

~~Board Composition and Refreshment~~

The Board seeks to identify and retain directors with deep knowledge and experience in the mining and natural resources sectors while also including an appropriate number of directors with perspectives from other industries and experience. The mining sector, particularly precious metals mining, is cyclical, and stockholders and management benefit from the perspectives and experience of directors who have lead firms through several full business cycles. For instance, four of our seven independent directors have significant outside experience in the natural resources sector while others, such as our Chairman, bring significant business, risk management and financial experience. Directors who have served on the Board for an extended period of time also provide important insight based on industry experience and a deep understanding of our long-term plans and strategic objectives.

For these reasons, the Board has not adopted a mandatory retirement age. The Board believes that directors should be evaluated on their unique perspective and experience and ability to contribute to the Board and is focused on maintaining a balance between longer-serving directors with significant Coeur institutional knowledge and newer directors with complementary skills and expertise allows for

natural turnover and an appropriate pace of Board refreshment. In 2013, we added three new independent directors—Messrs. Crutchfield and Gress and Ms. Adamany—to our Board with Ms. Adamany also becoming Chair of the Audit Committee. If all of the nominees are elected to the Board, the average tenure of the directors will be approximately ten years.

~~Director Nomination Process~~

~~The Nominating and Corporate Governance Committee reviews and makes recommendations~~situation regarding the composition and size of the Board. The Nominating and Corporate Governance Committee also is responsible for developing and recommending Board membership criteria to the Board for approval. In identifying director candidates from time to time, the Nominating and Corporate Governance Committee may establish specific skills and experience

that it believes we should seek in order to constitute a balanced and effective Board. The Nominating and Corporate Governance Committee assesses the effectiveness of its criteria when evaluating new director candidates and when assessing the composition of the Board. This assessment enables the Board to update the skills and experience it seeks in the Board as a whole, and in individual directors, as our needs evolve and change over time.

~~Majority Vote Standard for the Election of Directors~~

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

If a nominee for director does not receive the vote of at least a majority of votes cast at the Annual Meeting, it is the policy of the Board that the Director must tender his or her resignation. The Nominating and Corporate Governance Committee will then make

~~a recommendation to the Board whether to accept or reject the tendered resignation, or whether other action should be taken,~~COVID-19 (Coronavirus), taking into account ~~all~~guidance from the Centers for Disease Control and Prevention and the World Health Organization. The health and well-being of our employees, Board members and stockholders is our top priority. Accordingly, we are planning for the ~~relevant facts~~possibility that we may provide for annual meeting attendance or participation by means of remote communication if we determine it is not advisable to hold an in-person meeting or if individuals are unable to attend in person. We will announce any such updates as promptly as practicable, and ~~circumstances. The director who has tendered his or her offer of resignation~~details on how to participate will ~~not take part in the proceedings with respect to his or her resignation offer. For additional information, our Corporate Governance Guidelines are available~~be issued by press release, posted on our website, at ~~www.coeur.com/company/corporate-~~~~governance/charters-and-policies~~~~, and~~and/or filed with the SEC as additional proxy materials. As always, we encourage you to ~~any stockholder who requests them.~~

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~~PROPOSAL NO. 1: ELECTION OF DIRECTORS~~

~~Nominees~~

The eight persons named below have been nominated to be elected as directors at the Annual Meeting, each to serve for one year and until his or her successor is elected and qualified. All of the nominees were elected to the Board at the 2016 Annual Meeting. Proxies will be voted at the Annual Meeting FOR the election of each of the eight persons named below unless marked AGAINST or ABSTAIN. We do not contemplate that any of the persons named below will be unable, or will decline, to serve; however, if any such nominee is unable or declines to serve, the persons named in the accompanying proxy may vote ~~for a substitute, or substitutes, in their discretion, or the Board may reduce its size.~~

~~Robert E. Mellor, age 73~~

~~Director Since:~~ ~~1998~~

Chairman of the Board of Coeur Mining, Inc. since July 2011. Chairman, Chief Executive Officer and President of Building Materials Holding Corporation (distribution, manufacturing and sales of building materials and component products) from 1997 to January 2010, director from 1991 to January 2010; member of the board of directors of The Ryland Group, Inc. (national residential home builder) from 1999 until October 2015, and since October 2015, member of the board of directors of CalAtlantic Group, Inc., successor to The Ryland Group, Inc. (resulting from its merger with Standard Pacific Corp.) and lead director and member of the board of directors of Monro Muffler/Brake, Inc. (auto service provider) from 2002 to 2007 and re-appointed in 2010, and former member of the board of directors of Stock Building Supply Holdings, Inc. (lumber and building materials distributor) from 2010 to December 1, 2015, when the company merged with another company. Mr. Mellor holds a Bachelor of Arts degree in Economics from Westminister College (Missouri) and a Juris Doctor from Southern Methodist University School of Law. As the former Chairman and Chief Executive Officer of Building Materials Holding Corporation, Mr. Mellor brings to the Board leadership, risk management, talent management, operations and strategic planning experience. Building Materials Holding Corporation filed a voluntary petition under the federal bankruptcy code in 2009 and emerged in 2010. Mr. Mellor also brings to the Board public company board experience through his service on the boards of CalAtlantic Group, Inc. and Monro Muffler/Brake, Inc., and former service with The Ryland Group, Inc. and Stock Building Supply Holdings, Inc.

~~Linda L. Adamany, age 65~~

~~Director Since:~~ ~~2013~~

Non-executive director of Amec Foster Wheeler plc and its predecessor, AMEC plc (engineering, project management and consultancy company), since October 2012; member of the board of directors of Leucadia National Corporation (diversified holding company engaged in a variety of businesses, including investment banking and capital markets, beef processing, manufacturing, energy projects, asset management and real estate) since March 2014; member of the board of directors of National Grid plc (electricity and gas generation, transmission and distribution company) from November 2006 to November 2012. Ms. Adamany served at BP plc in several capacities from July 1980 until her retirement in August 2007, most recently from April 2005 to August 2007 as a member of the five-person Refining & Marketing Executive Committee responsible for overseeing the day-to-day operations and human resource management of BP plc’s $45 billion Refining & Marketing business segment. Ms. Adamany also served BP plc as Executive Assistant to the Group Chief Executive from October 2002 to March 2005 and Chief Executive, BP Shipping from October 1999 to September 2002. Ms. Adamany is a CPA and holds a Bachelor of Science in Business Administration with a major in Accounting, awarded Magna cum Laude, from John Carroll University. With her over 35 years’ experience in global industries, including as an executive and a director, Ms. Adamany brings to the Board leadership, financial and accounting expertise, familiarity with both business line and functional support areas and experience in public company board leadership.

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~~PROPOSAL NO. 1: ELECTION OF DIRECTORS~~

~~Kevin S. Crutchfield, age 56~~

~~Director Since:~~ ~~2013~~

Kevin S. Crutchfield has served as the Chairman and Chief Executive Officer of Contura Energy, Inc. (coal production), a private Tennessee-based company with affiliate mining operations across multiple major coal basins, since July 2016. Before joining Contura at its inception, Mr. Crutchfield was Chairman and Chief Executive Officer of Alpha Natural Resources, Inc. since May 2012. Mr. Crutchfield had been with Alpha Natural Resources since its formation in 2003, serving as Executive Vice-President from November 2004 to January 2007, President from January 2007 to July 2009, Director since November 2007, and Chief Executive Officer since July 2009. On August 3, 2015, Alpha Natural Resources filed for protection under Chapter 11 of the federal bankruptcy laws. On March 8, 2016, Alpha Natural Resources filed a proposed Chapter 11 Plan of Reorganization. On July 26, 2016, Alpha Natural Resources emerged from Chapter 11 bankruptcy protection as a privately held company and simultaneously sold certain core assets to the newly-formed Contura Energy, Inc. Mr. Crutchfield is an over 25-year coal industry veteran with technical, operating and executive management experience. Mr. Crutchfield is currently the Chairman of the National Mining Association and the Chairman of the American Coalition for Clean Coal Electricity. Prior to joining Alpha, he was President of Coastal Coal Co., LLC and Vice President of El Paso Corp. From 2000 to 2001, he served as President and CEO of AMVEST Minerals Corp. and President of the parent company, AMVEST Corp. Earlier in his career, he held senior management positions at Pittston Coal Co. and Cyprus Amax Coal Co, including a period in Australia as Chairman of Cyprus Australia Coal Corporation. Mr. Crutchfield also served on the board of directors of Rice Energy, Inc. from January 2014 to November 2014, as a designated representative of Alpha Natural Resources, Inc. during the time period when Alpha Natural Resources, Inc. was entitled to board representation at Rice. Mr. Crutchfield brings to the board his experience in corporate leadership, financial and operational management, government and regulatory oversight, health and safety management, and industry expertise through his various executive roles in global natural resource businesses, in addition to experience in public company board leadership.

~~Sebastian Edwards, age 63~~

~~Director Since:~~ ~~2007~~

Henry Ford II Professor of International Business Economics at the University of California, Los Angeles (UCLA) from 1996 to present; Co-Director of the National Bureau of Economic Research’s Africa Project from 2009 to present; published twelve books, including two best-selling novels, and over 200 scholarly articles; taught at IAE Universidad Austral in Argentina and at the Kiel Institute from 2000 to 2004; Chief Economist for Latin America at the World Bank from 1993 to 1996. Mr. Edwards has been an advisor to numerous governments, financial institutions, and multinational companies and is a frequent commentator on economic matters in national and international media outlets and publications. Mr. Edwards was educated at the Universidad Católica de Chile where he became a ~~Licenciado en Economía~~ ~~and earned an~~ ~~Ingeniero~~ ~~Comercial~~ degree. He received an MA and PhD in economics from the University of Chicago. As a professor of International Business, as well as through various positions relating to Latin American economies, Mr. Edwards brings to the Board international, government, economics and financial experience.

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~~PROPOSAL NO. 1: ELECTION OF DIRECTORS~~

~~Randolph E. Gress, age 61~~

~~Director Since:~~ ~~2013~~

Randolph E. Gress is the retired Chairman and Chief Executive Officer of Innophos, Inc. (specialty phosphates sales and manufacturing). He served as Chief Executive Officer and President from 2004 until December 2015, and a member of the board of directors from 2004, including Chairman from November 2006, until his retirement in January 2016. He had been with Innophos, Inc. since its formation in 2004, when Bain Capital purchased Rhodia SA’s North American Specialty Phosphate Business. Prior to his time at Innophos, Inc., Mr. Gress was with Rhodia since 1997 and held various positions including Global President of Specialty Phosphates (with two years based in the U.K) and Vice-President and General Manager of the NA Sulfuric Acid and Regeneration businesses. From 1982 to 1997, Mr. Gress served in various roles at FMC Corporation including Corporate Strategy and various manufacturing, marketing, and supply chain positions. Mr. Gress began his career at the Ford Motor Company in 1977. Mr. Gress earned a B.S.E. in Chemical Engineering from Princeton University and an M.B.A. from Harvard Business School. He is a seasoned industrial executive with a wide range of international and M&A experience. Mr. Gress brings to the board over 35 years of experience in manufacturing industries, most of which has been in chemicals, and includes mining experience (phosphates). He provides a unique background of corporate leadership, having guided his company through a spin off to private equity ownership and subsequent IPO.

~~Mitchell J. Krebs, age 45~~

~~Director Since:~~ ~~2011~~

President, Chief Executive Officer and member of the Board since July 2011; Senior Vice President and Chief Financial Officer from March 2008 to July 2011; Treasurer from July 2008 to March 2010; Senior Vice President, Corporate Development from May 2006 to March 2008; Vice President, Corporate Development from February 2003 to May 2006. Mr. Krebs first joined Coeur in August 1995 as Manager of Acquisitions after spending two years as an investment banking analyst for PaineWebber Inc. Mr. Krebs holds a BS in Economics from The Wharton School at the University of Pennsylvania and an MBA from Harvard University. Mr. Krebs is a member of the Board of Directors as well as the Executive Committee, the Audit and Finance Committee and the Nominating and Governance Committee of the Board of Directors of the National Mining Association and is the Vice President and a member of the Executive Committee of The Silver Institute. As our President and Chief Executive Officer, Mr. Krebs brings to the Board his leadership, industry, financial markets, merger and acquisition, and strategic planning experience, as well as his in-depth knowledge of Coeur through the high level management positions he has held over the years.

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~~PROPOSAL NO. 1: ELECTION OF DIRECTORS~~

~~John H. Robinson, age 66~~

~~Director Since:~~ ~~1998~~

Chairman of Hamilton Ventures LLC (consulting and investment) since founding the firm in 2006; Chief Executive Officer of Nowa Technology, Inc. (development and marketing of environmentally sustainable wastewater treatment technology) from 2013 to 2014; Chairman of EPC Global, Ltd. (engineering staffing company) from 2003 to 2004; Executive Director of Amey plc (British business process outsourcing company) from 2000 to 2002; Vice Chairman of Black & Veatch Inc. (engineering and construction) from 1998 to 2000. Mr. Robinson began his career at Black & Veatch and was managing partner prior to becoming Vice Chairman. Member of the board of directors of Alliance Resource Management GP, LLC (coal mining); Federal Home Loan Bank of Des Moines (financial services) and Olsson Associates (engineering consulting). Mr. Robinson holds a Master of Science degree in Engineering from the University of Kansas and is a graduate of the Owner-President-Management Program at the Harvard Business School. As a senior corporate executive in the engineering and consulting industries, and a director in the resource extraction and financial industries, Mr. Robinson brings to the Board leadership, talent management, strategic planning, operations and financial experience. Mr. Robinson also brings to the Board public company board experience.

~~J. Kenneth Thompson, age 65~~

~~Director Since:~~ ~~2002~~

President and Chief Executive Officer of Pacific Star Energy LLC (private energy investment firm in Alaska) from September 2000 to present, with a principal holding in Alaska Venture Capital Group LLC (private oil and gas exploration company) from December 2004 to present; Executive Vice President of ARCO’s Asia Pacific oil and gas operating companies in Alaska, California, Indonesia, China and Singapore from 1998 to 2000; President and Chief Executive Officer of ARCO Alaska, Inc., the oil and gas producing division of ARCO based in Anchorage from June 1994 to January 1998. Member of the board of directors of Alaska Air Group, Inc., the parent corporation of Alaska Airlines, Horizon Air and Virgin America Airlines. Mr. Thompson is also a member of the board of directors of Tetra Tech, Inc. (engineering consulting firm) and Pioneer Natural Resources (large independent oil and gas company). Mr. Thompson holds a Bachelor of Science degree and Honorary Professional Degree in Petroleum Engineering from the Missouri University of Science & Technology. Through Mr. Thompson’s various executive positions, including the role of Chief Executive Officer, he brings to the Board leadership, risk management, talent management, engineering, operations, strategic planning and industry experience. Mr. Thompson also has government and regulatory experience through his work in other highly regulated industries such as the oil and gas, energy and airline industries and possesses public company board experience.

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~~TABLE OF CONTENTS~~

~~Corporate Governance~~

~~Outreach and Engagement~~

We view our relationship with our stockholders as a critical part of our corporate governance proﬁle. Among other things, engagement with our stockholders helps us to understand expectations for our performance, assess issues that may affect our business or other aspects of our operations, and shape corporate governance and compensation policies. In 2016, we proactively reached out to stockholders representing 45% of our aggregate outstandingyour shares (as of June 30, 2016) and engaged with all who responded to our invitation to discuss corporate governance and executive compensation matters. This led to focused discussions between senior executives and the stockholders who accepted our invitation, which gave us valuable feedback on key issues and

~~specific elements of our programs and resulted in the changes described in “Compensation Discussion and Analysis” beginning at page~~ 35.

Also in 2016, we conducted activities and events such as analyst meetings, investor conferences, and the 2016 Annual Stockholders’ Meeting. In total in 2016, management conducted 20 presentations, held 137 one-on-one meetings with investors, and hosted 22 conference calls with investors allowing for questions and answers with management, 4 of which also included analysts.

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

~~Corporate Governance Guidelines and Code of Business Conduct and Ethics~~

The Board has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics in accordance with New York Stock Exchange corporate governance standards. Copies of these documents are available at our website, ~~www.coeur.com/company/corporate-~~

~~governance/charters-and-policies~~, and to any stockholder who requests them. We have previously provided, and intend to provide in the future, amendment information to these documents and any waivers from our code of ethics by posting to our website.

~~Committees of the Board of Directors and Attendance~~

Our Board met eight times during 2016. Each incumbent director who served in 2016, during his or her 2016 term of service, attended at least 88% of the meetings of the Board and committees on which he or she served.

The Board has established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Environmental, Health, Safety and Social Responsibility Committee. Each of these committees functions under a written charter adopted by the

~~Board, copies of which are available on our website,~~ ~~www.coeur.com/company/corporate-~~~~governance/charters-and-policies~~~~, and to any stockholder who requests them. In addition, the Board has established an Executive Committee in accordance with our Bylaws, the relevant provisions of which are available on our website,~~ ~~www.coeur.com/company/corporate-~~~~governance/charters-and-policies~~~~, and to any stockholder who requests them.~~

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~~Corporate Governance~~

~~The current members, responsibilities and the number of meetings held in 2016 of each of these committees are shown in the following table:~~

~~Audit Committee~~ ~~Committee Members~~ ~~Linda L. Adamany~~ ~~Randolph E. Gress~~ ~~John H. Robinson~~ ~~J. Kenneth Thompson~~ ~~Number of meetings in 2016:~~ 7	~~Responsibilities~~
	~~Reviewing and reporting to the Board with respect to the oversight of various auditing and accounting matters and related key risks, including:~~
	^■	~~the selection and performance of our independent registered public accounting firm;~~
	^■	~~the planned audit approach;~~
	^■	~~the nature of all audit and non-audit services to be performed;~~
	^■	~~accounting practices and policies; and~~
	^■	~~the performance of the internal audit function.~~
	~~Independence and Financial Literacy~~
	^■	The Board has determined that each member of the Audit Committee is independent as defined by the New York Stock Exchange listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines, as well as additional, heightened independence criteria under the New York Stock Exchange listing standards and SEC rules.
	^■	~~All members of the Audit Committee satisfy the NYSE’s financial literacy requirements.~~
	^■	~~The Board has determined that Ms. Adamany is an Audit Committee Financial Expert, as a result of her knowledge, abilities, education and experience.~~
~~Compensation Committee~~ ~~Committee Members~~ ~~John H. Robinson~~ ~~Kevin S. Crutchfield~~ ~~Sebastian Edwards~~ ~~Robert E. Mellor~~ ~~Number of meetings in 2016:~~ 7	~~Responsibilities~~
	^■	~~Approving, together with the other independent members of the Board, the annual compensation of our CEO.~~
	^■	~~Approving the annual compensation of the non-CEO executive officers.~~
	^■	~~Reviewing and making recommendations to the Board with respect to the compensation of the directors, our stock incentive plans and other executive benefit plans.~~
	^■	~~Oversight of risk management of our compensation programs and executive succession planning.~~
	~~Independence~~
	^■	The Board has determined that each member of the Compensation Committee is independent as defined by the New York Stock Exchange listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines, as well as additional, heightened independence criteria under the New York Stock Exchange listing standards and SEC rules.
~~Nominating and Corporate~~ ~~Governance Committee~~ ~~Committee Members~~ ~~Robert E. Mellor~~ ~~Randolph E. Gress~~ ~~John H. Robinson~~ ~~J. Kenneth Thompson~~ ~~Number of meetings in 2016:~~ 3	~~Responsibilities~~
	^■	~~Identifying and recommending to the Board nominees to serve on the Board.~~
	^■	~~Establishing and reviewing corporate governance guidelines.~~
	^■	~~Reviewing and making recommendations to the Board and oversight of risk management with respect to corporate governance matters.~~
	~~Independence~~
	^■	The Board has determined that each member of the Nominating and Corporate Governance Committee is independent as defined by the New York Stock Exchange listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines.

~~Chair~~

~~Audit Committee Financial Expert~~

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~~Environmental, Health,~~ ~~Safety and Social~~ ~~Responsibility Committee~~ ~~Committee Members~~ ~~J. Kenneth Thompson~~ ~~Linda L. Adamany~~ ~~Kevin S. Crutchfield~~ ~~Sebastian Edwards~~ ~~Number of meetings in 2016:~~ 4	~~Responsibilities~~
	~~Reviewing and reporting to the Board with respect to our efforts, results and oversight of key risks in the areas of:~~
	^■	~~environmental permitting, compliance and stewardship;~~
	^■	~~employee and contractor safety and health; and~~
	^■	~~corporate social responsibility and community relations.~~
	~~Details of our Health and Safety, Environmental and Corporate Responsibility performance and programs can be found at~~ ~~http://responsibility.coeur.com.~~
	~~Independence~~
	^■	The Board has determined that each member of the Environmental, Health, Safety and Social Responsibility Committee is independent as defined by the New York Stock Exchange listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines.
~~Executive Committee~~ ~~Committee Members~~ ~~Robert E. Mellor~~ ~~Mitchell J. Krebs~~ ~~John H. Robinson~~ ~~J. Kenneth Thompson~~ ~~Number of meetings in 2016:~~ 0	~~Responsibilities~~
	~~Acting in the place of the Board on limited matters that require action between Board meetings.~~

_Chair

~~Board Leadership and Independent Chairman~~

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

~~Mr. Robert E. Mellor serves as independent Chairman of the Board. Mr. Mitchell J. Krebs serves as President, CEO and Director.~~

The Board and Nominating and Corporate Governance Committee review the structure of Board and Company leadership as part of its annual review of the succession planning process. The Board believes that a separate Chairman and CEO, together with an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Environmental, Health, Safety and Social Responsibility Committee, each consisting entirely of independent directors, is the most appropriate leadership structure for the Board at this time.

~~Director Independence~~

The Board has determined that each of (Robert E. Mellor, Linda L. Adamany, Kevin S. Crutchfield, Sebastian Edwards, Randolph E. Gress, John H. Robinson and J. Kenneth Thompson), or all of the directors other than Mr. Krebs, President and CEO, are independent within the meaning of applicable New York Stock Exchange listing standards and rules and our independence standards, which are included as

part of our Corporate Governance Guidelines. The Board has further determined that the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Environmental, Health, Safety and Social Responsibility Committee are composed solely of independent directors and members of the Audit and Compensation Committees satisfy additional,

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heightened independence criteria applicable to members of those committees under New York Stock Exchange listing standards and SEC rules. Consequently, independent directors directly oversee such important matters as our financial statements, executive compensation, the selection and evaluation of directors and the development and implementation of our corporate governance programs and our health and safety, environmental and community relations programs and compliance.

In determining the independence of directors, the Board (with the assistance of the General Counsel and based upon the recommendation of the Nominating and Corporate Governance Committee) undertakes a rigorous annual review of the independence of all non-employee directors. Each non-employee director annually provides the Board with information regarding the director's business and other

relationships with Coeur and its affiliates, and with senior management and their affiliates, to enable the Board to evaluate the director's independence. In the course of the annual determination of the independence of directors, the Board (with the assistance of the General Counsel and based upon the recommendation of the Nominating and Corporate Governance Committee) evaluates all relevant information and materials, including any relationships between Coeur and any other company where one of our non-employee directors also serves as a director. The Board recognizes that Messrs. Mellor, Robinson and Thompson have longer tenures, but has determined each to be independent because each satisfies all applicable legal and stock exchange criteria for independence, continues to provide strong independent leadership on the Board, and effectively oversees management, driving long-term stockholder value.

~~Meetings of Non-Management Directors~~

~~Non-management members of the Board conduct regularly scheduled meetings as required without members of management being present. Robert E.~~

~~Mellor, the independent Chairman of the Board, presides over each such meeting.~~

~~Board Self-Evaluation Process and Effectiveness~~

The Board and each of its committees conduct an annual self-evaluation process to evaluate its effectiveness in fulfilling its obligations. This process involves a discussion during an in-person meeting by the Board and each committee of directors’ observations arising from questions provided in advance of the meeting as well as one-on-one meetings between Mr. Mellor, Chairman of the Board, and each director, covering the following subjects:

^■

~~Board and committee composition;~~

^■

~~organization and effectiveness of meetings and communication;~~

^■

~~effectiveness of the Board and committees in executing their responsibilities;~~

^■

~~controls and ethics of the Board and its committees; and~~

^■

~~sufficiency of the level of internal and external support provided to the Board and its committees.~~

In addition, during 2016 the Board discussed succession planning with a third party facilitator, and Mr. Mellor held self-assessment meetings with each director individually. The Board and each committee take the results of the evaluation into account when making Board nomination and committee appointment decisions.

~~Director Education and Development~~

~~Continuing education is provided for all directors through board materials and presentations, discussions with management, visits to our sites and other sources. Many of our directors also attend~~

~~programs focused on topics that are relevant to their duties as a director, including corporate governance, crisis management, executive compensation and board refreshment.~~

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~~Corporate Governance~~

~~Policy Regarding Director Nominating Process~~

The Nominating and Corporate Governance Committee has adopted a policy pursuant to which a stockholder who has owned at least 1% of our outstanding shares of common stock for at least two years may recommend a director candidate that the committee will consider when there is a vacancy on the Board either as a result of a director resignation or an increase in the size of the Board. Such recommendation must be in writing addressed to the Chairman of the Nominating and Corporate Governance Committee at our principal executive offices and must be received by the Chairman at least 120 days prior to the ~~anniversary date of the release of the prior year’s proxy statement. Although the~~

Nominating and Corporate Governance Committee has not formulated any specific minimum qualifications that it believes must be met by a nominee that the Nominating and Corporate Governance Committee recommends to the Board, the Nominating and Corporate Governance Committee will take into account the factors discussed under “Proposal No. 1: Election of Directors — Director and Nominee Experience and Qualifications” on page 12~~. The Nominating and Corporate Governance Committee would intend to evaluate a stockholder nominee according to the same criteria as a nominee from any other source.~~

~~Policy Regarding Stockholder Communications with Directors~~

~~Stockholders and other interested persons desiring to communicate with a director, the independent directors as a group or the full Board may address such communication to the attention of our~~

~~Corporate Secretary, 104 South Michigan Avenue, Suite 900, Chicago, Illinois 60603, and such communication will be forwarded to the intended recipient or recipients.~~

~~Policy Regarding Director Attendance at Annual Meetings~~

~~We have a policy that encourages directors to attend each~~ annual ~~meeting of stockholders, absent~~

meeting.

~~extraordinary circumstances. All directors attended the 2016 Annual Meeting.~~

~~Compensation Consultant Disclosure~~

The Compensation Committee has retained The POE Group Inc. (“The POE Group”) since July 2012 to provide information, analyses, and advice regarding executive and director compensation, as described below. The POE Group is a compensation consulting firm specializing in executive compensation consulting services, and reports directly to the Compensation Committee.

~~The POE Group provided the following services for the Compensation Committee during 2016:~~

^■

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

^■

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

^■

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

^■

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

^■

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

^■

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

~~At the Compensation Committee’s direction, The POE Group provided the following additional services for the Compensation Committee during 2016 and in early 2017:~~

^■

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

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~~Corporate Governance~~

^■

~~provided tally sheets detailing total compensation for 2016, equity and deferred compensation gains for 2016, and severance payouts for change in control; and~~

^■

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

~~In the course of conducting its activities, The POE Group attended all of the seven meetings of the Compensation Committee during 2016 and presented its findings and recommendations for discussion.~~

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

The POE Group reports directly to the Compensation Committee and provides no services to Coeur other than executive and non-employee director compensation consulting services at the direction of the Compensation Committee. The POE Group has no other direct or indirect business or relationships with Coeur or any of its affiliates and no current business or personal relationships with members of the Compensation Committee or our executive officers. In

addition, in its consulting agreement with the Compensation Committee, The POE Group agreed to advise the Chair of the Compensation Committee if any potential conflicts of interest arise that could cause The POE Group’s independence to be questioned, and not to undertake projects for management except at the request of the Compensation Committee Chair and as an agent for the Compensation Committee.

In March 2017, the Compensation Committee considered the following six factors with respect to The POE Group: (i) the provision of other services to Coeur by The POE Group; (ii) the amount of fees received from Coeur by The POE Group, as a percentage of the total revenue of The POE Group; (iii) the policies and procedures of The POE Group that are designed to prevent conflicts of interest; (iv) any business or personal relationship of The POE Group with a member of the Compensation Committee; (v) any Coeur stock owned by The POE Group; and (vi) any business or personal relationship of The POE Group with any of our executive officers. After considering the foregoing factors, the Compensation Committee determined that The POE Group was independent and that the work of The POE Group with the Compensation Committee for 2016 did not raise any conflict of interest.

~~Risk Oversight~~

The Board is responsible for assessing the major risks facing Coeur, including cybersecurity, commodity price volatility, public policy and regulatory changes, balance sheet management and access to capital, and reviewing options for their mitigation. In addition, the Board has delegated oversight of certain categories of risk to the Audit Committee, the Environmental, Health, Safety and Social Responsibility Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

~~Committee~~	~~Oversight Role~~
~~Audit~~	Reviews with management and the independent auditor compliance with legal and regulatory requirements, with a focus on legal and regulatory matters related to internal controls, accounting, finance and financial reporting and contingent liabilities, and discusses policies with respect to risk assessment and risk management.
~~Environmental, Health, Safety and Social Responsibility~~	~~Environmental, Health, Safety and Social Responsibility Committee reviews our compliance with environmental and safety laws and oversees community relations risk management.~~
~~Compensation~~	Responsible for recommending compensation for executive officers that includes performance-based award opportunities that promote retention and support growth and innovation without encouraging or rewarding excessive risk. For a discussion of the Compensation Committee’s assessments of compensation-related risks, see “Compensation Committee Role in Risk” below. Oversees succession planning for the CEO in conjunction with the Nominating and Corporate Governance Committee, and for other executive and key officers.
~~Nominating and Corporate Governance~~	Oversees risks related to our corporate governance, including Board and director performance, director and CEO succession, and the review of Coeur’s Corporate Governance Guidelines and other governance documents.

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

Throughout the year, the Board, the Audit Committee, the Compensation Committee, the Environmental, Health, Safety and Social Responsibility Committee and the Nominating and Corporate Governance Committee each receive

reports from management regarding major risks and exposures facing Coeur and the steps management has taken to monitor and control such risks and exposures. In addition, throughout the year, the Board, the Audit Committee, the Compensation Committee, the Environmental, Health, Safety and Social Responsibility Committee and the Nominating and Corporate Governance Committee each dedicate a portion of their meetings to reviewing and discussing specific risk topics in greater detail.

~~Compensation Committee Role in Risk~~

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

^■

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

^■

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

^■

~~the use of caps or maximum amounts on the incentive programs;~~

^■

~~the use of multiple performance metrics under our incentive plans;~~

^■

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

^■

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

^■

~~strict and effective internal controls.~~

~~In addition, Coeur has a clawback policy providing for the recovery of incentive payments to executive officers in certain circumstances, which further mitigates risk.~~

~~Compensation Committee Interlocks and Insider Participation~~

~~None of the members of the Compensation Committee during 2016 or as of the date of this proxy statement is or has been an officer or employee of Coeur, and no executive officer of Coeur served on~~

~~the compensation committee or board of any company that employed any member of the Compensation Committee or Board during that time.~~

~~Audit and Non-Audit Fees~~

Grant Thornton LLP served as our independent registered public accounting firm for the fiscal year ended 2016. KPMG LLP served as our independent registered public accounting firm for the fiscal year ended 2015. The following table presents fees for professional services rendered by Grant Thornton for 2016 and by KPMG for 2015.

2016
2015
Audit Fees⁽¹⁾
$
1,424,632

$
2,190,000

Audit-Related Fees
$
—

$
—

Tax Fees⁽²⁾
$
—

$
23,120

All-Other Fees
$
—

$
—

~~(1)~~

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

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~~(2)~~

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

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

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~~Corporate Governance~~

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

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

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

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

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~~PROPOSAL NO. 2:~~

~~RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~What am I voting on?~~	We are asking our stockholders to ratify the selection of Grant Thornton LLP as the independent auditor of our consolidated financial statements and our internal control over financial reporting for 2017
~~Vote Required:~~	~~Majority of votes cast for the action~~
~~Recommendation:~~	~~The Board recommends a vote FOR the appointment of Grant Thornton LLP.~~

The Audit Committee, which consists entirely of independent directors, is recommending approval of its appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2017. Grant Thornton LLP served as the Company’s independent registered public accounting firm for the year ended December 31, 2016.

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

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

to KPMG LLP’s satisfaction, would have caused KPMG LLP to make reference thereto in their reports on the financial statements for such years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

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

As a matter of good corporate governance, a resolution will be presented at the Annual Meeting to ratify the appointment by the Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for the year ending December 31, 2017. Representatives of Grant Thornton LLP are expected to be present at the

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~~PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC~~ ~~ACCOUNTING FIRM~~

~~Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions.~~

~~The Board has put this proposal before the stockholders because the Board believes that seeking~~

stockholder ratification of the appointment of the independent registered public accounting firm is good corporate practice. If the appointment of Grant Thornton LLP is not ratified, the Audit Committee will evaluate the basis for the stockholders’ vote when determining whether to continue the firm’s engagement.

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~~EXECUTIVE OFFICERS~~

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

Name
Age
Current Position with Coeur
Since
Joined Coeur
Mitchell J. Krebs
45
President, Chief Executive Officer and Director
2011
1995
Peter C. Mitchell
61
Senior Vice President and Chief Financial Officer
2013
2013
Frank L. Hanagarne, Jr
59
Senior Vice President and Chief Operating Officer
2013
2011
Casey M. Nault
45
Senior Vice President, General Counsel and Secretary
2015
2012
Hans J. Rasmussen
57
Senior Vice President, Exploration
2016
2013
Mark A. Spurbeck
43
Vice President, Finance
2013
2013

~~Mitchell J. Krebs, age 45~~

~~President, Chief Executive Officer and Director~~

~~Mitchell J. Krebs~~ was appointed President, Chief Executive Officer and member of the Board of Directors of Coeur Mining, Inc. in July 2011. Prior to that, Mr. Krebs served as Senior Vice President and Chief Financial Officer from March 2008 to July 2011; Treasurer from July 2008 to March 2010; Senior Vice President, Corporate Development from May 2006 to March 2008; Vice President, Corporate Development from February 2003 to May 2006. Mr. Krebs first joined Coeur in August 1995 as Manager of Acquisitions after spending two years as an investment banking analyst for PaineWebber Inc. Mr. Krebs holds a Bachelor of Science in Economics from The Wharton School at the University of Pennsylvania and a Master of Business Administration from Harvard University.

~~Peter C. Mitchell, age 61~~

~~Senior Vice President and Chief Financial Officer~~

~~Peter C. Mitchell~~ was appointed Senior Vice President and Chief Financial Officer in June 2013. Prior to joining Coeur, Mr. Mitchell served as Chief Financial Officer of Taseko Mines Limited, a Vancouver, B.C.-based mining company, starting in September 2008. In that capacity he led the financial operations of Taseko, including sourcing strategic capital to fund Taseko’s strategic growth plan. Previously, Mr. Mitchell was involved in leading and managing growth in private equity portfolio companies through acquisitions, integrations and greenfield initiatives. His roles included serving as President of Florida Career College, a for-profit college in Fort Lauderdale, Florida, from March 2008 to September 2008; President and Chief Executive Officer of Vatterott Educational Centers, Inc. in St. Louis, Missouri, a for-profit educational company, from 2002 to 2007; Vice Chairman and Chief Financial Officer of Von Hoffmann Corporation in St. Louis, a commercial and educational printing company in St. Louis, Missouri, from 1997 to 2002; Senior Vice President and Chief Financial Officer of Crown Packaging Ltd., an integrated paper packaging company in Seattle, Washington and Vancouver, B.C., from 1993 to 1997; and Vice President and Chief Financial Officer of Paperboard Industries Corporation, a packaging and container manufacturer in Toronto, from 1985 to 1993. None of these prior employers are affiliates of Coeur. Mr. Mitchell is a Chartered Professional Accountant (CPA-CA) with degrees in Economics (BA) from the University of Western Ontario and Business Administration (MBA) from the University of British Columbia.

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~~EXECUTIVE OFFICERS~~

~~Frank L. Hanagarne, Jr., age 59~~

~~Senior Vice President and Chief Operating Officer~~

~~Frank L. Hanagarne, Jr.~~ was appointed Senior Vice President and Chief Operating Officer in February 2013. Mr. Hanagarne joined Coeur as Senior Vice President and Chief Financial Officer effective October 2011. Prior to joining Coeur, Mr. Hanagarne served from September 2006 to December 2010 as Director of Corporate Development at Newmont Mining Corporation, a gold producer, and from January 2011 to September 2011 as Chief Operating Officer of Valcambi SA, a precious metal refiner in which Newmont has an equity interest. Valcambi and Newmont are not affiliates of Coeur. Over a 17-year career at Newmont, Mr. Hanagarne also served as Mill Project Superintendent from September 2004 to September 2006 and as Advisor in Corporate Health and Safety and Loss Prevention from July 2001 to September 2004. His years of service at Newmont included positions of increasing responsibility within key areas of Newmont’s operations and business functions as well as environmental, health and safety. Mr. Hanagarne has a total 30 years of industry experience in the finance, operations, and business development areas. Mr. Hanagarne holds a Master’s degree in Business Administration from the University of Nevada, Reno, and a Bachelor of Metallurgical Engineering degree from the New Mexico Institute of Mining and Technology.

~~Casey M. Nault, age 45~~

~~Senior Vice President, General Counsel and Secretary~~

~~Casey M. Nault~~ was appointed Senior Vice President, General Counsel and Secretary in January 2015. Mr. Nault was appointed as Vice President and General Counsel upon joining Coeur in April 2012 and was appointed Secretary in May 2012. Prior to joining Coeur, Mr. Nault served as a shareholder and attorney at the law firm of Graham & Dunn P.C. in Seattle, Washington from January 2009 to April 2012. Prior to joining Graham & Dunn, Mr. Nault served as First Vice President and Assistant General Counsel at Washington Mutual, Inc., formerly a financial services company, from December 2007 to January 2009 and as Director, Corporate Counsel at Starbucks Corporation from October 2003 to December 2007. Prior to joining Starbucks Corporation, Mr. Nault was an associate at Gibson, Dunn & Crutcher LLP. Mr. Nault holds a Bachelor of Arts degree from the University of Washington and a Juris Doctor from the University of Southern California Law School.

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~~EXECUTIVE OFFICERS~~

~~Hans J. Rasmussen, age 57~~

~~Senior Vice President, Exploration~~

~~Hans J. Rasmussen~~ was appointed Senior Vice President, Exploration in January 2016. Mr. Rasmussen was appointed Vice President, Exploration upon joining Coeur in September 2013. Mr. Rasmussen has many years of experience in the mining business, 16 years of which were with senior producers Newmont Mining and Kennecott/Rio Tinto; as well as serving as a consultant for senior producers such as BHP, Teck-Cominco and Quadra Mining. Since 2004, he has been an officer or served on the Board of Directors of several junior public exploration companies with gold and silver projects in Quebec, Nevada, Argentina, Chile, Colombia, Peru, and Bolivia. Mr. Rasmussen has a Master of Science in Geophysics from the University of Utah, and Bachelor of Science degrees in Geology and Physics from Southern Oregon University.

~~Mark A. Spurbeck, age 43~~

~~Vice President, Finance~~

~~Mark A. Spurbeck~~ was appointed Vice President of Finance in May 2013 and serves as Coeur’s principal accounting officer. Mr. Spurbeck came to Coeur from Newmont Mining Corporation where he served as Group Executive, Assistant Controller from July 2011 to May 2013. He previously served as Newmont’s Senior Director of Financial Reporting from July 2008 to July 2011 and Director of Accounting Research from July 2005 to July 2008. Prior to joining Newmont, Mr. Spurbeck was Director of Accounting, Payment Services at First Data Corporation. Mr. Spurbeck began his career with Deloitte & Touche LLP. Mr. Spurbeck is a Certified Public Accountant and holds a Bachelor of Arts degree from Hillsdale College.

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~~SHARE OWNERSHIP~~

The following table sets forth information, as of the close of business on February 17, 2017 (except as otherwise noted), concerning the beneficial ownership of our common stock by each beneficial holder of more than 5% of our outstanding shares of common stock, each of our current directors, each of the named executive officers listed in the Summary Compensation Table set forth below, and by all of our current directors and executive officers as a group.

Stockholder
Shares Beneficially
Owned
Percent of
Outstanding
The Vanguard Group, Inc.

20,265,795
⁽¹⁾

11.2
%
Van Eck Associates Corporation

11,214,088
⁽²⁾

6.2
%
BlackRock, Inc.

11,038,011
⁽³⁾

6.1
%
Mitchell J. Krebs

654,321
⁽⁴⁾

*
Peter C. Mitchell

251,283
⁽⁴⁾

*
Frank L. Hanagarne, Jr.

272,528
⁽⁴⁾

*
Casey M. Nault

214,355
⁽⁴⁾

*
Hans J. Rasmussen

143,326
⁽⁴⁾

*
Robert E. Mellor

112,200

*
John H. Robinson

97,035

*
Sebastian Edwards

87,755

*
J. Kenneth Thompson

86,134

*
Linda L. Adamany

81,114

*
Kevin S. Crutchfield

80,394

*
Randolph E. Gress

80,394

*
All current executive officers and directors as a group (13 persons)

2,373,110
⁽⁴⁾

1.3
%

~~Holding constitutes less than 1% of the outstanding shares on February 17, 2017 of 181,055,852.~~

~~(1)~~

As of December 31, 2016, based on information contained in a Schedule 13G/A filed on January 10, 2017, The Vanguard Group, Inc. has sole voting power over 314,269 shares, shared voting power over 30,695 shares, sole dispositive power over 19,930,781 shares and shared dispositive power over 335,014 shares. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.

~~(2)~~

As of December 31, 2016, based on information contained in a Schedule 13G/A filed on February 13, 2017, Van Eck Associates Corporation has sole voting and dispositive power over 11,214,088 shares. The shares are held within mutual funds and other client accounts managed by Van Eck Associates Corporation, one of which individually own more than 5% of the outstanding shares. The address for Van Eck Associates Corporation is 666 Third Ave. – 9^th ~~Floor, New York, NY 10017.~~

~~(3)~~

As of December 31, 2016, based on information contained in a Schedule 13G filed on January 30, 2017, Blackrock, Inc. has sole voting power over 10,659,512 shares and sole dispositive power over 11,038,011 shares. The address for Blackrock, Inc. is 55 E. 52nd St., New York, NY 10055.

~~(4)~~

Holdings include the following shares which may be acquired upon the exercise of options outstanding under the 1989/2003/2015 Long-Term Incentive Plans and exercisable within 60 days of February 17, 2017: Mitchell J. Krebs — 92,290 shares; Frank L. Hanagarne, Jr. — 26,060 shares; Casey M. Nault — 18,207 shares; Hans J. Rasmussen – 5,598 shares and all current directors and executive officers as a group — 229,732 shares.

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~~AUDIT COMMITTEE REPORT~~

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

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

The Audit Committee discussed with our independent auditors the scope, extent and procedures for the 2016 audit. Following completion of the audit, the Audit Committee met with our independent auditors, with and without management present, to discuss the results of their examinations, the cooperation received by the auditors during the audit examination, their evaluation of our internal controls over financial reporting and the overall quality of our financial reporting.

Management is primarily responsible for our financial statements, reporting process and systems of internal controls. In ensuring that management fulfilled that responsibility, the Audit Committee reviewed and discussed with management the audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Discussion topics included the quality and acceptability of the accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements, and an assessment of the work of the independent auditors.

~~The independent auditors are responsible for expressing an opinion on the conformity of the~~

audited financial statements with generally accepted accounting principles. The Audit Committee reviewed and discussed with the independent auditors their judgments as to the quality and acceptability of our accounting principles and such other matters as are required to be discussed under applicable standards of the Public Company Accounting Oversight Board. In addition, the Audit Committee received from the independent auditors written disclosures and a letter as required by applicable rules of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence, discussed with the independent auditors their independence from us and our management, and considered the compatibility of non-audit services with the auditors’ independence.

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

^■

~~there were no disagreements with management;~~

^■

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

^■

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

^■

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

^■

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

^■

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

^■

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

Based on the reviews and discussions described above, the Audit Committee recommended to the Board (and the Board subsequently approved) the inclusion of the audited financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for filing with the SEC.

~~2017 Proxy Statement~~ | 33

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~~AUDIT COMMITTEE REPORT~~

In addition, the Audit Committee selected Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017. The Board has recommended to our stockholders that they ratify and approve the selection of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.

~~The Audit Committee is also responsible for establishing procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing~~

matters, including the confidential, anonymous submission of complaints by our employees, received through established procedures, of concerns regarding questionable accounting or auditing matters. Reference is made to the Audit Committee’s charter for additional information as to the responsibilities and activities of the Audit Committee.

~~Audit Committee of the Board of Directors~~

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

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~This Compensation Discussion and Analysis (“CD&A”) describes our compensation program for the following individuals, all of whom are considered NEOs for 2016.~~

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

This CD&A describes the components of our executive compensation program, providing a discussion of our executive compensation philosophy, policies and practices and the impact of Company performance on compensation results. It also describes how and why the Compensation Committee of the Board of Directors arrived at specific 2016 executive compensation decisions and the factors the Compensation Committee considered in making those decisions.

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

~~Term~~	~~Definition~~
~~AISC~~⁽¹⁾	~~All-in sustaining costs~~
Ag	~~Silver~~
~~AgEq~~	Silver equivalent. Silver equivalence assumes a 60:1 silver to gold ratio except where noted as the ratio of average spot prices. Average spot prices for 2014 and 2016 were $19.08 and $17.14, respectively, for silver, and $1,266 and $1,251, respectively, for gold.
~~AgEqOz~~	~~Silver equivalent ounces~~
~~CAS~~⁽¹⁾	~~Costs applicable to sales~~
~~EBITDA~~	~~Earnings before interest, taxes, depreciation and amortization~~
~~FCF/free cash flow~~	~~Cash flow from operating activities, less capital expenditures and royalty payments~~
~~LTM~~	~~Last twelve months~~

~~(1)~~

~~Coeur uses CAS and AISC~~(as defined by the World Gold Council) per AgEqOz ounce to evaluate the Company’s current operating performance and life of mine performance from discovery through reclamation. We believe these measures assist investors, analysts, and other stakeholders in understanding the costs associated with producing gold and silver and assessing our operating performance and ability to generate free cash flow from operations.

~~2017 Proxy Statement~~ | 35

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Executive Summary~~

Our executive compensation program aligns with our strong pay-for-performance philosophy and ties a substantial portion of executive compensation to the achievement of annual and long-term strategic objectives. The objectives of our executive compensation program are to (i) drive performance against critical strategic goals designed to create long-term stockholder value and (ii) pay our executives at a level and in a manner that ensures

Coeur is capable of attracting, motivating and retaining top executive talent. We believe these compensation objectives will lead to achievement of our long-term strategic objectives, including lowering costs, increasing free cash flow, and increasing reserves and other measured and indicated mineralized material. Management is confident that achievement of these objectives will drive positive long-term stock performance.

~~Despite strong operational, financial and TSR~~ ~~performance in 2016, compensation actually paid~~ ~~to executives was adversely impacted by~~ ~~underperformance in three-year TSR,~~ ~~demonstrating alignment with stockholders.~~

~~Coeur’s 2016 Performance~~

Against a backdrop of improving metals prices and TSR outperformance relative to our peers, in 2016 we continued to execute on our multi-year strategic repositioning with demonstrated successful results. We made great progress strengthening our balance sheet, continuing to make operational improvements

resulting in improved efficiency, executing significant organic growth projects and generating positive high-grade exploration results under our revitalized and expanded exploration program. We believe we are well-positioned to achieve our strategic objectives and create long-term value for our stockholders.

~~2016 Objectives~~	~~2016 Result~~
~~Strengthen Operational~~ ~~Performance Through~~ ~~Continued Execution of~~ ~~Repositioning Strategy~~		~~Significant cost reductions since 2013~~
		~~2016 CAS and adjusted CAS per average spot AgEqOz~~⁽¹⁾ ~~for primary silver operations of $11.12 and $10.99, respectively, and 2016 Companywide AISC and adjusted AISC per average spot AgEqOz~~⁽¹⁾ ~~of $14.27 and $14.09, respectively, due primarily to internally generated cost reductions resulting from operational efficiencies, higher recovery rates and rationalization of outside services~~
		Invested in expected high-return initiatives at the Rochester mine in Nevada, including successful conversion drilling, resulting in increases in gold and silver reserve ounces of over 68% and 40%, respectively, at year-end 2016; extended mine life by approximately seven years; continued reductions in unit costs; stage IV leach pad expansion expected to be completed mid-year 2017; ongoing expansion into and exploration of east Rochester. 2017 production levels are expected to be higher once the new leach pad is in place.
		2016 continued the repositioning of the Palmarejo complex for strong cash flow in 2017 and beyond. Legacy open pit and underground operations were completed while underground operations at Guadalupe and Independencia steadily ramped up, reaching a mining rate of approximately 2,400 and 1,000 tons per day, respectively, as of year-end 2016. Completed processing plant upgrades in the third quarter of 2016 which are boosting recovery rates and cash flow.
		In July 2016, the 400,000-ounce minimum royalty obligation with Franco-Nevada was achieved and the new, more favorable gold stream agreement became effective, which is expected to significantly improve Palmarejo’s cash flow
		~~G&A expense declined by 10% in 2016 and has declined 47% since year-end 2013~~

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~~2016 Objectives~~	~~2016 Result~~
~~Focus on Returns-Driven,~~ ~~High Quality Growth~~		~~Production at the Palmarejo complex is expected to grow to 13.1-14.2 million AgEqOz~~⁽¹⁾ ~~in 2017, an approximately 53% increase, from 8.9 million AgEqOz~~⁽¹⁾ ~~in 2016~~
		Improved grades and plant recovery rates at Wharf contributed to full year production exceeding the high-end of Company guidance by over 9,000 gold ounces. Through year-end, Wharf had generated total free cash flow of $86.4 million since Coeur’s acquisition of Wharf for ~$99 million in February 2015
		~~Construction of the Stage IV leach pad expansion at Rochester remains on-schedule and on-budget and is expected to be commissioned in the third quarter of 2017~~
		~~Continued development of the higher-grade Jualin deposit at Kensington, which is expected to reach production late in 2017~~
		Expanded exploration program in 2016 at operating mines and two early stage exploration properties. Expensed exploration is expected to nearly double in 2017 to $23-$25 million primarily due to increased drilling at Palmarejo and La Preciosa, and an additional $11-$13 million of capital is expected to be allocated to resource conversion
		Continued focus on lower-risk, higher-probability exploration near existing infrastructure in order to identify higher-grade mineralization, which should lead to higher-margin future production and cash flow over longer mine lives
		~~Reassessing alternative development and operating plan for the La Preciosa project in Mexico~~
~~Prioritizing Balance Sheet~~ ~~Strength and Flexibility~~		Opportunistically took advantage of significantly strengthened equity valuation to complete two “at-the-market” offerings of common stock in the fourth quarter and second quarter, raising $200 million and $75 million in gross proceeds, respectively, with proceeds used to repay debt
		~~Total debt reduced by $279.5 million year-over-year, representing a reduction of over 60% of total debt since 3Q2015 and a reduction of our total debt to LTM adjusted EBITDA~~⁽¹⁾ ~~ratio to 1.0x, down from 5.5x since the third quarter of 2015. This reduction is expected to reduce annual interest expense by $25 million. During 2016, Coeur:~~
		^■ ~~repaid $190 million in outstanding principal amount of our~~ ~~Senior Notes~~ ^■ ~~repaid $99 million remaining outstanding principal of our~~ ~~secured~~ ~~term loan~~ ^■ ~~exchanged $10.8 million in outstanding principal amount of~~ ~~our Senior Notes for shares of common stock through two~~ ~~privately-negotiated agreements~~ ^■ ~~redeemed the remaining outstanding principal amount of our~~ ~~convertible senior notes~~
~~Growing Track Record of~~ ~~Delivering on Commitments~~		~~The Company met 2016 production guidance, as increased in the third quarter. The Company beat cost guidance, which was revised downward in the third quarter, on a companywide AISC per AgEqOz~~⁽¹⁾ ~~basis~~
		~~Completed $23.8 million of sales of non-core assets in 2016; additional sale of approximately $25 million of assets in Argentina was completed in the first quarter of 2017~~

~~(1)~~

~~Please see "Appendix A - Certain Additional Information" for reconciliations of GAAP to non-GAAP financial measures included in this section.~~

~~2017 Proxy Statement~~ | 37

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~2016 Executive Compensation Results Aligned with 2016 Performance and~~ ~~Stockholder Interests~~

The Compensation Committee continues to drive our pay-for-performance philosophy and is mindful that despite strong operating and financial performance and outperforming our peers in relative TSR during 2016, our stock price declined significantly in prior years driven by dramatic declines in gold and silver prices and our cost-reduction initiatives having not yet fully taken hold. Our three-year TSR performance for the period from January 1, 2014 to December 31, 2016 was negative 3% (calculated on an annualized basis using the average share prices from the fourth quarter of 2013 and the fourth quarter of 2016), at the 32nd percentile of peers. The loss of value realized by our executives from prior year equity incentive awards demonstrates the strong link between pay actually delivered and stockholder returns. More specifically:

^■

~~NEOs saw continued erosion in the value of prior year awards that vested in 2016 under our Long-Term Incentive Program (“LTIP”)~~

^■

NEOs received zero payout for performance shares granted in 2013 that would have been paid out during 2016, representing loss of approximately $900,000 in potential CEO compensation, or 66% of total LTIP grants in 2013 (based on target grant date award value)

^■

~~Realized value of 2014 LTIP awards significantly lower than grant date target value (67% reduction for CEO)~~

^■

~~Overall, 2014 performance shares covering the three-year period ended December 31, 2016 paid out at 23% of target:~~

^■

Zero payout for performance shares granted in 2014 that were tied to internal performance metrics, representing forfeiture of 50% of the total award opportunity (30% of total 2014 LTIP grant) for each executive, and $585,000 in potential CEO compensation

^■

~~46% payout for 2014 performance shares tied to three-year relative TSR performance, representing the other 50% of the total award opportunity,~~

~~reflecting relative TSR underperformance over the three-year period despite 267% one-year TSR in 2016~~

^■

Realized value of restricted stock granted to NEOs in 2013, 2014 and 2015 that vested in 2016 was significantly lower as of the 2016 vesting date than at grant date, in line with a decrease in stock price over the same period of time (81% loss in value for CEO as of the 2016 vesting date compared to grant date values)

^■

2016 LTIP target award values were reduced by 20% in 2016 compared to 2015. For the 2016 performance share award, the maximum payout for the relative TSR component was reduced to 150% (previously 200%) of target and maximum payouts continue to be capped at 100% of target if overall TSR is negative

^■

Due to continued strong achievement of internal operational goals, the Company performance component of our 2016 AIP was 111% of target. For 2016, 100% of our CEO’s AIP award was linked to Company performance. The 2016 Company performance measures were designed to complement the measures used for performance share awards in driving achievement of multi-year strategic initiatives directly aligned with the creation of long-term value for our stockholders

^■

~~Our AIP policy was updated to provide that the individual performance component for NEOs would be capped at 100% of target in any year that Company TSR is negative~~

^■

NEOs other than CEO were also rewarded under the AIP based on achievement of specific individual objectives developed for each executive at the beginning of the year (CEO’s AIP based 100% on Company performance)

^■

~~Included in 2016 compensation is a one-time payout of $2 million under our CEO’s long-term supplemental incentive opportunity entered into in 2014 and described in more detail beginning on p.~~ 46~~. This payout was tied directly to achievement of a strategically critical permitting~~ ~~and expansion initiative at the Company’s Rochester mine in Nevada. This highly complex~~

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

objective required effective coordination of permitting, government relations, capital project management, engineering, construction, operations and cash management. This goal was satisfied in September 2016 and the expansion project is well underway and expected to be completed in the third quarter of 2017. The final component under the CEO’s long-term

~~supplemental incentive opportunity was tied to outperformance of peers in relative three-year TSR, measured from 2014 to year-end 2016, which did not result in a payout to Mr. Krebs.~~

~~The realized value of our CEO’s 2014 equity grant~~ ~~was 67% lower than target grant value over the~~ ~~three-year period, demonstrating alignment with~~ ~~stockholder returns~~

~~Realized pay value based on the Company’s stock price at December 31, 2016 and including the restricted stock that vested in January 2017.~~

~~2017 Proxy Statement~~ | 39

~~TABLE OF CONTENTS~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Our Executive Compensation Practices~~

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

~~What We Do~~		~~What We Do Not Do~~
	~~Pay for performance with strong alignment of realized pay to TSR~~		~~No excise tax gross-ups, tax gross-ups on perquisites or tax gross-ups applicable to change-in-control and severance payments~~
	~~Proactive stockholder outreach with meaningful compensation program changes made based on feedback~~		~~No hedging Coeur stock~~
	~~Annual Incentive Plan metrics drive stockholder value, with rigorous goals tied to Board-approved budget~~		~~No pledging Coeur stock~~
	Majority of equity compensation in the form of performance shares with 3-year cliff vesting tied to relative TSR and rigorous value-driving internal performance metrics (23% payout for 3-year period ended 2016, zero payout previous two years)		~~No holding Coeur stock in margin accounts~~
	~~Majority of compensation “at-risk”~~		~~No employment contracts for NEOs other than CEO~~
	~~Independent compensation consultant~~		~~No re-pricing of stock options or SARs without stockholder approval~~
	~~Modest perquisites~~		~~No guaranteed bonuses for NEOs~~
	~~“Double trigger” equity acceleration upon a change-in-control~~		~~No “single trigger” cash severance based solely upon a change-in-control of the company~~
	~~Stock ownership guidelines for our directors and executive officers, including 6x base salary for CEO~~
	~~Clawback policy~~
	~~Annual stockholder “say on pay” vote~~

~~Our 2016 Executive Compensation Components~~

~~Compensation~~ ~~Component~~	~~Objective~~	~~Performance~~ ~~Based~~	~~Not-~~ ~~Performance~~ ~~Based~~	~~Value~~ ~~Linked~~ to ~~Stock~~ ~~Price~~	~~Value~~ ~~Not~~ ~~Linked~~ to ~~Stock~~ ~~Price~~
~~Base Salary~~	~~Provide a fixed base pay appropriate for position, responsibilities and experience level~~
~~Annual Incentive Plan~~	~~Drive achievement of annual Company financial and operational goals and individual executive goals (other than CEO)~~
~~Long-Term Restricted Stock~~	~~Align executive and stockholder interests; attract and retain talented executives~~
~~Internal Metric-Based Performance Shares~~	~~Align executive and stockholder interests, drive achievement of internal performance goals directly tied to the creation of long-term stockholder value, attract and retain talented executives~~
~~TSR-Based Performance Shares~~	~~Align executive and stockholder interests, drive the creation of long-term stockholder value by linking payouts to TSR relative to peers, attract and retain talented executives~~
~~Limited Benefits and Perquisites~~	~~Attract and retain talented executives through limited, competitive all-employee benefit programs~~

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~In addition, our CEO’s 2016 compensation included the following:~~

~~Compensation~~ ~~Component~~	~~Objective~~	~~Performance~~ ~~Based~~	~~Not-~~ ~~Performance~~ ~~Based~~	~~Value~~ ~~Linked~~ to ~~Stock~~ ~~Price~~	~~Value~~ ~~Not~~ ~~Linked~~ to ~~Stock~~ ~~Price~~
~~CEO Supplemental Incentive Plan~~	~~Drive achievement of multi-year Company financial and operational goals and relative TSR~~

~~2017 Proxy Statement~~ | 41

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Stockholder Outreach~~

At our 2016 Annual Meeting, we received support from 81.5% of votes cast on the Company’s say on pay proposal, up from 65% in 2015. We believe this stronger support was the result of increased stockholder outreach efforts, above-target execution of our multi-year strategic transformation of the Company during 2015, support and understanding by our stockholders of how our executive compensation practices are aligned with the creation of long-term stockholder value, and important changes to our executive compensation practices made by the Compensation Committee to address concerns communicated by our stockholders in 2015 and 2016. These changes include variable rather than fixed 2016 LTIP grants and significantly reduced 2016 LTIP awards compared to 2015 and prior years; CEO base salary remaining the same in 2016 for the third year in a row; and our CEO’s 2016 AIP award being based 100% on Company performance.

During 2016, we proactively reached out to stockholders representing 45% of our aggregate outstanding shares (as of June 30, 2016) and engaged with all who responded to our invitation to discuss corporate governance, executive compensation and other matters. Also in 2016, we conducted activities and events such as analyst meetings, investor conferences, and the 2016 Annual Stockholders’ Meeting. In total in 2016, management conducted 20 presentations, held 137 one-on-one meetings with investors, and hosted 22 conference calls with investors allowing for questions and answers with management, 4 of which also included analysts. The following is a summary of the feedback we received from stockholders in 2015 and 2016 and executive compensation changes resulting from our outreach efforts.

~~Stockholder Feedback~~	~~Response/Changes to Executive Compensation~~
~~Ensure strong pay-for-performance~~ ~~alignment~~		^■	~~Executives are compensated both for (i) achieving objectives directly tied to creation of long-term stockholder value and (ii) strong relative TSR performance~~
		^■	NEOs received zero payout for performance shares granted in both 2012 and 2013 under the LTIP, representing forfeiture of an aggregate of $1.3 million in potential CEO compensation, or 38% of total LTIP grants in 2012 and 2013 (based on target grant date award value). Reflects relative TSR underperformance and the impact of sharp declines in gold and silver prices on internal performance metrics
		^■	Overall payout of 23% of target for 2014 performance shares covering the three-year period ended December 31, 2016. Zero payout of 50% of performance shares granted in 2014 that were tied to internal performance metrics, representing forfeiture of $584,997 in potential CEO compensation, or 30% of total 2014 LTIP grant; payout for 50% of 2014 performance shares tied to three-year relative TSR performance was 46% of target grant date award value, reflecting relative TSR underperformance
		^■	~~Realized value of 2014 LTIP awards significantly lower than grant date target value (67% reduction for CEO at December 31, 2016 and including the restricted stock that vested in January 2017)~~
		^■	2016 LTIP target award values reduced by 20%. For performance shares, reduced maximum payout for relative TSR component to 150% (previously 200%) and continued to cap maximum payouts at 100% if overall TSR is negative

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Stockholder Feedback~~	~~Response/Changes to Executive Compensation~~
~~Target compensation at 50~~^th~~-75~~^th~~percentile of peer group~~		^■	~~2016 CEO base salary the same for the third consecutive year and below median of peer group~~
		^■	AIP and LTIP target award values set at or above the median of our peer group, but generally below the 75th percentile of the peer group, to encourage and reward performance that drives stockholder value and retain top-level executive talent
~~AIP and LTIP performance metrics~~ ~~should encourage long-term~~ ~~performance~~		^■	~~In 2016, strong operational performance led to achievement of annual goals that drive long-term stockholder value~~
		^■	LTIP metrics designed to advance long-term stockholder value by rewarding executives for outperforming peers on TSR and increasing operating cash flow and reserves and measured and indicated mineralized material per share
		^■	AIP metrics reward meeting or beating budget for (i) production, (ii) operating cash flow, and (iii) costs, and (iv) strong safety and environmental performance, all of which tie to long-term value creation for stockholders
		^■	~~CEO 2016 AIP award based 100% on Company performance, to further align CEO compensation with Company performance~~
~~Performance goal targets should not be~~ ~~reduced, and positive discretion on~~ ~~performance relative to goals should~~ ~~not be exercised~~		^■	~~No reduction in targets or exercise of positive discretion in 2016~~
~~Individual performance ratings for~~ ~~executives under the AIP should not~~ ~~exceed 100% when annual TSR is~~ ~~negative~~		^■	~~Company TSR was 267% in 2016.~~
		^■	~~Individual performance ratings were below 100% in 2015 due to negative TSR~~
~~Update peer group to make it as~~ ~~relevant as possible~~		^■	Our 2016 peer group was updated to increase the proportion of precious metals mining companies to 70% of the peer group (from 55% in 2015). For 2016 we added OceanaGold Corp., Primero Mining Corp., Tahoe Resources Inc., and for purposes of comparing relative TSR performance only, Newmont Mining Corp.
		^■	Our 2017 peer group was further expanded to provide greater relevance for compensation and relative TSR comparisons and further increase the proportion of precious metals mining companies. For 2017 we added precious metals peers IAMGOLD Corporation, B2Gold Corp. and Royal Gold Inc., and U.S. metals and mining peers, Century Aluminum Company, TimkenSteel Corporation and U.S. Silica Holdings, Inc. and removed Globe Specialty Metals, which was acquired, and A.M. Castle and Golden Star Resources due to significant differences in market capitalization compared to Coeur.
~~Disclose specific goal targets for~~ ~~performance shares tied to internal~~ ~~metrics~~		^■	~~Specific goal targets for performance shares tied to internal metrics awarded in 2016 are disclosed in this CD&A~~
~~Clarify the goals under the CEO~~ ~~supplemental incentive plan and their~~ ~~link to creating stockholder value~~	~~Please refer to the discussion of the CEO supplemental incentive opportunity on p.~~ 46.

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~2014−2016 Executive Compensation Results~~

~~Realized and Realizable Pay for CEO: 2014 through~~ ~~2016~~

~~The Summary Compensation Table (“SCT”) on page~~ 69 illustrates the target value of executive pay at the beginning of a year or time period but does not account for the final payout of performance shares, if any, or the effect of a changing stock price on the value of restricted stock. Since awards under the Company’s LTIP do not fully vest until after three years, it can be difficult to assess the link between pay and performance by reviewing the SCT alone. For that reason, we also analyze both realized and realizable pay. Realized pay demonstrates the ~~actual~~ ~~impact on executive pay of changes in our share price during the performance period, and realizable pay measures the compensation value that~~ ~~could~~ ~~be realized by executives over a given time period, taking into account the change in Company stock price during that time.~~

Realized pay measures the value of compensation received by an individual over a given time period measured as of the dates it is received. Shares of restricted stock that vest during the applicable time period are valued at the date of vesting, and performance shares are valued at the date of payout, if any. Realizable pay represents a snapshot of the value of compensation (measured at the end of the time period) awarded to an individual during the applicable period of time, including components of compensation that are unvested or unearned as of the end of the period. Realizable pay therefore provides a view of potential compensation and its link to performance. Measures of realizable pay assume target payout of performance shares, and value unvested restricted stock and unearned performance shares as of the last date of the applicable period, in this case December 31, 2016. Performance shares may ultimately pay out at below target or not at all, and the value of unvested restricted shares will vary based on our stock price.

The graph below illustrates three-year SCT (“SCT Pay”) total compensation compared to three-year realized total compensation and three-year realizable total compensation for our CEO for the 2014-2016 period. The graph illustrates no differences between the comparisons for salary, cash incentives, or other annual compensation, as these compensation components are paid in cash. However, the difference between long-term compensation values is significant. In the realized pay calculation, the value

of restricted stock awarded in prior years and vesting in 2014, 2015 and 2016 was significantly eroded by a sharp decrease in the Company’s share price from the second half of 2012 to early 2016, caused primarily by weakened metals prices and our historical high cost structure which we have now significantly improved. There was zero payout for performance shares in 2016 and 2015 for the 2013-2015 and 2012-2014 performance periods, respectively, due to poor TSR performance, partially offset by the payout in 2014 of TSR-based performance shares for the 2011-2013 performance period.

By comparison, the increase in realizable pay is evidence of the strong performance by management in executing a multi-year strategic transformation of the Company as well as strong TSR and improving metals prices in 2016. The success of this transformation, through achievement of the objectives discussed above, has led to industry-leading cost reductions, increased metals production, identification of higher grade mineral deposits, and a strengthened balance sheet which, in concert with a moderate recovery in metals prices in 2016, resulted in 267% TSR for 2016. Since a high proportion of our CEO’s compensation is in the form of equity to align the interests of our CEO with our stockholders, the appreciation in value of our stock in 2016 led to a corresponding increase in the value of restricted shares and performance shares granted to our CEO during the 2014-2016 performance period. The Compensation Committee views such appreciation of evidence that our compensation program is effectively linking superior operational performance and stock price performance with increases in the realizable value of compensation.

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

^■

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

^■

Realized pay 39% lower than SCT Pay, demonstrating alignment with stockholders during a period of time when our stock price declined significantly due primarily to a substantial decline in gold and silver prices; and

^■

~~Realizable pay that reflects the alignment of our compensation program with stockholder returns against the backdrop of 267% one-year TSR in 2016.~~

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“Cash Incentives” includes an aggregate of $3,000,000 earned under Mr. Krebs’s supplemental incentive opportunity entered into in 2014 and tied to multi-year performance objectives described in more detail in this CD&A on page 46.

~~Three Year NEO Realized Pay~~

Average NEO realized compensation over the three-year period ended December 31, 2016 was significantly lower than SCT Pay over the same period, and the average value of NEO realizable compensation over the three-year period from 2014-2016 measured as of December 31, 2016 increased

demonstrating alignment with stockholder returns against the backdrop of 267% one-year TSR in 2016. The decrease in NEO realized compensation and increase in NEO realizable compensation were impacted by the same factors as the CEO and discussed above other than the CEO supplemental incentive opportunity.

~~2017 Proxy Statement~~ | 45

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Payment of Final Component under CEO Supplemental Incentive~~ ~~Opportunity~~

On July 30, 2014, the Board granted to our CEO a supplemental incentive compensation opportunity. The supplemental incentive provided Mr. Krebs the opportunity to earn up to $3.75 million in supplemental incentive compensation primarily for achievement of two multi-year strategic performance components and outperforming peers in relative TSR. Payouts generally required Mr. Krebs’s continued employment with Coeur, in addition to meeting the performance goals. The Board awarded Mr. Krebs the supplemental incentive opportunity for retention purposes and to drive performance against critical long-term strategic objectives; specifically, (1) operating cost reductions, (2) timely expansion of our Rochester mine and (3) outperforming peers on a relative TSR basis over the same time periods for components 1 and 2. These components directly align with our strategy and compensation philosophy.

The Board viewed it as critical to retain Mr. Krebs through the duration of our multi-year strategic plan to transform the Company to being a higher margin, lower cost, higher free cash flow precious metals mining company. This transformation has been underway since shortly after Mr. Krebs became CEO in 2011, at which time our mines were generating strong cash flow in a very high gold and silver price environment, but were among the highest cost mines in the industry and had comparatively limited projected mine lives based on reserves. We are now seeing the impact of the strategic transformation led by Mr. Krebs with the support of our Board on our operating results.

This underscores the importance of maintaining continuity of CEO leadership and as we continue to execute our strategy to transform the Company to higher grades, lower unit costs, and higher margins and free cash flow.

~~As more fully discussed on pages~~ 40 ~~and~~ ~~44,~~ our pay-for-performance philosophy and allocation of a majority of CEO compensation to equity incentive awards also means that Mr. Krebs’s realized pay has materially declined in prior years due to performance shares not being earned and the erosion of value of other prior equity awards due mostly to lower precious metals prices from 2013-2016. Mr. Krebs is a relatively young and well-educated chief executive who is highly marketable both in our headquarters location of Chicago and elsewhere. Given the erosion in value of unvested prior equity awards, the Board viewed it as critical to provide

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

Mr. Krebs with multi-year incentives meaningful enough to keep him from pursuing other opportunities. In addition, since Mr. Krebs has relocated the Company’s headquarters and largely reconstituted the entire executive team and a majority of the corporate and mine management staff, we believe his departure likely would lead to the departures of other executives and key management critical to the achievement of our long-term strategy.

At year-end 2015, Mr. Krebs achieved the first component through the Company’s industry-leading cost reductions (which exceeded the objective 5% goal), and accordingly received the related $1 million payout. Mr. Krebs forfeited the potential $250,000 payout for the portion of component 3 that was related to component 1 since our TSR was below the median of our peers over the performance period.

Mr. Krebs was eligible to earn the remaining $2 million under this opportunity based on achievement by December 31, 2016 of a strategically critical permitting and expansion initiative at the Company’s Rochester Mine in Nevada, its second largest mine in terms of 2016 production. Achieving this objective was highly complex and required effective coordination of permitting, government relations, capital project management, engineering, construction, operations, and cash management. Mr. Krebs was also eligible to earn an additional $500,000 for outperformance of peers in relative TSR over a three-year period, measured at year-end 2016. As of December 31, 2016, the supplemental incentive opportunity had ended.

Component
Results
2016 Payout
Receipt of permits and commencement of site physical site preparation for construction of significant new leach pad capacity at Rochester (“Component 2”)
Achieved
$
2,000,000

If Component 2 achieved, outperformance of the median of our TSR peer group on a relative TSR basis over the same performance period (opportunity for up to $500,000 payout)
Not Achieved – Coeur performed in the 32nd percentile of the peer group (performance ranked 8th out of 13 peers)

none

~~Payment under Special Incentive Opportunity for Senior Vice President,~~ ~~Exploration~~

In 2016, Mr. Rasmussen was granted a special incentive opportunity to receive a $100,000 payment for 2016. The special incentive opportunity was granted to Mr. Rasmussen prior to his appointment as an executive officer of the Company. The opportunity was tied to achievement of a goal to add at least 50 million silver equivalent ounces of total resources across all resource categories at or above current resource grade during 2016 on a gross basis (i.e., not net of mining depletion) (See Appendix A - Reserves, Resources and Mineralized Material). This special incentive was intended to tie a meaningful portion of Mr. Rasmussen’s incentive opportunity to the Company’s strategic objective to expand its exploration program. In particular, in recognition of limited exploration spending in prior years due to lower metals prices and execution of the Company’s strategic repositioning, the Company determined that this incentive opportunity was appropriate in 2016 as we placed renewed emphasis on discovering new, higher-grade material located near existing infrastructure, with the potential of increasing future production and cash flow, reducing costs and extending mine lives. Following year-end 2016, the Company determined the goal was not achieved, and therefore Mr. Rasmussen was not entitled to receive a payout under the special incentive opportunity.

~~2017 Proxy Statement~~ | 47

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Compensation Objectives and Principles~~

~~The primary objective of our executive compensation program is to drive performance against critical strategic goals designed to create long-term stockholder value.~~

The second objective is to pay our executives at a level and in a manner that ensures Coeur is capable of attracting, motivating and retaining our high-level talent. Attraction and retention of executive talent is a significant factor in many of the compensation decisions discussed below.

~~Principles of Executive Compensation Program~~

In order to meet these compensation objectives in the design and governance of compensation programs for our executive officers, including the NEOs, the Compensation Committee is guided by the view that compensation at Coeur should be:

~~Performance-based~~	^■	~~Reward both Companywide results and individual performance~~
	^■	~~Focus on objectives that are tied to the creation of long-term stockholder value and directly under the control of executives~~
	^■	~~77% of the CEO’s 2016 total direct compensation~~⁽¹⁾ is not fixed but is variable and “at risk” and is earned based on achievement of performance goals tied to the creation of long-term stockholder value and/or tied to the market value of Coeur stock
~~Market-competitive~~	^■	~~Benchmark compensation levels to companies in the precious metals and mining industries and other US metals companies~~
~~Market-competitive~~	^■	~~Target total direct compensation at the market median with the opportunity to achieve superior performance-based compensation with outstanding performance~~
~~Aligned with Stockholders~~	^■	~~High percentage of total compensation in the form of stock-based awards~~
		^■	~~majority are performance shares that vest only if objective, three-year performance goals directly tied to the creation of long-term stockholder value are achieved~~
	^■	~~Award values actually realized by executives depend on Company performance and the market price of Coeur stock, thus aligning executive and stockholder interests~~
	^■	~~Despite continued operational successes, Compensation Committee significantly reduced 2016 target equity award values in light of negative TSR in 2015~~
~~Transparent~~	^■	~~Clear communication of performance goals and the incentive pay programs used to reward achievement of these results~~
~~Transparent~~	^■	~~Clear disclosure of compensation philosophy and rationale for programs~~

~~(1)~~

~~Total direct compensation is composed of annual base salary, target annual cash incentive opportunity and target annual long-term equity incentive award value.~~

~~Determining Executive Compensation~~

~~We support our compensation objectives and principles through a number of policies and processes during our annual compensation decision-making process.~~

~~Pay Mix:~~ In determining the mix of compensation components and the value of each component for each of our NEOs, the Compensation Committee takes into account the executive’s role, the competitive market, individual and Company performance and internal equity. Details of the various programs and how they support the overall business strategy are

outlined below in “Compensation Components.” Consistent with a performance-based philosophy, our compensation program emphasizes pay at risk. The percentage of an executive’s compensation opportunity that is at risk or variable instead of fixed is based primarily on the executive’s role at Coeur. Executives who are in a greater position to directly influence our overall performance have a larger portion of their pay at risk through short- and long-term incentive programs compared to other executives. The CEO has more pay at risk than the other NEOs, consistent with the competitive market.

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~~Our mix of target total direct compensation elements in 2016 is detailed below.~~

Named Executive Officer
Variable and “At Risk” Compensation
(as a % of Total Direct Compensation)
Fixed Compensation
(as a % of Total Direct
Compensation)
Long-Term Equity Incentives
Annual Incentives⁽¹⁾
Total Variable
Base Salary
CEO
54%
23%
77%
23%
Other NEOs (average)
53%
19%
72%
28%

~~(1)~~

The multi-year CEO supplemental incentive opportunity and the special incentive opportunity granted to Mr. Rasmussen are not reflected in the CEO graph or NEO graph, respectively, because neither is part of regular annual total direct compensation; if they were, the proportion of CEO compensation and NEO (average) compensation that are variable and “at risk” would increase. Mr. Krebs’s multi-year supplemental incentive plan and Mr. Rasmussen's special incentive opportunity are more fully explained on pages 46 ~~and~~ ~~47,~~ ~~respectively.~~

The pay mix we targeted in 2016 was heavily performance-based, with modest salaries and benefits relative to market data. For the CEO, 33% of total direct compensation was in the form of performance shares, and 23% was linked to annual incentives tied to Company performance goals.

~~In addition, another 22% of 2016 CEO total direct compensation was variable and at risk in the form of time-vested restricted stock.~~

~~Competitive Market Assessment:~~ The Compensation Committee annually reviews the compensation of executives relative to the competitive market, based on assessments prepared by its independent compensation consultant. This review typically takes place in the second half of the calendar year after proxy data for the most recent year is available. The consultant’s assessment is prepared in advance of the Compensation Committee meeting, and includes an evaluation of base salary, annual and long-term incentive opportunities and practices, and overall total compensation practices. In preparing this assessment, the compensation consultant analyzes publicly disclosed compensation data from a peer group of precious metals, base metals and mineral mining companies (see “Peer Groups” below). The

consultant also uses specific industry surveys as a supplement to proxy research. Management, together with the Compensation Committee’s compensation consultant, assists the Committee by providing data, analyses and recommendations regarding the Company’s executive compensation practices and policies.

~~Peer Groups:~~ The Compensation Committee establishes peer groups to help make executive pay decisions and to measure TSR against our competitors. As a member of the precious metals mining industry, we compete for executive talent with other precious metals mining companies, as well as with base metal and mineral mining companies and, for some executives, companies in unrelated industries. Precious metals firms of comparable size and complexity are few — therefore, the Compensation Committee takes a balanced approach in its peer group selection, drawing peers from two general categories with revenues generally between 0.4 and 2.5 times our revenues:

^■

~~Precious Metals and Mining Peer Group~~~~: Consisting entirely of precious metals and mining companies, and a mix of U.S and Canadian companies.~~

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^■

~~U.S. Metals and Mining Companies~~: Consisting of U.S. companies, primarily diversified metals and mining companies, with the intent of a better benchmark for U.S. company compensation and also better reflecting a peer group that we believe would be used by leading proxy advisory firms.

~~2016 Peer Group~~

For 2016, the Compensation Committee considered how best to structure peer groups for both relative TSR performance (discussed below in the section “Performance Shares”) and compensation benchmarking. The most relevant companies for comparing relative TSR performance continue to be predominately Canadian. However, we believe a broader group of peers, including similarly sized U.S. Metals and Mining companies, is more relevant for compensation benchmarking purposes. Our 2016 peer

group was updated to increase the proportion of precious metals mining companies to 70% of the peer group (from 55% in 2015). For 2016 we added OceanaGold Corp., Primero Mining Corp., Tahoe Resources Inc., and for purposes of comparing relative TSR performance only, Newmont Mining Corp. For 2016 we removed: (i) Carpenter Technology Corp. and Century Aluminum Co. because they were not as relevant in late 2015 when the peer group was reviewed in terms of industry or revenue and market capitalization, (ii) Aurico Gold Inc. and RTI International Metals Inc. because they were acquired by other companies (Aurico by Alamos Gold, which remains in our peer group), and (iii) Allied Nevada Gold because it went through bankruptcy and is therefore less relevant as a peer. Accordingly, for 2016 the Compensation Committee identified the peer group below, with revenue and market capitalization statistics presented as of the most recently issued proxy statements (or Canadian equivalents):

2016 Peer Company
Revenue*
($ millions)
Market Cap*
($ millions)
Corporate
Headquarters
Industry
Agnico-Eagle Mines Ltd.
$
1,985

$
5,714

Canada
Precious Metals & Mining
Suncoke Energy, Inc.
$
1,363

$
222

US
Steel
Kaiser Aluminum Corp.
$
1,392

$
1,484

US
Aluminum
Compass Minerals International Inc.
$
1,099

$
2,537

US
Diversified Metals & Mining
Materion Corp.
$
1,025

$
560

US
Diversified Metals & Mining
A.M. Castle & Co.
$
771

$
37

US
Steel
Stillwater Mining Co.
$
726

$
1,037

US
Diversified Metals & Mining
Centerra Gold
$
624

$
1,222

Canada
Precious Metals & Mining
Globe Specialty Metals Inc.
$
801

$
1,305

US
Diversified Metals & Mining
Pan American Silver Corp.
$
675

$
1,070

Canada
Precious Metals & Mining
New Gold Inc.
$
713

$
1,284

Canada
Precious Metals & Mining
Hecla Mining Co.
$
444

$
715

US
Precious Metals & Mining
Hochschild Mining
$
469

$
952

UK
Precious Metals & Mining
Golden Star Resources Ltd.
$
255

$
48

Canada
Precious Metals & Mining
Silver Standard Resources
$
375

$
453

Canada
Precious Metals & Mining
First Majestic Silver Corp.
$
219

$
549

Canada
Precious Metals & Mining
Alamos Gold Inc.
$
355

$
911

Canada
Precious Metals & Mining
OceanaGold Corporation
$
508

$
1,247

Australia
Precious Metals & Mining
Primero Mining Corp.
$
291

$
397

Canada
Precious Metals & Mining
Tahoe Resources Inc.
$
520

$
2,130

US
Precious Metals & Mining
Median:
$
649

$
994
⁽¹⁾

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

Industry
Coeur Mining, Inc.
$
646

$
375
⁽¹⁾
US
Precious Metals & Mining

~~As publicly disclosed as of the date of filing of each company’s proxy statement or home country equivalent filed in 2016.~~

~~(1)~~

The median market capitalization for the 2016 peer group and Coeur Mining, Inc., as of December 31, 2016, was $1,586 million and $1,645 million, respectively, demonstrating Coeur’s outperformance of peers in one-year TSR and bringing Coeur back in line with the peer median.

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

For 2016, as in recent years, the Compensation Committee determined that it would use a subset of the full peer group consisting of Precious Metals and Mining companies shown in the table below for TSR benchmarking, which the Compensation Committee believes represents the most relevant industry peer group for measuring relative TSR for purposes of performance share awards since our stock price is not

impacted by the same market forces as the stock of producers of steel, aluminum and other commodities included in the full 2016 peer group. The TSR peer group is composed of other precious metals mining companies which, like Coeur, see their stock prices significantly impacted by changes in prices of gold and silver.

2016 TSR Peer Company
Revenue*
($ millions)
Market Cap*
($ millions)
Corporate Headquarters
Agnico-Eagle Mines Ltd.
$
1,985

$
5,714

Canada
Alamos Gold Inc.
$
355

$
911

Canada
Centerra Gold
$
624

$
1,222

Canada
First Majestic Silver Corp.
$
219

$
549

Canada
Hecla Mining Co.
$
444

$
715

US
Hochschild Mining
$
469

$
952

UK
New Gold Inc.
$
713

$
1,284

Canada
Newmont Mining Corp.
$
726

$
2,170

US
OceanaGold
$
508

$
1,247

Australia
Pan American Silver Corp.
$
675

$
1,070

Canada
Primero Mining Corp.
$
291

$
397

Canada
Silver Standard
$
375

$
453

Canada
Stillwater Mining Co.
$
726

$
1,037

US
Tahoe Resources Inc.
$
520

$
2,130

US
Median:
$
514

$
1,054
⁽¹⁾

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

Coeur Mining, Inc.
$
646

$
375
⁽¹⁾
US

~~As publicly disclosed as of the date of filing of each company’s proxy statement or home country equivalent filed in 2016.~~

~~(1)~~

The median market capitalization for the 2016 TSR peer group and Coeur Mining, Inc., as of December 31, 2016, was $1,823 million and $1,645 million, respectively, demonstrating Coeur’s outperformance of peers in one-year TSR and bringing Coeur back in line with the peer median.

~~2017 Peer Group: Enhanced Relevance~~

Our 2017 peer group was further expanded to provide greater relevance for compensation and relative TSR comparisons and increase the proportion of precious metals mining companies to 71%. For 2017 we added precious metals peers IAMGOLD Corporation, B2Gold Corp., and Royal Gold Inc., and U.S. metals and mining peers Century Aluminum Company, TimkenSteel Corporation and U.S. Silica Holdings, Inc. and removed Globe Specialty Metals, which was acquired, and A.M. Castle and Golden Star Resources due to decreased relevance tied to significantly smaller market capitalization and revenues compared to Coeur.

The Compensation Committee continues to include a balanced mix of similarly-sized precious metals mining companies, most of which are based outside of the U.S., and U.S. metals and mining firms (which include diversified metals and mining companies like steel and aluminum producers) to provide U.S. company compensation benchmarks and better reflect peers we believe leading proxy advisory firms would use. We continue to use only the precious metals mining companies to measure relative TSR for performance share purposes.

~~2017 Proxy Statement~~ | 51

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Compensation Components~~

In 2016, our executive compensation program was designed so that performance-based pay was the majority of total direct compensation in support of our principle of aligning pay with Company performance.

~~Compensation~~ ~~Component~~	~~Objective~~			~~Key Features~~			~~Value Linked to~~ ~~Stock Price~~
~~Base salary~~		^■	~~Provide a fixed base pay for performance of core job responsibilities~~		^■	~~Initial levels and annual adjustments are based on positioning relative to the market and experience of the executive~~	No
		^■	~~Attract and retain highly skilled individuals~~				No
~~Annual incentives~~		^■	~~Performance-based~~		^■	~~Cash payments based on Company and individual performance, with a high percentage weighted on Company performance~~	~~No (except if TSR is negative in any calendar year)~~
		^■	~~Drive achievement of annual Company financial and operational goals and individual executive goals~~				~~No (except if TSR is negative in any calendar year)~~
~~Long-term equity incentives~~		^■	~~Performance-based~~		^■	~~Mix of 60% performance shares and 40% time-vesting restricted stock~~	~~Yes~~
		^■	~~Align executive and stockholder interests, drive the creation of long-term stockholder value, attract and retain talented executives~~		^■	~~Restricted stock vests ratably over three years~~
					^■	Performance shares cliff-vest after a three-year performance period, based on relative TSR, growth in reserves and measured and indicated mineralized material per share, and growth in operating cash flow per share
~~Benefits and perquisites~~		^■	~~Attract and retain talented executives through competitive all-employee benefit programs~~		^■	~~Participation in benefit plans on same terms as all employees~~	No
					^■	~~Limited perquisites~~

~~In addition, in 2016 our CEO was eligible for payouts under a supplemental incentive plan, as more fully discussed on page~~ 46.

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~2016 NEO Performance & Compensation~~

Set forth below is a summary of the regular annual components of 2016 total direct compensation for each NEO as determined based on the compensation components discussed above and 2016 Company performance.

Variable Compensation
Fixed Compensation
Named Executive Officer
Long-Term Equity
Incentives
Annual
Incentives
Total
Variable
Base Salary
Mitchell J. Krebs, President, Chief Executive Officer & Director
$
1,560,000

$
721,500
⁽¹⁾
$
2,281,500

$
650,000

Peter C. Mitchell, Senior Vice President & Chief Financial Officer
$
720,000

$
341,400

$
1,061,400

$
400,000

Frank L. Hanagarne, Jr. Senior Vice President & Chief Operating Officer
$
720,000

$
332,400

$
1,052,400

$
400,000

Casey M. Nault, Senior Vice President, General Counsel & Secretary
$
487,500

$
308,813

$
796,313

$
370,833

Hans J. Rasmussen, Senior Vice President, Exploration
$
412,500

$
162,165

$
574,665

$
285,000

~~(1)~~

In addition, in 2016 Mr. Krebs received a $2 million one-time payout for the second component of a multi-year supplemental incentive compensation opportunity entered into in 2014, which is described in more detail on page 46.

~~Base Salary~~

The Compensation Committee approved the following base salaries for 2016, with Mr. Nault receiving an increase to reflect additional responsibilities added in 2016, including greater Board and Committee engagement and relations. Base salaries for all other NEOs remained unchanged compared with 2015 base salaries.

Named Executive Officer
2015
Base Salary
2016
Base Salary
Percentage
Increase
Mitchell J. Krebs, President, Chief Executive Officer & Director
$
650,000

$
650,000

0.0
%
Peter C. Mitchell, Senior Vice President & Chief Financial Officer
$
400,000

$
400,000

0.0
%
Frank L. Hanagarne, Jr. Senior Vice President & Chief Operating Officer
$
400,000

$
400,000

0.0
%
Casey M. Nault, Senior Vice President, General Counsel & Secretary
$
325,000

$
370,833
⁽¹⁾

14.1
%
Hans J. Rasmussen, Senior Vice President, Exploration
N/A⁽²⁾
$
285,000

N/A

~~(1)~~

Mr. Nault’s base salary was increased to $375,000 during the first quarter of 2016 to account for a broader scope of job responsibilities. As a result, Mr. Nault received $370,838 in base salary during 2016.

~~(2)~~

~~Mr. Rasmussen was not a NEO prior to 2016.~~

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Below is a table showing the 2016 base salary for each NEO compared to the most recent available peer group data.~~

~~Base salaries for NEOs competitive with market~~ ~~taking into account individual executive experience~~ ~~and scope of responsibilities~~

2015 Market Range
Named Executive Officer
2016
Base Salary
50th
Percentile
75th
Percentile
Mitchell J. Krebs
$
650,000

$
627,500

759,050

Peter C. Mitchell
$
400,000

$
325,070

409,463

Frank L. Hanagarne, Jr.
$
400,000

$
380,000

443,799

Casey M. Nault
$
370,833

$
340,000

375,000

Hans J. Rasmussen
$
285,000

$
275,000

350,000

~~Annual Incentive Plan~~

Our annual incentive plan is designed to drive creation of stockholder value through achievement of annual financial and operational goals. We also reward executives other than the CEO for the achievement of individual goals within their functional areas and that relate to improving the culture and strategy of the business.

~~AIP Target Opportunities:~~ ~~Under our AIP, each executive has a target award opportunity expressed as a percentage of base salary established at the~~

beginning of each year. The target award opportunities are determined based on our peer group, desired market positioning, the individual executive’s position, organization level, scope of responsibility and ability to impact our performance. AIP award opportunities in 2016 were targeted at the stated positioning of between the 50^th ~~and 75~~^th percentile, in support of our philosophy of modest fixed pay relative to market data and opportunities for at or above market pay delivered for superior performance. The table below shows targets for 2016:

~~2016 AIP: AIP target %’s generally in line with~~ or ~~below~~ ~~median~~

2016 Target AIP
Opportunity
(% of Salary)
2016 Market Range
Named Executive Officer
50^thPercentile
75^th
Percentile
Mitchell J. Krebs

100
%

105
%

125
%
Peter C. Mitchell

75
%

70
%

79
%
Frank L. Hanagarne, Jr.

75
%

75
%

80
%
Casey M. Nault

75
%

60
%

65
%
Hans J. Rasmussen

50
%

60
%

75
%

Actual awards can range from 0% to nearly 200% of the target award, based on our Company performance relative to corporate AIP objectives and each individual executive relative to individual goals. Our AIP policy provides that individual performance for NEOs will be capped at 100% in any year that Company TSR is negative.

~~2016 Company AIP Performance Measures and~~ ~~Weights:~~

The 2016 AIP corporate performance measures complement the measures used for performance share awards in driving achievement of multi-year strategic initiatives directly aligned to the creation of long-term value for our stockholders. The

~~Compensation Committee selected these metrics based on the following considerations and objectives:~~

^■

~~Provide alignment with our business objectives and strategic priorities;~~

^■

~~Provide transparency to investors and executives;~~

^■

~~Balance production growth and profitability;~~

^■

~~Balance financial and operational performance; and~~

^■

~~Emphasize the importance of safe and environmentally responsible operations.~~

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~For 2016, the AIP metrics were as follows:~~

Measure
Weight
Minimum⁽¹⁾
Target⁽²⁾
Maximum⁽³⁾
Silver Equivalent Production (ounces)⁽⁴⁾
25%
≥90% of Target
36.6M
≥110% of Target
Adjusted AISC Per Silver Equivalent Ounce⁽⁴⁾
30%
≤115% of Target
$16.54
≤80% of Target
Operating Cash Flow ⁽⁵⁾
30%
≥80% of Target
$128.6M
≥120% of Target

Safety & Environmental Performance
15%, Split Equally Among Four Measures
(1) Maintain permit exceedances caused by Coeur’s actions at 2015 level
(1) Maintain permit exceedances caused by Coeur’s actions at 2015 level
Reduce 10%

(2) Maintain LTIFR* at 2015 level
(2) Maintain LTIFR* at 2015 level
Reduce 10%

(3) No employee fatalities
N/A
N/A

(4) No NOVs**
N/A
N/A

~~(1)~~

~~“Minimum” means the minimum performance required for any payout related to the measure; performance below the minimum threshold results in no payout.~~

~~(2)~~

~~“Target” is the level of performance required for 100% payout on each measure, except as noted below that certain measures pay out at either zero or 200%.~~

~~(3)~~

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

~~(4)~~

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

~~(5)~~

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

*LTIFR

~~means lost-time injury frequency rate~~

**NOV

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

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

~~approval of the Board. In 2016 there were no adjustments to AIP performance measures or goals.~~

The potential payouts for minimum, target and maximum performance for each measure were as shown in the table below. As noted above, there is no payout for performance below minimum. Employee fatalities and NOV’s pay out at 200% for minimum performance of no occurrences, and there is no payout for any occurrence. Payouts for other measures are interpolated for performance between minimum and maximum.

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Measure
Payout Below Minimum Performance
Payout at
Minimum Performance
Payout at
Target Performance
Payout at
Maximum Performance
Silver Equivalent Production (ounces)⁽¹⁾
$
0

50
%

100
%

200
%
Adjusted AISC Per Silver Equivalent Ounce⁽¹⁾
$
0

50
%

100
%

200
%
Operating Cash Flow
$
0

50
%

100
%

200
%
Safety & Environmental:

No Employee Fatalities
$
0

200
%

200
%

200
%
LTIFR Reductions
$
0

100
%

100
%

200
%
No NOV’s
$
0

200
%

200
%

200
%
Reduction in Permit Exceedances
$
0

100
%

100
%

200
%

~~(1)~~

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

~~Individual AIP Objectives:~~

In addition to Company metrics, specific individual objectives are developed for each executive at the beginning of the year. 2016 AIP award percentages based on individual performance were 20% for all NEOs other than the CEO and Mr. Rasmussen. As noted above, in 2016 the CEO was judged solely on Company performance, and Mr. Rasmussen’s award percentage based on individual performance was 70%. Our AIP policy provides that individual performance for NEOs will be capped at 100% in any year that Company TSR is negative. Objectives for NEOs other than the CEO are established in concert with the CEO and the respective executive and reviewed by the Compensation Committee. The specific objectives for each executive are chosen to support our strategic objectives and to reflect each executive’s individual responsibilities, and can be grouped into the following broad categories:

^■

~~Major project and operational execution, including strategic transformation~~

^■

~~Mitigation of risk~~

^■

~~Enhancement of each executive’s responsibilities~~

^■

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

^■

~~A commitment to the talent development and retention of our employees~~

^■

~~Continued personal development and adherence to Company culture and behavior~~

Many of the individual objectives established for the executives are objective and quantifiable, which helps to ensure accountability for results. Others, however, are subjective by nature, which requires discretion and judgment to assess performance.

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~~2016 AIP Calculation and Payments~~

~~2016 AIP: Company Objectives:~~

~~Reflecting our strong operational performance and progress on our multi-year strategic initiatives in~~

~~2016, the payout percentage for Company performance in 2016 was 111% of target calculated as set out below.~~

Metric
2016 Target
2016 Performance
Payout
(% of target)
Weight
Weighted Payout
(% of target)
Silver Equivalent Production (ounces)⁽¹⁾
36.6 million
36.3 million
95%
25%
24%
Adjusted AISC Per Silver Equivalent Ounce⁽¹⁾
$16.54
$15.88
120%
30%
36%
Operating Cash Flow
$128.6 million
$125.8 million
95%
30%
28%
Safety & Environmental Performance
(See below)
Above-Target
150%⁽²⁾
15%
23%
Total

111%

~~(1)~~

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

~~(2)~~

~~See table below for additional detail on the 2016 Safety & Environmental Performance metric.~~

Performance
Factors
Weight
Award Maximum
(200%)
Target
(100%)
Threshold
(0%)
2016 Performance
2016 Payout
Safety & Environmental Performance
25%
Zero Employee
Fatalities
Zero Fatalities
Fatality
One Fatality
0%
25%
Reduce LTIFR*
by 10%+
Hold LTIFR
LTIFR Increase
56% reduction in
LTIFR
200%
25%
Zero NOV**
N/A
NOV
No NOVs
200%
25%
Reduce
Exceedances
by 10%+
Hold
Exceedances
Exceedance
Increase
80% reduction in
Exceedances
200%
100%
TOTAL
150%

~~LTIFR means lost-time injury frequency rate~~

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

~~2016 AIP: Individual Objectives~~

In 2016, individual NEO performance achievements for Messrs. Mitchell, Hanagarne, Nault and Rasmussen were in excess of target levels, primarily due to the high level of performance by each NEO in the relevant categories described above, all of which

supported the continued advancement in 2016 of our multi-year strategic initiatives which demonstrated strong results in 2016 and are directly tied to the creation of long-term stockholder value. As discussed above, Mr. Krebs 2016 AIP award was based solely on Company performance.

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~~Named Executive Officer~~	~~2016 AIP~~ ~~Individual~~ ~~Annual~~ ~~Percentage~~	~~Change from 2015~~	~~Individual Performance~~ ~~Categories~~
~~Mitchell J. Krebs~~	~~N/A~~	~~N/A~~		~~N/A~~
~~Peter C. Mitchell~~	~~125%~~	~~+35%~~	^■	~~Led efforts to reduce debt throughout the year~~
			^■	~~Optimized balance sheet and maintained sufficient liquidity to fund all necessary investments included in the Company’s strategic plan~~
			^■	~~Effectively led portfolio optimization efforts~~
~~Frank L. Hanagarne, Jr.~~	~~110%~~	~~+15%~~	^■	~~Led strong safety and environmental performance~~
			^■	~~Continued to lead cost reduction efforts~~
			^■	~~Met Company’s production guidance~~
~~Casey M. Nault~~	~~105%~~	~~+15%~~	^■	~~Continued to drive leading corporate governance profile and disclosures~~
			^■	~~Further enhanced Company’s compliance programs, policies and training~~
			^■	~~Supported portfolio optimization and corporate finance efforts~~
~~Hans J. Rasmussen~~	~~115%~~	~~N/A~~⁽¹⁾	^■	~~Added significant ounces of total mineral resources at or near existing operations~~
			^■	~~Continued to lead efforts to enhance the pipeline of future growth~~
			^■	~~Prioritized opportunities that reduce costs and provide cash flow in strategic jurisdictions~~

~~(1)~~

~~Mr. Rasmussen was not a NEO prior to 2016.~~

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For 2016, based on Company and individual NEO performance achievement as a percentage of target and the performance weights described above, the Compensation Committee approved annual incentive payments to the NEOs as follows.

Actual 2016 AIP Payment
Named Executive Officer
$ Amount
% change from 2015
Mitchell J. Krebs
$
721,500

4%
Peter C. Mitchell
$
341,400

9%
Frank L. Hanagarne, Jr.
$
332,400

5%
Casey M. Nault
$
308,813

80%⁽¹⁾
Hans J. Rasmussen
$
162,165

N/A

~~(1)~~

~~Increase driven primarily by increase in target opportunity to 75% of base salary from 50% and increase in base salary.~~

~~Long-Term Equity Incentive Awards~~

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

~~Forms and Mix of Long-Term Incentive Compensation:~~

In 2016 executive awards were composed of 60% performance shares and 40% restricted stock. The Compensation Committee believes that this mix provides alignment with stockholder interests and balances incentive and retention needs, while minimizing share dilution. For 2017, the award mix for equity grants will continue to be 60% performance shares (using the same performance measures and weightings as 2016) and 40% restricted stock.

~~Long-Term Incentive Grant Levels:~~

Target long-term incentive award values for each executive in 2016 are expressed as a percentage of base salary and determined based on the peer group and the desired market positioning, the individual executive’s position, organization level, scope of responsibility and ability to impact overall Company performance. For awards designed to qualify as performance-based compensation, our 2016 LTIP limits the number of shares subject to awards of restricted stock, performance shares and “other stock-based awards” granted to any recipient per calendar year to 1,250,000 regardless of the type of award.

~~For grants made in 2016, the long-term incentive target grant values as a percentage of base salary for our NEOs were as follows:~~

2016 LTIP Grant
2015 Market Range
Named Executive Officer
% of Salary
$ Amount
50th Percentile
75th Percentile
Mitchell J. Krebs

240
%
$
1,560,000

227
%

243
%
Peter C. Mitchell

180
%
$
720,000

144
%

182
%
Frank L. Hanagarne, Jr.

180
%
$
720,000

160
%

184
%
Casey M. Nault

150
%
$
487,500

133
%

164
%
Hans J. Rasmussen

150
%
$
412,500

147
%

258
%

In 2016, the Compensation Committee targeted executive LTIP award values within a variable range. All 2016 LTIP awards to NEOs were at least 20% below 2015 levels and at the low end of the award range (with the 2015 fixed percentages being the high end of the new range).

~~Grant Date:~~

The number of shares of restricted stock and performance shares granted is determined by dividing the total grant value by the closing market price per share of our common stock on the New York Stock Exchange on the date after the Compensation

~~Committee approves the awards, which is generally the grant date (or the previous trading day if the grant date is not a trading day).~~

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

In 2016, restricted stock represented 40% of the target long-term equity incentive award value granted to NEOs. Restricted stock aligns executives’ interests with those of stockholders via actual share ownership, and vesting requirements provide retention value and therefore also continuity in our senior leadership team. Restricted stock also provides value to the executives even with a declining share price, which may occur due to general market or

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industry-specific forces that are beyond the control of the executives (for example, a drop in the market prices of gold and silver). Holders of restricted stock may, if the Compensation Committee so determines, receive dividends, if any, and exercise voting rights on their restricted stock during the period of restriction. Restricted stock grants generally vest ratably over three years beginning on the first anniversary of the grant.

~~2016 Performance Share Grants~~

In 2016, performance shares represented 60% of the target long-term equity incentive award value granted to NEOs. To the extent earned based on achievement of performance goals, awards are generally settled in stock.

~~TSR-Based Performance Shares:~~

50% of the performance share component (or 30% of the total 2016 long-term incentive target award value) may be earned based on our annualized TSR performance over a three-year period relative to our precious metals and mining peer group as of the date of grant. TSR is defined as stock price appreciation

plus dividends and any cash-equivalent distributions. Annualized TSR is calculated using the three-month average share price at the beginning and end of the period (i.e., three-month averages ending December 31, 2015 and December 31, 2018 for the 2016–2018 grant). This measure is intended to focus our executives on creating long-term stockholder value, while further aligning executives’ interests with those of stockholders via the use of shares. Performance is measured relative to peers in order to mitigate the impact of metal prices on the ultimate award value, as the share prices of our peers are similarly influenced by realized metal prices. Measuring TSR relative to peers also aligns executives’ interests with those of stockholders by rewarding the creation of stockholder value in excess of what our stockholders could realize by investing in other companies in our industry. For the 2016–2018 performance period, the relative TSR performance scale and the corresponding number of shares that can be earned as a percentage of target were set by the Compensation Committee as follows (unchanged from prior performance periods):

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

Performance shares are not awarded if our performance is below minimum. Additionally, the maximum TSR performance share payout will be capped at 100% if TSR is negative over the three-year performance period. The number of performance shares earned is interpolated for relative TSR performance between minimum and maximum levels. Equity compensation is a component of total executive compensation intended to compensate executives for maintaining Coeur’s performance in line with its peers. Therefore, 100% of shares are earned if our performance is level with the median level of our peer group, and shares in excess of the target are earned if we outperform the 50^th ~~percentile of our peer group.~~

Beginning with the 2016 grants (for the 2016-2018 performance period), the maximum number of shares that can be earned for TSR-based performance shares was reduced to 150% of target, down from 200% of target in 2015.

~~Internal Metric-Based Performance Shares:~~

The remaining 50% of the 2016 performance share opportunity may be earned based on achievement of internal objective metrics that drive creation of long-term stockholder value. For 2016, two critical metrics were used, each comprising 25% of the total performance share opportunity (or 15% of the total 2016 long-term incentive target award value): (1) three-year growth in reserves and measured and indicated mineralized material per share and (2) three-year growth in operating cash flow per share. Operating cash flow per share is not adjusted for changes in gold and silver prices, aligning executives with stockholders over a longer-term period when executives are expected to adjust strategy according to changes in metal prices. Growth in reserves and measured and indicated mineralized material is critical to ensure that we replace ounces mined each year and grow resources to create longer mine lives, which we believe will drive stockholder value. Reserves and measured and indicated mineralized material also decline due to falling metals prices, as

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

previously economic grades are rendered uneconomic. This further aligns performance with stockholders. Operating cash flow is critical to focus management on internal growth, cost control, and accretive external growth opportunities, which subsequently should tie directly to creation of

stockholder value. For both metrics, performance is measured on a per share basis to account for dilution, and, as described in the tables below, the plan will pay at target for meeting expectations, maximum for exceeding expectations by 15% or more, and at threshold for performance at 85% of target.

~~Three-Year Change in Reserves and Measured and Indicated Mineralized Material Per Share for~~ ~~2016 Grant~~ (~~2016-~~~~2018~~ ~~Performance Period)~~

Payout Target
25%
50%
75%
100%
125%
150%
200%
Performance Target
15%
Decrease
10%
Decrease
5%
Decrease
Target
5%
Increase
10%
Increase
15%+
Increase
Target (ounces per share)⁽¹⁾
4.03
4.26
4.50
4.74
4.97
5.21
5.45

~~(1)~~

Based on total proven and probable reserves and measured and indicated mineralized material, on a silver equivalent ounce basis using an assumed 60:1 silver-gold ratio, divided by shares of common stock outstanding as of December 31, 2016

~~Three-Year Change in Operating Cash Flow (OCF) Per Share for~~ ~~2016 Grant~~ (~~2016-2018~~ ~~Performance Period)~~

Payout Target
25%
50%
75%
100%
125%
150%
200%
Performance Target
15%
Decrease
10%
Decrease
5%
Decrease
Target
5%
Increase
10%
Increase
15%+
Increase
Target (OCF per share)⁽¹⁾
$0.74
$0.79
$0.83
$0.88
$0.92
$0.96
$1.01

~~(1)~~

~~Based on average shares of common stock outstanding during 2015.~~

~~Payouts for 2014-2016 Performance Shares:~~

The 2014 performance share award opportunity covering the 2014-2016 performance period was based on relative TSR performance, growth in reserves and measured and indicated mineralized material per share and improvement in operating cash flow per share. The tables below set forth (1) the minimum, target and maximum TSR performance levels for the 2014-2016 performance period, corresponding respectively to the 25th, 50th and 75th percentile TSR performance of the peer group, and our TSR performance, (2) the performance targets for the three-year change in reserves and measured and indicated mineralized material per share, and our performance and (3) the performance targets for the three-year change in operating cash flow per share,

and our performance. Precious metals and mining companies, including Coeur, saw significant negative returns during this performance period, particularly during 2014 and 2015. Due to the successful execution of initiatives to improve the business that began to take hold in 2014, accelerated in 2015 and showed tangible results in 2016 (as evidenced by 2015 and 2016 AIP performance, and adjusted EBITDA⁽¹⁾ of $215.2 million for 2016, an increase of 84% from 2015, and one-year TSR of 267% in 2016), there was a payout for NEOs under the 2014-2016 relative TSR performance share grants at 46% of target value due to relative TSR performance in the 32^nd ~~percentile of peers, which further demonstrates the alignment of pay and performance under our executive compensation program:~~

~~Three-Year Relative TSR Performance (~~~~2014-2016~~ ~~Performance Period)~~

~~Result: Payout at 46% of target for TSR-based~~ ~~component~~

Performance Level
2014-2016
Actual TSR
(Annualized)
Shares Earned at
Performance Level
(% of Target)
Maximum (80th percentile)

18.59
%

200
%
Target (50th percentile)

10.59
%

100
%
Minimum (25th percentile)

-8.16
%

25
%
Coeur Mining, Inc.

-3.01
%

46
%

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~~As a result, the following number of performance shares was awarded to our NEOs in the first quarter of 2017 for the 2014-2016 performance period:~~

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

52,607

24,200

$
280,720

Peter C. Mitchell

24,281

11,170

$
129,572

Frank L. Hanagarne, Jr.

23,370

10,751

$
124,712

Casey M. Nault

16,659

7,664

$
88,902

Hans J. Rasmussen
N/A⁽¹⁾

6,485

$
75,226

~~(1)~~

~~Mr. Rasmussen was not a NEO in 2014.~~

~~Three-Year Change in Reserves and Measured and Indicated Mineralized Material Per Share (~~~~2014-2016~~ ~~Performance Period)~~

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

Payout Target

0
%

25
%

50
%

75
%

100
%

125
%

150
%

200
%
Performance Target
>15%
Decrease
15%
Decrease
10%
Decrease
5%
Decrease
Target
5%
Increase
10%
Increase
15%+
Increase
Target (ounces per share)⁽¹⁾
<7.63
7.63
8.08
8.53
8.98
9.42
9.87
10.32
Coeur Mining, Inc.
3.96 (55.8% Decrease)

~~(1)~~

In millions except per share data
2013
2016
Ounces of Silver Equivalent Reserves (60:1)

389.4

302.2

Ounces of Silver Equivalent Measured and Indicated Mineralized Material (60:1)

533.9

414.0

Ounces of Silver Equivalent Reserves + Measured and Indicated Mineralized Material (60:1)

923.3

716.2

Shares Outstanding at Year-End

102.8

180.9

Ounces of Silver Equivalent Reserves + Measured and Indicated Mineralized Material per Share

8.98

3.96

% Increase/(Decrease)

(55.8
%)

~~Three-Year Change in Operating Cash Flow (OCF) Per Share (~~~~2014-2016~~ ~~Performance Period)~~

~~Result: No payout for OCF per share component~~

Payout Target
0%
25%
50%
75%
100%
125%
150%
200%
Performance Target
>15%
Decrease
15%
Decrease
10%
Decrease
5%
Decrease
Target
5%
Increase
10%
Increase
15%+
Increase
Target (OCF per share)⁽¹⁾
<$0.99
$0.99
$1.05
$1.11
$1.16
$1.22
$1.28
$1.34
Coeur Mining, Inc.
$0.79 (32.4% Decrease)

~~(1)~~

~~Based on average shares of common stock outstanding during 2013. See calculations of target ratio in table below.~~

In millions except per share data
2013
2016
Operating Cash Flow
$
114.0

$
125.8

Average Shares Outstanding

97.9

159.9

Operating Cash Flow per Share
$
1.16

$
0.79

% Increase/(Decrease)

(32.4
%)

62|~~2017 Proxy Statement~~

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~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Timing of Long-Term Incentive Awards~~

~~The Compensation Committee typically approves annual long-term incentive grants to our executives in~~

~~the first quarter. The Compensation Committee does not coordinate the timing of equity awards with the release of material, non-public information.~~

~~Benefits and Perquisites~~

The primary purpose of providing benefits and limited perquisites to our executives is to attract and retain talent to lead the Company. The Compensation Committee intends the type and value of benefits and perquisites offered to be market competitive. Details of the benefits and perquisites provided to our NEOs are disclosed in the “All Other Compensation” column of the 2016 Summary Compensation Table set forth in this proxy statement.

In 2016, we provided a car allowance to our CEO and certain other limited perquisites to our NEOs. In addition, in connection with the relocation of the Company’s corporate headquarters to Chicago, in 2016 Mr. Hanagarne was reimbursed $39,777 for the relocation of household goods, and Mr. Nault received a $4,340 cost of living adjustment under a mortgage subsidy that ended in 2016. Executive physicals were suspended in 2016 as part of our efforts to reduce expenses.

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

~~Executive Severance Policy; CEO Employment~~ ~~Agreement:~~

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

Under the Executive Severance Policy and the CEO employment agreement, as applicable, each NEO is covered by an arrangement to provide certain benefits payable in the event of qualifying terminations of employment in connection with a change-in-control. The Compensation Committee believes that these arrangements provide reasonable compensation in the unique circumstances of a change-in-control that is not provided by our other compensation programs. The Compensation

Committee believes change-in-control benefits, if structured appropriately, minimize the distraction caused by a potential change-in-control transaction and reduce the risk of key executives resigning from Coeur before a change-in-control transaction closes. The Compensation Committee also believes that these provisions motivate executives to make decisions in the best interests of stockholders should a transaction take place by providing executives with the necessary job stability and financial security during a change-in-control transaction (and the subsequent period of uncertainty) to help them remain focused on managing the Company rather than on their own personal employment. The Compensation Committee believes that all of these objectives serve the stockholders’ interests.

The arrangements provide that in the event the payment provided would constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code, the payment will be reduced to the amount that will result in no portion being subject to the excise tax. This limits the exposure of Coeur and the executives to the parachute payment rules.

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

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

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~~Retirement~~ ~~Savings Plans~~

Coeur maintains a Defined Contribution and 401(k) Retirement Plan (the “Retirement Plan”). All U.S. employees are eligible to participate in the Retirement Plan. The Retirement Plan provides for an Employee Savings Plan which allows each employee to contribute up to 100% of compensation, subject to a maximum contribution of $18,000 and an additional $6,000 catch-up if age 50 or over. The Company contributes an amount equal to 100% of the first 4% of an employee’s eligible compensation contributed by the employee. In addition, the Board makes a determination annually as to whether to make a

discretionary contribution which may not exceed 15% of the participants’ aggregate compensation. For 2016, the Board approved a discretionary contribution equal to 2% of eligible compensation for all participating employees, subject to applicable IRS limits, including NEOs.

~~Coeur also maintains a non-qualified deferred compensation plan which is discussed in greater detail under the “Pension Benefits and Nonqualified Deferred Compensation” section starting on page~~ 74.

~~Other Compensation Arrangements and Policies~~

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

~~Stock Ownership Guidelines~~

~~We have adopted minimum stock ownership guidelines for our executive officers and non-~~

employee directors. In December 2014, the Compensation Committee approved increases to the stock ownership guidelines to further align executives and directors with stockholders, as shown in the table below:

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

Unvested shares of time-vesting restricted stock count toward satisfying the guideline, but unexercised stock options and unvested performance shares do not. The Compensation Committee has determined that each director and executive officer complies with the applicable level of stock ownership required under these guidelines.

~~Insider Trading Policy~~

~~Clawback Policy~~

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

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~~TABLE OF CONTENTS~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Limitations on Deductibility of Compensation~~

Section 162(m) of the Internal Revenue Code generally limits the deductibility of compensation paid by a public company to its chief executive officer and its next three most highly compensated officers (not including its chief financial officer) to $1 million, per executive, per year. However, there are exceptions for payments that are performance based and meet certain requirements under Section 162(m). The Compensation Committee has designed the stock options and performance shares granted to our NEOs under the 2015 LTIP and its predecessor plans as well as the awards under the Supplemental Incentive Agreement to qualify under Section 162(m) as performance-based compensation. The Compensation Committee also designed the portion of the Annual Incentive Plan that pays out based on the achievement of corporate goals with the intent to qualify under Section 162(m). The application of Section 162(m) is complex, however, and may change with time (with potentially retroactive effect) and

thus the deductibility of any single element of compensation cannot be guaranteed. Base salary and grants of service-vesting restricted stock are not performance-based, and therefore are potentially not deductible. In addition, deductibility is not the sole factor used by the Compensation Committee in ascertaining appropriate levels or manner of compensation. The Compensation Committee believes that it is important to preserve flexibility in administering compensation programs in a manner designed to attract, retain and reward high-performing executives, and to promote business objectives that may not necessarily align with the requirements for full deductibility under Section 162(m). Consequently, the Compensation Committee has not adopted a policy that all compensation must qualify as deductible under Section 162(m), and we may enter into compensation arrangements under which payments are not deductible under Section 162(m).

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~~COMPENSATION COMMITTEE REPORT~~

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

~~Compensation Committee of the Board of Directors~~

JOHN H. ROBINSON, Chairman
KEVIN S. CRUTCHFIELD
SEBASTIAN EDWARDS
ROBERT E. MELLOR

66|~~2017 Proxy Statement~~

~~TABLE OF CONTENTS~~

~~PROPOSAL NO. 3:~~

~~ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION~~

~~What am I voting on?~~	~~We are asking our stockholders to vote on an advisory resolution to approve the compensation paid to our executive officers for 2016, as reported in this proxy statement.~~
~~Vote Required:~~	~~Majority of votes cast.~~
~~Recommendation:~~	~~The Board recommends a vote FOR the advisory resolution to approve executive compensation.~~

Our 2016 compensation program reflects our pay-for-performance philosophy. We continue to tie a significant portion of CEO and NEO compensation to both short and long-term Company performance objectives. Accordingly, despite operational successes and TSR outperformance relative to our peers in 2016, stock price underperformance in prior years, primarily due to weak gold and silver prices and our cost reduction initiatives having not yet fully taken hold, continues to negatively impact executive compensation. As a result:

^■

~~NEOs saw continued erosion in the value of prior year awards that vested in 2016 under our Long-Term Incentive Program (“LTIP”)~~

^■

~~Realized value of 2014 LTIP awards significantly lower than grant date target value (67% reduction for CEO)~~

^■

~~Overall, 2014 performance shares for the three-year period ended December 31, 2016 paid out at 23% of target~~

^■

Zero payout for performance shares granted in 2014 that were tied to internal performance metrics, representing forfeiture of 50% of the total award opportunity for each executive, and $584,997 in potential CEO compensation, or 30% of total 2014 LTIP grant

^■

46% payout for 2014 performance shares tied to three-year relative TSR performance, representing the other 50% of the total award opportunity, reflecting relative TSR underperformance over the three-year period despite 267% one-year TSR in 2016

^■

Realized value of restricted stock granted to NEOs in 2013, 2014 and 2015 that vested in 2016 with significantly lower value as of 2016 vesting date in line with a decrease in stock price over the same period of time (81% loss in value for CEO as of the 2016 vesting dates compared to grant date values)

^■

2016 LTIP target award values were reduced by 20% in 2016 over 2015. For the 2016 performance share award, the maximum payout for the relative TSR component was reduced to 150% (previously 200%) of target and maximum payouts continue to be capped at 100% of target if overall TSR is negative

^■

Due to continued strong achievement of internal operational goals, the Company performance component of our 2016 Annual Incentive Plan (“AIP”) was 111% of target. For 2016, 100% of our CEO’s AIP award was linked to Company performance

^■

~~Our AIP policy was updated to provide that the individual performance component for NEOs would be capped at 100% of target in any year that Company TSR is negative~~

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~~TABLE OF CONTENTS~~

~~PROPOSAL NO. 3: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION~~

^■

~~Included in 2016 compensation is a one-time payout of $2,000,000 under our CEO’s long-term supplemental incentive opportunity entered into in 2014 and described in more detail on p.~~ 46~~. This payout was tied directly to achievement of a~~ strategically critical permitting and expansion initiative at the Company’s Rochester mine in Nevada. This highly complex objective required effective coordination of permitting, government relations, capital project management, engineering, construction, operations and cash management. This goal was satisfied in September 2016 and the expansion project is well underway and expected to be completed in the third quarter of 2017. The final component under the CEO’s long-term supplemental incentive opportunity was tied to outperformance of peers in three -year relative TSR, measured from 2014 to year-end 2016, which did not result in a payout to Mr. Krebs

~~We urge stockholders to read the “Compensation Discussion and Analysis” beginning on page~~ 35 of this proxy statement, which details how our executive compensation policies and procedures are designed to achieve our compensation objectives, as well as the 2016 Summary Compensation Table and other related compensation tables and narrative, appearing on pages 69 to 70 ~~of this proxy statement, which provide detailed information on the compensation of our NEOs.~~

An advisory stockholder vote on the frequency of stockholder votes to approve executive compensation is required to be held at least once every six years. After considering the vote of stockholders at the 2011 Annual Meeting and other factors, the Board determined to hold advisory votes on the approval of executive compensation annually until the next advisory vote on frequency occurs. As discussed in Proposal 4 below, the next advisory vote on frequency of stockholder votes to approve executive compensation will be held at the 2017 Annual Meeting. In accordance with Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the Annual Meeting:

~~RESOLVED~~, that the stockholders of Coeur Mining, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s Named Executive Officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2017 Annual Meeting of Stockholders. This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board. Although non-binding, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation programs.

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~~2016 EXECUTIVE COMPENSATION INFORMATION~~

~~2016 EXECUTIVE COMPENSATION INFORMATION~~

~~2016 Summary Compensation Table~~

Set forth below is information regarding compensation earned by or paid or awarded to all persons serving as our CEO, CFO, and the other three most highly compensated executive officers during 2016 (the “Named Executive Officers” or “NEOs”) for the years ended December 31, 2016, 2015 and 2014.

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

2016

650,000

0

1,544,485

0

2,721,500

0

244,849

5,160,834

2015

650,000

0

1,976,837

0

1,695,500

0

91,002

4,413,339

2014

650,000

0

2,110,958

0

880,100

0

81,830

3,722,888

Peter C. Mitchell
Senior Vice President
& Chief Financial
Officer

2016

400,000

0

712,840

0

341,400

0

50,361

1,504,601

2015

400,000

0

912,389

0

312,000

0

49,089

1,673,478

2014

400,000

0

974,299

0

384,300

0

32,221

1,790,820

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

2016

400,000

0

712,840

0

332,400

0

85,036

1,530,276

2015

400,000

0

912,389

0

316,500

0

87,843

1,716,732

2014

385,000

0

937,761

0

387,214

0

80,400

1,790,375

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

2016

370,833

0

482,650

0

308,813

0

39,008

1,201,304

2015

325,000

0

625,996

0

171,438

0

40,632

1,163,066

2014

325,000

0

668,471

0

213,038

0

51,506

1,258,015

Hans J. Rasmussen
Senior Vice President, Exploration

2016

285,000

0

408,397

0

162,165

0

30,265

885,827

~~Explanatory Notes:~~

~~(a)~~

Set forth below is the aggregate grant date fair value of stock awards, as calculated in accordance with FASB ASC 718, granted in 2016. The assumptions used to calculate the valuation of the awards are set forth in Note 6 to the Notes to Consolidated Financial Statements in Coeur’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

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

623,999

920,486

Mr. Mitchell

288,000

424,840

Mr. Hanagarne

288,000

424,840

Mr. Nault

194,999

287,651

Mr. Rasmussen

165,000

243,397

~~(1)~~

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

~~(2)~~

The performance share awards cliff-vest based on the attainment of performance goals over a three-year period. The actual value to the NEO of the performance share portions of the grant depends on meeting certain performance criteria over the three-year period as explained in “Compensation Discussion and Analysis”. The grant date fair value of the 2016 performance shares at target is shown in the above table, while the value of these 2016 grants at the time of grant assuming the maximum level of performance was achieved is as follows: for Mr. Krebs $1,614,728; for Mr. Hanagarne $745,259; for Mr. Mitchell $745,259; for Mr. Nault $504,602; and for Mr. Rasmussen $426,970.

~~(b)~~

~~Includes amounts paid under the Annual Incentive Plan. Also includes a $2,000,000 payout for the second~~

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~~2016 EXECUTIVE COMPENSATION INFORMATION~~

component of a supplemental incentive compensation opportunity granted to Mr. Krebs by the Compensation Committee on July 30, 2014 (for a detailed discussion of the agreement and the achievement of the performance goal tied to this payout, please see page 46).

~~(c)~~

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

~~(d)~~

All other compensation, including perquisites and amounts paid or accrued under termination arrangements. Mr. Krebs received a vehicle allowance of $14,250 during 2016. Mr. Krebs, Mr. Mitchell, Mr. Hanagarne, Mr. Nault and Mr. Rasmussen received excess group term life insurance valued at $2,250, $5,940, $3,870, $1,080 and $2,580 for 2016, respectively, for 2016. Mr. Krebs, Mr. Mitchell, Mr. Hanagarne, Mr. Nault and Mr. Rasmussen received disability insurance coverage whose premiums were $6,219, $3,966, $2,914, $2,264 and $3,585, respectively, for 2016. Mr. Krebs, Mr. Mitchell, Mr. Nault and Mr. Rasmussen received transit benefits valued at $2,205, $2,205, $1,560 and $600, respectively, for 2016. For 2016, each NEO received a company matching contribution to the Employee Savings Plan of $10,600. For 2016, each of Mr. Krebs, Mr. Mitchell, Mr. Hanagarne, Mr. Nault and Mr. Rasmussen received an additional contribution from the Company into the Deferred Compensation Plan in the amount of $204,025, $22,350, $22,575, $13,864 and $7,600, respectively, which represents 4% of their 2016 compensation in excess of their 2016 Retirement Plan limit. For 2015, each of Mr. Krebs, Mr. Mitchell, Mr. Hanagarne and Mr. Nault received an additional contribution from the Company into the Deferred Compensation Plan of $50,604, $20,772, $20,889 and $10,922, respectively, which represents 4% of their 2015 compensation in excess of their 2015 Retirement Plan limit. These amounts were not previously reported, because the Company calculated and contributed these amounts after the date the Company filed its definitive proxy statement for the 2016 Annual Meeting of Stockholders pursuant to Regulation 14A. For 2016, the Board approved a discretionary contribution equal to 2% of eligible compensation for all participating employees, subject to applicable IRS limits, including NEOs. Mr. Hanagarne and Mr. Nault received relocation benefits in 2016 related to the 2013 corporate office move to Chicago of $39,777 and $4,340, respectively.

70|~~2017 Proxy Statement~~

~~TABLE OF CONTENTS~~

~~2016 EXECUTIVE COMPENSATION INFORMATION~~

~~2016 Grants of Plan-Based Awards~~

The following table sets forth information regarding all plan awards that were made to the NEOs during 2016, including incentive plan awards (equity-based and non-equity based) and other plan-based awards. Disclosure on a separate line item is provided for each grant of an award made to an NEO during the year. The information supplements the dollar value disclosure of stock, option and non-stock awards in the 2016 Summary Compensation Table by providing additional details about such awards. Equity incentive-based awards are subject to a performance condition or a market condition as those terms are defined by FASB ASC 718. Non-equity incentive plan awards are awards that are not subject to FASB ASC 718 and are intended to serve as an incentive for performance to occur over a specified period.

Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards


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

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

373,750

650,000

1,300,000

1/20/2016(b
)

64,641

258,564

387,846

678,731

1/20/2016(c
)

32,321

129,282

258,564

468,001

1/20/2016(c
)

32,320

129,281

258,562

467,997

1/20/2016(d
)

344,751

623,999

Peter C. Mitchell

168,000

300,000

600,000

1/20/2016(b
)

29,834

119,337

179,006

313,260

1/20/2016(c
)

14,917

59,669

119,338

216,002

1/20/2016(c
)

14,917

59,668

119,336

215,998

1/20/2016(d
)

159,116

288,000

Frank L. Hanagarne, Jr.

168,000

300,000

600,000

1/20/2016(b
)

29,834

119,337

179,006

313,260

1/20/2016(c
)

14,917

59,669

119,338

216,002

1/20/2016(c
)

14,917

59,668

119,336

215,998

1/20/2016(d
)

159,116

288,000

Casey M. Nault

157,500

281,250

562,500

1/20/2016(b
)

20,200

80,801

121,202

212,103

1/20/2016(c
)

10,100

40,401

80,802

146,252

1/20/2016(c
)

10,100

40,400

80,800

146,248

1/20/2016(d
)

107,734

194,999

Hans J. Rasmussen

74,456

142,500

285,000

1/20/2016(b
)

17,093

68,370

102,555

179,471

1/20/2016(c
)

8,546

34,185

68,370

123,750

1/20/2016(c
)

8,546

34,185

68,370

123,750

1/20/2016(d
)

91,160

165,000

~~Explanatory Notes:~~

~~(a)~~

~~The applicable range of estimated payouts under the AIP denominated in dollars (threshold, target, and maximum amount).~~

~~(b)~~

The number of performance shares to be paid out or vested upon satisfaction of the conditions in question within the applicable range of estimated payouts (threshold at 25%, target at 100%, and maximum amount at 150%) as determined by Coeur’s three-year total stockholder return compared to its precious metals mining peer group. Please refer to the discussion in “Compensation Discussion and Analysis — 2016 NEO Performance and Compensation — Long-Term Equity Incentive Awards”.

~~(c)~~

The number of performance shares to be paid out or vested upon satisfaction of the conditions in question within the applicable range of estimated payouts (threshold at 25%, target at 100%, and maximum amount at 200%) as determined by the achievement of specific operational goals over a three-year period. Please refer to the discussion in “Compensation Discussion and Analysis — 2016 NEO Performance and Compensation — Long-Term Equity Incentive Awards”.

~~(d)~~

This column consists of the annual restricted share grants as described above in the “Compensation Discussion and Analysis — 2016 NEO Performance and Compensation — Long-Term Equity Incentive Awards”.

~~(e)~~

~~Fair Value of stock and options granted on the award date.~~

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~~TABLE OF CONTENTS~~

~~2016 EXECUTIVE COMPENSATION INFORMATION~~

~~Narrative Disclosure to Summary Compensation Table and Grants of Plan-~~~~Based Awards Table~~

~~Employment Agreements~~

~~Mitchell J. Krebs~~

On July 30, 2014, Coeur and Mitchell J. Krebs entered into an amended and restated employment agreement amending the terms of Mr. Krebs’s employment as President and Chief Executive Officer. Mr. Krebs’s amended employment agreement calls for a base salary subject to adjustment from time to time, plus annual incentive compensation. Mr. Krebs’s employment agreement includes severance and change-in-control provisions, the terms of which are described under “Potential Payments Upon Termination or Change-in-Control — Severance and Change-in-Control Arrangement with Mr. Krebs.” The term of Mr. Krebs’s employment automatically renewed on June 30, 2016 and runs through June 30,

2017, at which time the term will automatically renew for an additional one-year period, ending June 30, 2018, unless terminated or modified by us by written notice, subject to the terms and conditions of the agreement.

~~Peter C. Mitchell, Frank L. Hanagarne, Jr., Casey M.~~ ~~Nault and Hans J. Rasmussen~~

Mssrs. Mitchell, Hanagarne, Nault and Rasmussen do not have employment agreements, and are instead covered by our Executive Severance Policy described under “Termination of Employment/Severance and Change-in-Control Arrangements — Executive Severance Policy.”

72|~~2017 Proxy Statement~~

~~TABLE OF CONTENTS~~

~~2016 EXECUTIVE COMPENSATION INFORMATION~~

~~Outstanding Equity Awards at 2016 Year-End~~

The following table sets forth information on outstanding option and stock awards held by the NEOs on December 31, 2016, including the number of shares underlying both exercisable and unexercisable portions of each stock option as well as the exercise price and expiration date of each outstanding option.

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

2,051

0

39.90

3/20/2017

450,410

4,094,227

807,468

7,339,884

2,183

0

48.50

1/10/2018

10,275

0

10.00

2/3/2019

13,167

0

15.40

3/2/2020

11,496

0

27.45

1/3/2021

22,631

0

27.66

1/31/2022

30,487

0

23.90

1/22/2023

Peter C. Mitchell

207,882

1,889,647

372,678

3,387,643

Frank L. Hanagarne, Jr.

3,249

0

20.90

10/3/2021

207,477

1,885,966

370,857

3,371,090

9,854

0

27.66

1/31/2022

12,957

0

23.90

1/22/2023

Casey M. Nault

9,036

0

19.01

5/7/2022

141,193

1,283,444

253,543

2,304,706

9,171

0

23.90

1/22/2023

Hans J. Rasmussen

5,598

0

11.88

10/1/2023

119,470

1,085,982

214,536

1,950,132

~~Explanatory Notes:~~

~~(a)~~

~~Options that expire March 20, 2017 through October 1, 2023 were fully vested as of December 31, 2016.~~

~~(b)~~

With respect to the number of shares of restricted stock granted and unvested as of December 31, 2016: For Mr. Krebs, a grant of 70,143 restricted shares that vests one-third annually beginning January 17, 2015, a grant of 123,417 restricted shares that vests one-third annually beginning January 20, 2016, and a grant of 344,751 restricted shares that vests one-third annually beginning January 20, 2017. For Mr. Mitchell, a grant of 32,374 restricted shares that vests one-third annually beginning January 17, 2015, a grant of 56,962 restricted shares that vests one-third annually beginning January 20, 2016, and a grant of 159,116 restricted shares that vests one-third annually beginning January 20, 2017. For Mr. Hanagarne, a grant of 31,160 restricted shares that vests one-third annually beginning January 17, 2015, a grant of 56,962 restricted shares that vests one-third annually beginning January 20, 2016, and a grant of 159,116 restricted shares that vests one-third annually beginning January 20, 2017. For Mr. Nault, a grant of 22,212 restricted shares that vests one-third annually beginning January 17, 2015, a grant of 39,082 restricted shares that vests one-third annually beginning January 20, 2016, and a grant of 107,734 restricted shares that vets one-third annually beginning January 20, 2017. For Mr. Rasmussen, a grant of 18,794 restricted shares that vests one-third annually beginning January 17, 2015, a grant of 33,069 restricted shares that vests one-third annually beginning January 20, 2016, and a grant of 91,160 restricted shares that vests one-third annually beginning January 20, 2017.

~~(c)~~

The total number of performance shares and performance units which do not vest until the end of the three-year performance period, if at all. Performance shares and performance unit awards that were outstanding as of December 31, 2016 were granted January 17, 2014, October 3, 2014, January 20, 2015, and January 20, 2016.

~~(d)~~

~~The total fair market value at the end of the fiscal year based on the closing market price of Coeur's common stock on the New York Stock Exchange on December 31, 2016 of $9.09.~~

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~~2016 EXECUTIVE COMPENSATION INFORMATION~~

~~2016 Option Exercises and Stock Vested~~

~~The following table sets forth information regarding each exercise of stock options and vesting of restricted stock and performance shares during 2016 for each of the NEOs on an aggregated basis.~~

Option Awards
Stock Awards

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

—

—

70,796

125,894

Peter C. Mitchell

16,157

51,113

38,427

150,423

Frank L. Hanagarne, Jr.

—

—

32,041

57,003

Casey M. Nault

—

—

43,182

205,344

Hans J. Rasmussen

—

—

18,428

44,276

~~Explanatory Notes:~~

~~(a)~~

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

~~(b)~~

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

~~Pension Benefits and Nonqualified Deferred Compensation~~

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

The Deferred Compensation Plan allows directors and eligible highly compensated employees the opportunity to defer, on a pre-tax basis, a portion of his or her director fees, base salary, and/or AIP award, as applicable, to a date in the future. Employees can defer 5%-75% of base salary and 5%-75% of AIP award amounts. Directors can defer 5%-75% of director fees. Coeur may also decide to make employer contributions to the account of a participant from time to time. Participants may

designate investment funds in which deferred amounts are invested. The net gain or loss on the assets of any such investment funds is used to determine the amount of earnings or losses to be credited to the participant’s account. Each participant must elect the time and form of distribution of deferred amounts (together with any earnings or losses credited to such amounts). Subject to certain limitations in the Deferred Compensation Plan, participants elect the frequency of payments and the number of payments to receive at the time of distribution. Participants are always 100% vested in amounts deferred by the participant. Amounts contributed by Coeur to a participant’s account vest based upon a schedule or schedules determined by us and communicated to the participant.

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

—

204,025

34,590

—

371,674

Peter C. Mitchell

—

22,350

388

—

32,814

Frank L. Hanagarne, Jr.

—

22,575

611

—

47,478

Casey M. Nault

—

13,864

343

—

26,409

Hans J. Rasmussen

—

7,600

145

—

13,543

~~Explanatory Notes:~~

~~(a)~~

~~The amount in this column represents fiscal year 2016 deferred salary, which is reported in the Salary column of the Summary Compensation Table.~~

~~(b)~~

The amount in this column is reported in footnote (d) to the All Other Compensation column of the Summary Compensation Table as follows: for 2016, each of Mr. Krebs, Mr. Mitchell, Mr. Hanagarne, Mr. Nault and Mr. Rasmussen received an additional contribution from the Company into the Deferred Compensation Plan in the amount of $204,025, $22,350, $22,575, $13,864 and $7,600, respectively.

~~(c)~~

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

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~~2016 EXECUTIVE COMPENSATION INFORMATION~~

~~(d)~~

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

Executive Name
Amounts
Previously
Reported⁽¹⁾
Krebs
$
122,101

Mitchell
$
32,302

Hanagarne, Jr.
$
46,407

Nault
$
25,799

Rasmussen
$
—

~~(1)~~

Includes contributions from the Company into the Deferred Compensation Plan of Mr. Krebs, Mr. Mitchell, Mr. Hanagarne and Mr. Nault of $50,604, $20,772, $20,889 and $10,922, respectively, for 2015. These amounts were not previously reported, because the Company calculated and contributed these amounts after the date the Company filed its definitive proxy statement for the 2016 Annual Meeting of Stockholders pursuant to Regulation 14A.

~~Potential Payments Upon Termination or Change-In-Control~~

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

^■

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

^■

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

^■

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

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

^■

~~a lump sum equivalent to the executive’s base salary, target annual incentive plan award, and target annual LTIP award for the year in which the change in control occurs; and~~

^■

~~continuation of health care benefits for the employee and his or her dependents for up to one year following the termination.~~

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~~2016 EXECUTIVE COMPENSATION INFORMATION~~

^■

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

^■

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

^■

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

~~Severance and Change-in-Control Arrangements with~~ ~~Mr. Mitchell, Mr. Hanagarne, Mr. Nault and~~ ~~Mr. Rasmussen~~

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

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

^■

~~a lump sum equivalent to the executive’s base salary, target annual incentive plan award, and target annual LTIP award for the year in which the change in control occurs; and~~

^■

~~continuation of health care benefits for the employee and his or her dependents for up to one year following the termination.~~

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

^■

~~a lump sum equivalent to 1.5 times the executive’s base salary, target annual incentive plan award, and target annual LTIP award for the year in which the change in control occurs; and~~

^■

~~continuation of health care benefits for the employee and his or her dependents for up to 18 months following the change in control.~~

^■

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

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~~2016 EXECUTIVE COMPENSATION INFORMATION~~

The following table describes the potential payments and benefits under our compensation and benefit plans and arrangements to which the NEOs would be entitled upon certain terminations of employment assuming the triggering event took place after the close of business on December 30, 2016 (i.e., the last business day of 2016) and the price per share of Coeur’s common stock is the closing market price of $9.09 as of that date.

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

   ^■
Not for cause — involuntary

2,860,000

18,228

—

2,878,228

   ^■
Death & Disability

—

—

8,630,349

8,630,349

   ^■
Not for cause — voluntary under age 65

—

—

—

—

   ^■
Change in Control, without termination

—

—

—

—

   ^■
Termination subsequent to a Change in Control (d)

1,674,955

37,379

8,630,349

10,342,683

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

   ^■
Not for cause — involuntary

1,420,000

7,742

—

1,427,742

   ^■
Death & Disability

—

—

3,983,253

3,983,253

   ^■
Not for cause — voluntary under age 65

—

—

—

—

   ^■
Change of Control, without termination

—

—

—

—

   ^■
Termination subsequent to a Change in Control (d)

—

11,818

3,809,740

3,821,558

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

   ^■
Not for cause — involuntary

1,420,000

15,228

—

1,435,228

   ^■
Death & Disability

—

—

3,979,563

3,979,563

   ^■
Not for cause — voluntary under age 65

—

—

—

—

   ^■
Change in Control, without termination

—

—

—

—

   ^■
Termination subsequent to a Change in Control (d)

—

23,246

3,822,623

3,845,869

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

   ^■
Not for cause — involuntary

1,218,750

19,975

—

1,238,725

   ^■
Death & Disability

—

—

2,706,823

2,706,823

   ^■
Not for cause — voluntary under age 65

—

—

—

—

   ^■
Change in Control, without termination

—

—

—

—

   ^■
Termination subsequent to a Change of Control (d)

133,080

30,491

2,706,823

2,870,394

Hans J. Rasmussen, Senior Vice President, Exploration

   ^■
Not for cause — involuntary

855,000

19,975

—

874,975

   ^■
Death & Disability

—

—

2,290,377

2,290,377

   ^■
Not for cause — voluntary under age 65

—

—

—

—

   ^■
Change in Control, without termination

—

—

—

—

   ^■
Termination subsequent to a Change in Control (d)

—

30,491

2,207,009

2,237,500

~~Explanatory Notes:~~

~~(a)~~

For involuntary termination not for cause and not considered a change in control, cash severance payments consist of base salary, annual incentive opportunity at target, and cash value of long-term incentive opportunity at target, for one year. In the case of a qualifying termination in connection with a change in control, cash severance payments for the CEO consist of a lump sum equivalent to two times the sum of base salary, target

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~~2016 EXECUTIVE COMPENSATION INFORMATION~~

annual incentive opportunity and target long-term incentive opportunity; cash severance payments for Mr. Mitchell, Mr. Hanagarne, Mr. Nault and Mr. Hanagarne consist of a lump sum equivalent to 1.5 times the sum of base salary, target annual incentive opportunity, and target long-term incentive opportunity.

~~(b)~~

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

~~(c)~~

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

■ In the event of death or disability, all options, restricted stock grants, and performance share grants would vest 100%, with the performance shares vesting at target. The NEOs would have 12 months from the date of death or disability to exercise their options, except for non-qualified options granted January 31, 2012 which permit up to three years to exercise in the event of disability.

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

~~(d)~~

The severance payments will be reduced to keep the total payments from exceeding the cap imposed by the golden parachute rules of the IRS. The amounts are shown net of a reduction of $3,762,628 for Mr. Krebs; $285,832 for Mr. Nault; $944,963 for Mr. Hanagarne; $880,615 for Mr. Mitchell; and $1,365,868 for Mr. Rasmussen.

For all of the NEOs, including the CEO, the agreements provide for special circumstances in the event the payment provided would constitute “excess parachute payments” under Section 280G of the Internal Revenue Code. In this case, the payment will be reduced to the amount that will result in no portion being subject to the excise tax. This limits the exposure of Coeur and of the executives to the parachute payment rules. None of the NEOs are provided with any excise tax gross up.

~~In the event of death or disability, no special benefits are provided other than the payment of any accrued~~

compensation and benefits under the companywide benefit plans, and the accelerated vesting of equity grants discussed above. None of the NEOs are eligible for retirement. Upon an eligible retirement, the NEOs are entitled to accelerated vesting of equity identical to that occurring in the event of death or disability, except that options are generally exercisable for only three months after retirement, except for non-qualified options granted January 22, 2013 or July 1, 2013 which permit up to three years to exercise after retirement.

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~~2016 EXECUTIVE COMPENSATION INFORMATION~~

~~DIRECTOR COMPENSATION~~

For 2016, outside directors received an annual retainer of $180,000, of which half was paid in cash and half was paid in common stock. The Board maintains share ownership guidelines for directors, calling for directors to hold the equivalent of five times their annual base cash retainer in common stock. The Company pays additional retainers to the

independent Board Chairman and to each committee Chair. Mr. Krebs does not receive any compensation for his service as a director. Director fees are pro-rated for directors who serve for partial years. We do not pay meeting fees. Director compensation amounts were unchanged from those in 2015.

~~Board and Committee Retainers for the Year Ended December 31, 2016~~

Annual Common Stock Retainer
$
90,000

Annual Cash Retainer
$
90,000

Independent Chairman Annual Retainer
$
150,000

Audit Committee Chair Annual Retainer
$
15,000

Compensation Committee Chair Annual Retainer
$
15,000

Nominating and Corporate Governance Committee Chair Annual Retainer
$
10,000

Environmental, Health, Safety and Social Responsibility Committee Chair Annual Retainer
$
10,000

~~The following table sets forth information regarding the compensation received by each of the Company’s outside directors during the year ended December 31, 2016:~~

Name
Fees
Earned or Paid
in Cash
($)^(a)
Stock
Awards
($)^(b)
Total
($)^(c)
Robert E. Mellor
$
312,500

$
90,000

$
402,500

Linda L. Adamany
$
132,500

$
90,000

$
222,500

Sebastian Edwards
$
112,500

$
90,000

$
202,500

John H. Robinson
$
131,250

$
90,000

$
221,250

Kevin S. Crutchfield
$
112,500

$
90,000

$
202,500

Randolph E. Gress
$
112,500

$
90,000

$
202,500

J. Kenneth Thompson
$
125,000

$
90,000

$
215,000

~~Explanatory Notes:~~

~~(a)~~

The aggregate dollar amount of all fees paid in cash for services as a director, including annual retainer fees, committee and/or chairmanship fees. Amounts shown include five quarterly payments due to a shift in timing of payments resulting in the first quarter 2017 retainer being paid in late December 2016.

~~(b)~~

The assumptions used to calculate the valuation of the awards are set forth in Note 6 to the Notes to Audited Consolidated Financial Statements in Coeur’s Annual Report on Form 10-K for the year ended December 31, 2016. Stock is granted in full shares which may not equal exactly the stock portion of the retainer.

~~(c)~~

As of December 31, 2016, none of our outside directors held outstanding unvested or unexercised equity awards as all prior stock options have expired and director stock awards are now fully vested upon grant.

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~~2016 EXECUTIVE COMPENSATION INFORMATION~~

~~EQUITY COMPENSATION PLANS~~

~~The following table sets forth information as of December 31, 2016 regarding the Company’s equity compensation plans.~~

Plan Category
Number of shares to
be issued upon
exercise of
outstanding options,
warrants and rights
($)^(a)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
($)^(b)
Number of shares
remaining
available for future
issuance under
equity
compensation plans
(excluding
securities reflected
in column (a))⁽¹⁾
($)^(c)
Equity compensation plans approved by security holders

656,611

10.76

3,303,388

Equity compensation plans not approved by security holders

–

–

–

Total

656,611

10.76

3,303,388

~~(1)~~

Amounts include 2,372,632 performance shares that cliff vest three years after the date of grant if certain market and performance criteria are met, if the recipient remains an employee of the Company and subject to approval of the Compensation Committee of the Board of Directors. The Compensation Committee of the Board of Directors has discretion to settle performance shares in cash.

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~~TABLE OF CONTENTS~~

~~PROPOSAL NO. 4:~~

~~ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION~~

~~What am I voting on?~~	We are asking our stockholders to vote on an advisory resolution about how frequently stockholders will be asked, on an advisory basis, to approve the compensation paid to our executive officers in the future.
~~Vote Required:~~	~~Majority of votes cast.~~
~~Recommendation:~~	~~The Board recommends a vote for 1 YEAR.~~

Pursuant to Section 14A of the Exchange Act, we are asking stockholders to vote on how often future advisory votes to approve executive compensation of the nature reflected in Proposal No. 3 above (a “say-on-pay” vote) should be included in the Company’s proxy materials for future annual stockholder meetings. Under this Proposal No. 4, stockholders may vote to have the say-on-pay vote every year, every two years or every three years.

The Company believes that “say-on-pay” votes should be conducted every year so that stockholders may annually express their views on the Company’s executive compensation program. The Compensation Committee, which administers the Company’s executive compensation program, values the opinions expressed by stockholders in “say-on-pay” votes and will continue to consider the outcome of these votes in making its decisions on executive compensation.

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~~TABLE OF CONTENTS~~

OTHER MATTERS

Management is not aware of any other matters to be considered at the Annual Meeting. If any other matters properly come before the meeting, the

persons named in the enclosed proxy will vote the Proxy in accordance with their discretion.

~~Related Person Transactions~~

Our Related Person Transactions Policy includes written policies and procedures for the review, approval or ratification of related person transactions. As more fully explained in this policy, any transaction in which a related person has a material interest, other than transactions involving aggregate amounts less than $120,000, must be approved or ratified by the Nominating and Corporate Governance Committee. The policies apply to all executive officers, directors and their immediate family members. Since the beginning of 2016, there were no related person transactions under the relevant standards.

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

^■

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

^■

~~Any reported transaction that our legal department determines may qualify as a related person transaction is referred to the Nominating and Corporate Governance Committee.~~

^■

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

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

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Coeur’s officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file initial reports of ownership of our equity securities on Form 3 and reports of changes in ownership on Form 4 or Form 5. Persons subject to Section 16 are required by SEC

regulations to furnish us with copies of all Section 16(a) forms that they file. Based solely on a review of such forms furnished to us and written representations that no other reports were required, we believe that for 2016 all required reports were filed on a timely basis under Section 16(a).

82|~~2017 Proxy Statement~~

~~TABLE OF CONTENTS~~

Cautionary Statement Concerning Forward-Looking Statements

This proxy statement contains numerous forward-looking statements within the meaning of Section 21E of the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”)~~ relating to our gold, silver, zinc and ~~silver~~lead mining business, including statements regarding ~~development at the Palmarejo complex, expansion at Rochester, development at Kensington, transitioning to a lower-cost, high-quality profitable precious metals producer,~~ reserve and measured and indicated mineralized material estimates, production levels, cash flow levels, growth, margins, mine lives, exploration efforts, capital expenditures, the temporary suspension of mining and processing activities at Silvertip, mill expansion and exploration plans and expectations at Silvertip, the impact of the new crushing circuit at Rochester, expectations regarding permitting and expansion at Rochester, mining and processing rates, costs, risk profile, returns and ~~risk profile.~~advancement of strategic priorities. Such forward-looking statements are identified by the use of words such as “believes,” “intends,” “expects,” “hopes,” “may,” “should,” “plan,” “projected,” “contemplates,” “anticipates” or similar ~~words. Actual~~words and involve known and unknown risks, uncertainties and other factors which may cause Coeur’s actual results, ~~could differ~~performance, or achievements to be materially different from ~~those projected in~~any future results, performance, or achievements expressed or implied by the forward-looking statements. The factors that could cause actual results to differ materially from those projected in the forward-looking statements include (i) the risk factors set forth in our Annual Report ~~on Form 10-K for~~(ii) the ~~fiscal year ended December 31, 2016, (ii)~~risk that anticipated production, cost and expense levels are not attained, (iii) the risks and hazards inherent in the mining business (including risks inherent in developing large-scale mining projects, environmental hazards, industrial accidents, weather or geologically related conditions), ~~(iii)~~(iv) changes in the market prices of gold, silver, zinc and lead and treatment and refining charges of gold, silver, zinc and lead, and a sustained lower price or higher treatment and refining charge environment ~~(iv)~~or the impact to, (v) the uncertainties inherent in ~~our~~the Company’s production, exploratory

and developmental activities, including risks relating to permitting and regulatory delays (including the impact of government shutdowns), ground conditions and grade variability, ~~(v)~~(vi) any future labor disputes or work stoppages (involving ~~Coeur~~the Company and its subsidiaries or ~~any~~ third parties), ~~(vi)~~(vii) the uncertainties inherent in the estimation of gold, silver, zinc and ~~silver~~lead mineral reserves and ~~measured and indicated~~ mineralized ~~materials, (vii)~~material, (viii) changes that could result from ~~our~~the Company’s future acquisition of new mining properties or businesses, ~~(viii) reliance on third parties to operate certain mines where we own silver production and reserves,~~ (ix) the absence of control over mining operations in which we or any of our subsidiaries holds royalty or streaming interests and risks related to these mining operations (including results of mining and exploration activities, environmental, economic and political risks and changes in mine plans and project parameters); (x) the loss of access to or insolvency of any third-party smelter to ~~which we market gold and silver, (xi)~~whom the Company markets its production, (x) the effects of environmental and other governmental regulations ~~(xii)~~and government shut-downs, (xi) the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries, and ~~(xiii) our~~(xii) the Company’s ability to raise additional financing necessary to conduct its business, make payments or refinance its debt. ~~You should~~Readers are cautioned not to put undue reliance on forward-looking statements. ~~We disclaim~~The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

Stockholder Proposals for the ~~2018~~2021 Annual Stockholders’ Meeting

Proposals of stockholders intended to be presented at the 2018 Annual Meeting must be received by our Corporate Secretary, Coeur Mining, Inc., 104 South Michigan Avenue, Suite 900, Chicago, Illinois, no later than the close of business on November 29, 2017 in order for them to be considered for inclusion in the Proxy Statement for the 2018 Annual Meeting of Stockholders. A stockholder desiring to submit a proposal, including a director nomination, to be voted on at next year’s Annual Meeting, but not desiring to have such proposal included in next year’s proxy statement relating to that meeting, must deliver notice of such proposal, including the information specified in the Bylaws, to us no earlier than the close of business on January 9, 2018 and no later than the close of business on February 8, 2018. If the 2018 Annual Meeting is more than 30 days before

►

Proposals of stockholders intended to be submitted and presented at the 2021 Annual Meeting pursuant to the SEC Rule 14a-8 must be received by our Corporate Secretary, Coeur Mining, Inc., 104 South Michigan Avenue, Suite 900, Chicago, Illinois, no later than the close of business on November 30, 2020 in order for them to be considered for inclusion in the proxy statement for the 2021 Annual Stockholders’ Meeting (the “2021 Annual Meeting”).

►

A stockholder wishing to submit a proposal, including a director nomination, to be voted on at the 2021 Annual Meeting under the advance notice provisions included in our Bylaws or a director nomination for inclusion in the proxy materials for our 2021 Annual Meeting, must deliver notice of such proposal or director nomination as applicable, including the information specified in the Bylaws, to us no earlier than the close of business on January 12, 2021 and no later than the close of business on February 11, 2021. If the 2021 Annual Meeting is more than 30 days before or more than 70 days after the anniversary date of the 2020 Annual Meeting, such notice must be delivered to us no earlier than the close of business on the 120^thday prior to the meeting and no later than the close of business on the later of the 90^thday prior to the meeting or the 10^thday following the date on which public announcement of such meeting is first made.

►

Failure to comply with the advance notice requirements will permit management to use its discretionary voting authority if and when the proposal is raised at the Annual Meeting without having had a discussion of the proposal in the proxy statement. For these purposes, “close of business” shall mean 6:00 p.m. local time at the principal executive offices of the Company on any calendar day, whether or not the day is a business day.

~~or more than 70 days after the anniversary date of the 2017 Annual Meeting, such notice must be delivered to us no earlier than the close of business on the 120~~^th ~~day prior to the meeting and no later than the close of business on the later of the 90~~^th ~~day prior to the meeting or the 10~~^th day following the date on which public announcement of such meeting is first made. For these purposes, "close of business" shall mean 6:00 p.m. local time at the principal executive offices of the Company on any calendar day, whether or not the day is a business day. Failure to comply with these advance notice requirements will permit management to use its discretionary voting authority if and when the proposal is raised at the Annual Meeting without having had a discussion of the proposal in the proxy statement.

☒	No fee required.

o ☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

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o ☐	Fee paid previously with preliminary materials.

o ☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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	(2)	Form, Schedule or Registration Statement No.:

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	1.	~~To elect as directors~~
	Date: Tuesday, May 12, 2020 Time: 9:30 a.m. local time Place: 104 S. Michigan Avenue Second Floor Auditorium Chicago, Illinois 60603 Record Date: March 16, 2020			Agenda: 1. Elect the ~~eight~~ten director nominees named in the Proxy Statement ~~to serve for the ensuing year and until their respective successors are duly elected and qualified;~~

~~YOUR VOTE IS IMPORTANT~~		Online at www.proxyvote.com	Call toll-free from the United States, U.S. territories and Canada via 1-800-690-6903

	~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF~~ ~~STOCKHOLDERS TO BE HELD ON MAY 9, 2017.~~
~~OUR PROXY STATEMENT IS ATTACHED. FINANCIAL AND OTHER INFORMATION CONCERNING COEUR~~ ~~MINING, INC. IS CONTAINED IN OUR 2016 ANNUAL REPORT TO STOCKHOLDERS. YOU MAY ACCESS THIS~~ ~~PROXY STATEMENT AND OUR 2016 ANNUAL REPORT TO STOCKHOLDERS AT~~ ~~www.edocumentview.com/cde~~		Mail your signed proxy or voting instruction form	Attend the Annual Meeting in person

	Time and ~~Date:~~Date			9:30 a.m., local time on Tuesday May ~~9, 2017~~12, 2020
	~~Place:~~Place			104 S. Michigan Avenue, 2^nd Floor Auditorium, Chicago, Illinois 60603
	Record ~~Date:~~Date			Monday, March ~~14, 2017~~16, 2020
	~~Voting:~~Voting			Holders of common stock as of the Record Date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.
	~~Entry:~~Entry			You are entitled to attend the Annual Meeting only if you were a Coeur ~~Mining, Inc. (“Coeur” or the “Company”)~~ stockholder as of the close of business on the Record Date or hold a valid proxy for the Annual Meeting.
	You should be prepared to present valid photo identification for admittance. If you do not provide photo identification, you will not be admitted to the Annual Meeting. Please let us know if you plan to attend the ~~meeting~~Annual Meeting by marking the appropriate box on the enclosed proxy card if you requested to receive printed proxy materials, or, if you vote by telephone or over the internet, by indicating your plans when prompted.

Revenue		Operating Cash Flow
$711.5M Increase of 14% YOY		$91.9M Increase of 357% YOY⁽¹⁾

Safety		Reduction of Total Debt
	11%		36%
YOY reduction in Total Reportable Injury Frequency Rate		YOY reduction from $458.8M to $295.5M

Gold Production		Silver Production
359,418 ounces Strong gold production, in line with guidance		11.7M ounces 9% lower YOY due to lower-than-expected production from Silvertip & Rochester

Gold Measured & Indicated Mineralized Material		Silver Measured & Indicated Mineralized Material
	8%		7%

	5.	~~To transact~~ Transact such other business as properly may come before the Annual ~~Meeting.~~Meeting Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

	ENHANCED		~~2017~~ PROXY STATEMENT SUMMARY		1

~~GENERAL INFORMATION~~		9
~~Questions and Answers about the Annual~~ ~~Meeting~~		9
		~~Votes Required to Approve the Proposals~~CORPORATE GOVERNANCE		117

~~PROPOSAL NO. 1: ELECTION OF~~ ~~DIRECTORS~~		12
	ENHANCED		Director and Nominee Experience and Qualifications		127

		Board Composition and Refreshment		138

		Director Nomination Process		139
			Proxy Access		9
			Evaluation Process for Current Directors		10
			Majority Vote Standard for the Election of Directors		1310

		~~Nominees~~PROPOSAL NO. 1: ELECTION OF DIRECTORS		1411

~~CORPORATE GOVERNANCE~~		18
	ENHANCED		Director Nominees		11
			Meeting Attendance		17
			Committees of the Board of Directors		18
			Board Leadership and Independent Chairman		20
			Director Independence		20
			Related Person Transactions		20
			Meetings of Non-Management Directors		21
			Director Education and Development		21
			Policy Regarding Director Nominating Process		21
			Management Succession Planning and Talent Development		21
			Board Oversight of Long-Term Strategy and Capital Allocation		22
			Stockholder Outreach and Engagement		23
			Corporate Governance Guidelines and Code of Business Conduct and Ethics		23
	ENHANCED		Responsibility		23
	NEW		Human Capital Management		26
			Policy Regarding Stockholder and Other Interested Person Communications with Directors		28
			Compensation Consultant Disclosure		28
			Risk Oversight		29
			Compensation and Leadership Development Committee Role in Risk		30
			Compensation and Leadership Development Committee Interlocks and Insider Participation		30
			Audit and Non-Audit Fees		30
			Audit Committee Policies and Procedures for Pre-Approval of Independent Auditor Services		31
			AUDIT COMMITTEE REPORT		31
			PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020		2733

		INFORMATION ABOUT EXECUTIVE OFFICERS		2933

		SHARE OWNERSHIP		3236
~~AUDIT COMMITTEE REPORT~~		33
~~COMPENSATION DISCUSSION AND~~ ~~ANALYSIS~~		35
~~Executive Summary~~		36
~~Our Executive Compensation Practices~~		40
~~Our 2016 Executive Compensation~~ ~~Components~~		40
~~Stockholder Outreach~~		42
~~2014−2016 Executive Compensation Results~~		44
~~Payment of Component 2 of CEO~~ ~~Supplemental Incentive Opportunity~~		46
~~Compensation Objectives and Principles~~		48
~~Compensation Components~~		52

~~2016 NEO Performance & Compensation~~		53
~~Benefits and Perquisites~~		63
~~Retirement and Deferred Compensation~~ ~~Plans~~		64
~~Other Compensation Arrangements and~~ ~~Policies~~		64
~~COMPENSATION COMMITTEE~~ ~~REPORT~~		66
~~PROPOSAL NO. 3: ADVISORY~~ ~~RESOLUTION TO APPROVE~~ ~~EXECUTIVE COMPENSATION~~		67
~~2016 EXECUTIVE COMPENSATION~~ ~~INFORMATION~~		69
~~2016 Summary Compensation Table~~		69
~~2016 Grants of Plan-Based Awards~~		71
~~Narrative Disclosure to Summary~~ ~~Compensation Table and Grants of Plan-~~~~Based Awards Table~~		72
~~Outstanding Equity Awards at 201~~6 ~~Year-~~~~End~~		73
~~2016 Option Exercises and Stock Vested~~		74
~~Pension Benefits and Nonqualified Deferred~~ ~~Compensation~~		74
~~Potential Payments Upon Termination or~~ ~~Change-In-Control~~		75
~~DIRECTOR COMPENSATION~~		79
~~EQUITY COMPENSATION PLANS~~		80
~~PROPOSAL NO. 4: ADVISORY VOTE~~ ON ~~THE~~ ~~FREQUNCY OF FUTURE~~ ~~ADVISORY VOTES~~ ~~TO APPROVE~~~~EXECUTIVE COMPENSATION~~		81
~~OTHER MATTERS~~		82
~~APPENDIX A – CERTAIN ADDITIONAL~~ ~~INFORMATION~~		A-1

	COMPENSATION DISCUSSION AND ANALYSIS	37

ENHANCED	CD&A Summary	38
	Our Executive Compensation Program	43
	2019 Executive Compensation - Actual Pay Compared to Target	48
	2019 Executive Compensation Results	49
	Other Compensation Arrangements and Policies	58
	DIRECTOR COMPENSATION	59
	COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE REPORT	60
	PROPOSAL NO. 3: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION	61
	2019 EXECUTIVE COMPENSATION INFORMATION	62

	2019 Summary Compensation Table	62
	2019 Grants of Plan-Based Awards	63
	Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table	64
	Outstanding Equity Awards at 2019 Year-End	65
	2019 Option Exercises and Stock Vested	66
	Pension Benefits and Nonqualified Deferred Compensation	66
	Potential Payments Upon Termination or Change-In-Control	67
	2019 RATIO OF CEO COMPENSATION TO MEDIAN EMPLOYEE COMPENSATION	71
	GENERAL INFORMATION	72
	OTHER MATTERS	76

	Cautionary Statement Concerning Forward-Looking Statements	76
	Stockholder Proposals for the 2021 Annual Stockholders’ Meeting	76
	APPENDIX A CERTAIN ADDITIONAL INFORMATION	78

	Reconciliation of Non-U.S. GAAP Information	78
	Average Spot Prices	79
	Reserves, Resources and Mineralized Material	80

	Adjusted EBITDA⁽¹⁾			Earnings before interest, taxes, depreciation and amortization, adjusted to exclude items that may not be indicative of, or are unrelated to our core operating results
	AgEqOz			Silver equivalent ounce. Silver-to-lead and silver-to-zinc equivalence incorporated into calculations under the 2019 AIP are calculated based on average spot prices for the year ended December 31, 2019.
	AIP			Annual Incentive Plan
	Annual Meeting			2020 Annual Stockholders’ Meeting to be held May 12, 2020
	Audit or Audit Committee			Audit Committee of the Board
	Board			Coeur’s Board of Directors
	CAS			Costs applicable to sales
	CD&A			Compensation, Discussion and Analysis
	CLDC or CLD Committee			Compensation and Leadership Development Committee of the Board
	Code			Code of Business Conduct and Ethics
	Coeur or the Company			Coeur Mining, Inc.
	EHSCR or EHSCR Committee			Environmental, Health, Safety and Corporate Responsibility Committee of the Board
	ESG			Environmental, social and governance
	Exec			Executive Committee of the Board
	FCF⁽¹⁾			Free cash flow
	LTIP			Coeur’s Long-Term Incentive Plan
	NCGC or NCG Committee			Nominating and Corporate Governance Committee of the Board
	NEOs			Named Executive Officers
	OCF			Operating cash flow
	PCAOB			Public Company Accounting Oversight Board
	PSUs			Performance share units issued under the LTIP
	Record Date			March 16, 2020
	ROIC			Return on invested capital
	RS			Restricted shares issued under the LTIP
	SEC			Securities and Exchange Commission
	Semler Brossy			Semler Brossy Consulting Group LLC
	Total Debt			Total Company debt, which includes capital leases, net of debt issuance costs and premium received
	TSR			Total stockholder return
	YOY			Year-over-year

	Annual Meeting
	Annual Report: www.coeur.com/_resources/pdfs/2019-Annual-Report.pdf

	Annual Meeting Website www.coeur.com/investors/events/2020-annual-stockholders-meeting

	Vote your shares via the internet: www.proxyvote.com

	Register to attend the meeting www.proxyvote.com

	Investor Relations
	www.coeur.com/investors/overview/
	Corporate Governance
	The following are available at our Corporate Governance website:
	www.coeur.com/company/corporate-governance/

	►			Audit Committee Charter
	►			Compensation and Leadership Development Committee Charter
	►			EHSCR Committee Charter
	►			Executive Committee Charter
	►			Nominating and Corporate Governance Committee Charter
	►			Code of Business Conduct and Ethics
	►			Bylaws
	►			Certificate of Incorporation

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

Proposal		Coeur Board Voting Recommendation	Page Reference (for more detail)
1.	Election of eight directors	FOR each nominee	12
2.	Ratification of the appointment of Grant Thornton LLP as Coeur’s independent registered public accounting firm for 2017	FOR	27
3.	Vote on an advisory resolution to approve executive compensation	FOR	67
4.	Vote on an advisory resolution on the frequency of future advisory votes to approve executive compensation	1 YEAR	81

Proposal		Coeur Board Voting Recommendation	Page Reference (for more detail)
1	Election of ten directors named in this Proxy Statement	FOR each nominee	11
2	Ratification of the appointment of Grant Thornton LLP as Coeur’s independent registered public accounting firm for 2020	FOR	33
3	Vote on an advisory resolution to approve executive compensation	FOR	61

93%			92%			91%			90%
OF COEUR EMPLOYEES FEEL SAFE PERFORMING THEIR JOBS			OF COEUR EMPLOYEES FEEL COMFORTABLE REPORTING UNSAFE CONDITIONS OR PRACTICES			OF COEUR EMPLOYEES BELIEVE COEUR IS COMMITTED TO MINIMIZING ITS ENVIRONMENTAL IMPACT			OF COEUR EMPLOYEES ARE PROUD TO WORK AT COEUR

CEO Variable and “At Risk” Compensation		NEO Variable and “At Risk” Compensation (excluding CEO)
Coeur	Peer Group Average⁽¹⁾	Coeur Average	Peer Group Average⁽¹⁾
77%	78%	72%	69%

	Variable Compensation							Fixed Compensation
Named Executive Officer	Long-Term Equity Incentives (at Target)		Annual Incentive Payouts			Total Variable		Base Salary
Mitchell J. Krebs, President, Chief Executive Officer & Director	$	1,560,000	$	721,500	⁽¹⁾	$	2,281,500	$	650,000
Peter C. Mitchell, Senior Vice President & Chief Financial Officer	$	720,000	$	341,400		$	1,061,400	$	400,000
Frank L. Hanagarne, Jr. Senior Vice President & Chief Operating Officer	$	720,000	$	332,400		$	1,052,400	$	400,000
Casey M. Nault, Senior Vice President, General Counsel & Secretary	$	487,500	$	308,813		$	796,313	$	370,833	⁽²⁾
Hans J. Rasmussen, Senior Vice President, Exploration	$	412,500	$	162,165		$	574,665	$	285,000

Select 2019 CEO Compensation Results⁽¹⁾
	Target	Payout⁽²⁾	Payout as % of Target
AIP	$843,750	$565,313	67%
LTIP – PSUs for 2017-2019 Performance Period	$1,215,000	$241,786	20%

Metric	Weight	Result	Payout
Silver Equivalent Production⁽³⁾	10%	0%	0%
Gold Production	15%	93%	14%
Silver Equivalent CAS⁽³⁾	15%	0%	0%
Gold CAS	15%	90%	14%
Adjusted EBITDA	30%	53%	16%
Safety and Environmental	15%	157%	24%
Weighted Average Payout			67%

Metric	Weight⁽⁴⁾	Payout
Operating Cash Flow/share	25%	0%
Reserves & Mineralized Material/share	25%	113%
3-Year Relative TSR	50%	0%
Weighted Average Payout		28%

(3)	~~Independent Board chairman~~
^■	~~All directors independent other than CEO~~
~~Board Refreshment~~Silver equivalent production and ~~Succession Planning~~	^■	~~Three new independent directors elected to the Board in 2013, replacing four longer-tenured directors~~
	^■	~~In 2016, the Board engaged a third party to consult on refreshment~~ silver equivalent CAS include zinc and ~~succession planning~~
~~Robust Board~~lead as silver equivalents. See “2019 Company AIP Performance Measures and ~~Committee Evaluations~~	^■	~~Annual evaluations promote Board and Board committee effectiveness~~
	^■	~~Chairman’s one-on-one meetings with each director promote candor, effectiveness and accountability~~
~~Related Party~~ ~~Transactions~~	^■	~~No related person transactions with directors or executive officers~~
~~Board-Level Risk~~ ~~Oversight~~	^■	~~The Board and Board committees take an active role~~ Weights” in the ~~Company’s risk oversight and risk management processes~~ CD&A for more information.

~~Active Stockholder~~ ~~Engagement~~ (4)	^■	~~During 2016, Coeur continued its stockholder outreach efforts on governance, executive compensation and other matters~~
~~Stockholder Rights~~
~~Annual Election of~~ ~~Directors~~	^■	~~All directors are elected annually for one-year terms~~
~~Majority Voting for~~ ~~Director Elections~~	^■	~~Majority voting in uncontested director elections with~~Weighting is calculated as a ~~resignation policy~~
~~Stockholder Right to~~ ~~Call Special Meetings~~	^■	~~Stockholders owning 20% or more of Coeur’s common stock have the right to call a special meeting~~percentage of the ~~stockholders~~
~~No Poison Pill~~	^■	~~Coeur does not have a poison pill or similar anti-takeover defenses in place~~ total 2017 performance share grant. The 2017 performance share grant constituted 60% of the total 2017 LTIP aware opportunity, with the other 40% granted as three-year time-vesting restricted shares. For details about the calculation of the payout for the 2017 performance share awards, see “Payouts for 2017-2019 Performance Shares”.

Name	Age	Director Since	Principal Occupation	Committee Membership
Robert E. Mellor (Chairman)	73	1998	Director, CalAtlantic Group, Inc.; Director, Monro Muffler/Brake, Inc.	^■ Compensation ^■ Nominating & Corporate Governance (C) ^■ Executive (C)
Linda L. Adamany	65	2013	Director, AMEC Foster Wheeler plc; Director, Leucadia National Corporation; former Refining & Marketing Executive Committee member, BP plc	^■ Audit (C) ^■ Environmental, Health, Safety & Social Responsibility (“EHSSR”)
Kevin S. Crutchfield	56	2013	CEO and Director, Contura Energy, Inc.; Chairman, National Mining Association	^■ Compensation ^■ EHSSR
Sebastian Edwards	63	2007	Henry Ford II Professor of International Business Economics, UCLA	^■ Compensation ^■ EHSSR
Randolph E. Gress	61	2013	Retired Chairman, CEO and President, Innophos, Inc.	^■ Audit ^■ Nominating & Corporate Governance
Mitchell J. Krebs	45	2011	President and CEO, Coeur Mining, Inc.	^■ Executive
John H. Robinson	66	1998	Chairman and Founder, Hamilton Ventures LLC; Director, Alliance Resources Management GP, LLC, Federal Home Loan Bank of Des Moines, and Olsson Associates	^■ Audit ^■ Compensation (C) ^■ Nominating & Corporate Governance ^■ Executive
J. Kenneth Thompson	65	1998	Director, Pioneer Natural Resources, Tetra Tech and Alaska Air Group, Inc., President and CEO, Pacific Star Energy LLC	^■ Audit ^■ Nominating & Corporate Governance ^■ EHSSR (C) ^■ Executive

INNOVATION			DISCLOSURE			CORPORATE GOVERNANCE			11
VERDANTIX ENVIRONMENT, HEALTH & SAFETY INNOVATION AWARD IN METALS, MINING & NATURAL RESOURCES CATEGORY			CORPORATE SECRETARY MAGAZINE AWARD FOR BEST SMALL- CAP PROXY STATEMENT			ISS QUALITYSCORE OF “1” FOR CORPORATE GOVERNANCE — THE HIGHEST POSSIBLE SCORE			CONSECUTIVE YEARS PALMAREJO HAS RECEIVED THE SOCIALLY RESPONSIBLE BUSINESS AWARD FROM THE MEXICAN CENTER FOR PHILANTHROPY

OUTREACH			11			92			2			4
TO ALL INVESTORS HOLDING 0.15% OR MORE OUTSTANDING COEUR STOCK			INVESTOR PRESENTATIONS			ONE-ON-ONE AND GROUP MEETINGS WITH INVESTORS			SITE TOURS FOR INVESTORS AND ANALYSTS			CONFERENCE CALLS WITH INVESTORS AND ANALYSTS WITH Q&A

	What We Heard from Stockholders						What We Did
	Increase focus on ESG, including in our executive compensation program						► Components of the AIP tied to safety and environmental performance increased from 15% to 20% for the 2020 AIP ► Increased focus on incorporating ESG factors, including climate change concerns, into the Company’s long-term business strategy and disclosures
	Refresh Board and increase diversity						► Added three new directors since 2018, all of whom are diverse and add jurisdictional expertise relevant to our operations – British Columbia, Mexico and Nevada
	Increase proportion of executive compensation program linked to driving long-term stockholder value						► Made 100% of the core measures of our performance shareprogram drivers of stockholder value, and retained relative TSR as a modifier
	Adopt “proxy access” to enhance stockholder rights						► Adopted proxy access, allowing stockholders who have satisfied specified requirements included in our Bylaws to include director nominees in the Company’s proxy statement and form of proxy
	Expand scope of “clawback” policy to cover misconduct						► Amended our “clawback” policy to allow the Board to recover incentive compensation in the event of executive misconduct in addition to financial restatements
	Include directors in stockholder engagement calls						► Our independent directors, including our Chairman and the Chairs of our Board committees, are made available to engage directly with stockholders as part of our annual stockholder outreach program

			Current and Former Chief Executive Directors with experience in significant leadership positions possess strong abilities to motivate and develop people and understand the complexities and challenges of managing a large organization						Project Development/Management The mining business is project intensive. Coeur benefits by having directors who have experience through the entire lifecycle of acquiring, developing and managing large and complex projects
			Environmental, Social and Governance / Health and Safety Operating safely and protecting the environments and communities in which we operate is our highest priority and critical to the success of our business						Government Affairs, Regulatory and Legal We operate in a heavily regulated industry that is directly affected by governmental actions and legal requirements at the local, state and federal levels in the United States, Mexico and Canada
			Strategy Development and Execution Directors with experience Driving strategic direction and growth through mergers, acquisitions, joint ventures and other strategic initiatives, and overseeing commitment of resources, risk management and execution provide critical insights in evaluating strategic plans and opportunities						Capital Markets Transactions Analysis and understanding of proposed capital markets transactions, including risks and the impact to our existing capital structure is critical to oversight of strategy execution and project management
			Extractive or Cyclical Industry The mining sector, particularly precious metals mining, is cyclical, and stockholders and management benefit from the perspectives and experience of directors who have lead firms through several full business cycles						U.S. Public Company Board Service As a U.S.-based and NYSE-listed company, Directors who have experience serving on other U.S. public company boards generally are well-prepared to fulfill the Board’s responsibilities of overseeing and providing insight and guidance to management in the context of U.S. public company regulation and governance structures
			Finance/Accounting We operate in a complex financial and regulatory environment with disclosure requirements, detailed business processes and internal controls						Technology/Cyber Security Important in providing perspectives on innovation and overseeing the physical and cyber threats against the security of our operations, assets and systems
			Human Capital Management Oversight of the recruitment, retention and development of key talent is critical for execution of Company strategies and initiatives						Culture A strong culture is the foundation for effective risk management, attracting, retaining and developing top talent, transparency and accountability, and strategy development and execution.
			Geographic Experience in the jurisdictions in which we operate helps us navigate unique jurisdictional challenges, including culture and the legal and regulatory environment

Eduardo Luna

Age: 74 Director Since: 2018	Experience:
	►	Member of the Board of Directors of Wheaton Precious Metals Corp., a precious metals streaming company, since 2004, Chairman of the Board of Directors, from 2004 to 2009, interim Chief Executive Officer, from October 2004 to April 2006, and Executive Vice President from 2002 to 2005
	►	Chairman of the Board of Directors of Rochester Resources Ltd., a junior natural resources company with assets in Mexico
	►	Member of the Board of Directors of DynaResource, Inc., an exploration stage precious metals company, and special advisor to the president of its wholly-owned Mexican subsidiary, from March 2017 to July 2019.
	►	Chairman of the Advisory Board of the Faculty of Mines at the University of Guanajuato
	►	Director of Minas de Bacís, a private mining company with operations in Mexico, since 2018.
	►	Director of Avantti Medi Clear, a private company, since 2010
	►	Member of the Board of Directors of Primero Mining Corp., a precious metals mining company, from 2008 to 2016, also holding several senior management roles during that period, including Executive Vice President and President (Mexico), and President and Chief Operating Officer
	►	Executive Vice President of Goldcorp Inc., from March 2005 to September 2007
	►	President of Luismin, S.A. de C.V., from 1991 to 2007
	Education:
	►	Earned a Bachelor in Science in Mining Engineering from Universidad de Guanajuato
	►	Earned a M.B.A. from Instituto Tecnologico de Estudios Superiores de Monterrey
	►	Earned an Advanced Management Degree from Harvard University
	Expertise:
	►	Mr. Luna brings extensive mining industry, executive leadership, public company board, project development/management and cyclical business experience through his roles with Luisman, Goldcorp, Primero and Wheaton, among others, as well as experience with Mexican government relations and regulatory matters, which is particularly valuable given the significance to Coeur of the Palmarejo complex

Jessica L. McDonald

Age: 51 Director Since: 2018	Experience:
	►	Chair of Board of Directors of Canada Post Corporation, the national postal service of Canada, since December 2017, and interim President and Chief Executive Officer from April 2018 to March 2019
	►	Chair of the Board of Directors of Trevali Mining Corporation, a Canadian zinc-focused base metals mining company, since March 2019, and member of the Board of Directors since October 2017
	►	Member of the Board of Directors of Hydro One Limited, an electricity transmission and distribution utility serving the Canadian province of Ontario, since August 2018
	►	President and Chief Executive Officer from 2014 to 2017 of the British Columbia Hydro and Power Authority, a provincial Crown Corporation that operates generation, transmission and distribution infrastructure to deliver electricity to four million customers in British Columbia, Canada, and which generated total revenues of $5.87 billion in 2017
	►	Member of the Board of Directors of the Greater Vancouver Board of Trade since 2016
	►	Member of the Board of Directors of Insurance Corporation of British Columbia from 2014 to 2016
	►	Chair of the Board of Directors of Powertech Labs, one of the largest testing and research laboratories in North America, from 2014 to 2017
	►	Member of the Board of Directors of Powerex Corp., a key participant in energy trading markets in North America from 2014 to 2017
	►	Executive Vice President of Heenan Blaikie Management Ltd. from 2010 to 2013
	►	Various positions in the British Columbia, Canada, government, including as Deputy Minister to the Premier, Cabinet Secretary and Head of the British Columbia Public Service from 2005 to 2009
	►	Named to Canada’s Top 100 Most Powerful Women Hall of Fame
	►	Appointed to the Member Council of Sustainable Development Technology Canada
	►	Fellow at Stanford University, Center for Energy Policy and Finance, from 2017 to 2018
	Education:
	►	Holds a Bachelor of Arts degree from the University of British Columbia
	►	Holds an ICD.D Designation from the Institute of Corporate Directors at the Rotman School of Management, University of Toronto
	Expertise:
	►	Ms. McDonald brings extensive leadership, project development/management, and health, safety and environmental experience, including as the President and CEO of British Columbia Hydro and Power Authority and various prominent roles with the British Columbia government and as a director of several companies. Ms. McDonald’s experience with British Columbia government relations and regulatory matters is particularly relevant in light of Coeur’s acquisition in 2017 of the Silvertip silver-zinc-lead mine in British Columbia

Brian E. Sandoval

Age: 56 Director Since: 2019	Experience:
	►	President of Global Gaming Development, MGM Resorts International, a global hospitality and entertainment company, since January 2019
	►	Governor of the State of Nevada from January 2011 to January 2019
	►	Chair of the National Governors Association from July 2017 to July 2018
	►	Federal Judge, U.S. District Court for the District of Nevada from 2005 to 2009
	►	Nevada Attorney General from 2003 to 2005
	►	Member of the Nevada Assembly (and Natural Resources Committee) from 1994 to 1998
	►	Member of the Nevada Gaming Commission and Tahoe Regional Planning Agency from 1998 to 2001
	Education:
	►	Holds a Bachelor of Arts degree in English and a minor in Economics from the University of Nevada, Reno
	►	Holds a Juris Doctor degree from the Ohio State University Moritz College of Law
	Expertise:
	►	As the former Governor of Nevada, Mr. Sandoval brings an important perspective and significant government and regulatory affairs experience in a jurisdiction where Coeur owns several important assets, including the Rochester Mine and the Sterling Project, as well as significant leadership and chief executive experience, mining industry experience, and health, safety and environmental experience. Mr. Sandoval also brings legal experience as a former federal judge and practicing attorney in Nevada

Each year, we launch two main outreach efforts, one in the spring in conjunction with proxy season and one in the fall. Our independent directors are also available to engage with stockholders, either directly or as part of our regular stockholder engagement program. In 2019, we contacted all institutional stockholders who owned at least 0.15% of our aggregate outstanding shares of common stock (as of June 30, 2019), representing approximately 57.8% of our aggregate outstanding shares of common stock, and engaged with all stockholders who responded to our invitation to discuss corporate governance, executive compensation and ESG matters. This led to focused discussions with the stockholders who accepted our invitation, which gave us valuable feedback on key issues and specific elements of our programs. Stockholder feedback is reported to
and discussed with our Board and relevant committees. In recent years, we increased our focus and efforts on incorporating ESG factors into our long-term business strategy, increased the proportion of incentive compensation programs linked with ESG factors and improved communication of our ESG practices and performance with investors and other stakeholders. We also acted upon feedback on topics such as Board gender diversity and refreshment and proxy access. The CLD Committee’s introduction of a ROIC-based measure into the performance share program for 2020 aligns with feedback from stockholders that the program should have measures that drive long-term stockholder value.

	►			Recognized by the 2020 Women on Boards as a “Winning ‘W’ Company” for having a Board comprised of at least 20% women in 2020
	►			National Association of Corporate Directors 2019 Directorship 100, J. Kenneth Thompson, Director
	►			Crain’s Chicago Notable General Counsel List, Casey Nault, SVP General Counsel and Secretary
	►			Crain’s Chicago Notable Leaders in HR List, Emilie Schouten, SVP, Human Resources
	►			Winner of the 2019 Corporate Secretary Magazine Corporate Governance Awards for Best Proxy Statement (small cap)
	►			Finalist for the 2019 Corporate Secretary Magazine Corporate Governance Awards Best for Compliance & Ethics Program (small to mid-cap)


	Effective human capital management at Coeur is critical to achieving our strategic goals. Coeur’s leadership principles are the foundation for a common language through which all employees can navigate individual success while collectively driving long-term value for our Company and stockholders. We seek to recruit employees at all levels who embody our principles through safe and ethical conduct. We invest in evaluating and developing our talent by providing meaningful feedback and training and believe that transparent, robust succession planning allows for progression and career growth, positioning the next generation of leaders to be ready to step up when needed. We believe retention and development offerings such as above-market rewards and front-line supervisor training are competitive advantages. We deliver high-quality jobs and career opportunities to our local communities and educate the next generation about careers in mining at Coeur. Our pledge to support the CEO ACTION for Diversity & Inclusion initiative publicly affirms Coeur’s existing practice to maintain equity among all employees.
				Robust Succession Planning
	From the operations to the boardroom, we conduct robust succession planning from the bottom to the top of the organization annually, by employing specific talent diagnostics and skill development needs. Rising stars and diversity discussions along with actions plans are reviewed with leadership on a quarterly basis.

				Culture Assessment
	One of our focuses in 2019 was to assess and evaluate our culture. We invited all employees to participate in a culture assessment by completing an anonymous survey. Employee participation exceeded industry benchmarks and feedback was reviewed by the management team and Board of Directors. The management team then reviewed the results with employees at each of our operations through facilitated discussions to gain additional insight into the feedback. During the second half of the year, we developed site-specific action plans to address feedback and plans to monitor progress in the future. The results of the assessment confirmed we have an ethical, safe and proud workforce and also highlighted areas for improvement for which we developed strategies to address. Highlights of the survey results included:

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

	Our culture is SAFE, ETHICAL and PROUD.

				Employee Development
	In 2019 we bolstered the annual employee performance review process by conducting 360-degree reviews for each member of our executive team, asking employees of varying seniority levels with whom each executive works to provide anonymous feedback. We believe this feedback is important to maintaining a strong culture by effectively assessing leadership performance and development, increasing accountability, facilitating succession planning and identifying areas for improvement and change. Each executive will be accountable for the areas for improvement identified in the 360-degree review process through the 2020 employee review process. We continued to provide opportunities for employees to participate in IMPACT Training, an intensive year-long training program created by Coeur for front-line supervisors throughout the organization focused on safety leadership and mining as a business. Through IMPACT training, we have invested over 17,000 hours of leadership training and personal development in 142 employees.

				Diversity & Inclusion
	Our President & CEO, Mitchell Krebs, is the first and only precious metals mining CEO to sign the CEO ACTION for Diversity & Inclusion pledge. This pledge highlights Coeur’s continuing commitment to fostering a diverse and inclusive workforce, evidenced by programs such as Coeur Heroes that has provided 87 career opportunities to current and former US Military personnel.