UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant ☒

Filed by a Party other than the Registrant o

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

 

104 South Michigan Avenue
Suite 900
Chicago, Illinois 60603

Dear Stockholder:

I am pleased to invite you to join our Board of Directors, executives, employees and your fellow stockholders at our 2017 Annual Meeting of Stockholders. The meeting will take place at 104 S. Michigan Avenue, Second Floor Auditorium, Chicago, Illinois 60603, on Tuesday, May 9, 2017, at 9:30 a.m., local time. The attached notice and proxy statement provide information about the business to be conducted at the meeting.

We pursue a higher standard

At Coeur, we pursue a higher standard in all areas of our business. This applies to not only our operational and financial performance, but to our efforts to communicate, engage and align with you, our stockholders.

A higher standard of performance

Our 2016 results demonstrate the positive impact of our multi-year strategy to transform into a lower-cost, high-quality, profitable precious metals producer and bolster our growing track record of delivering on commitments to our stockholders.

A higher standard of stockholder alignment

Despite the tremendous progress we made during 2016 and an impressive 267% total stockholder return for the year, our 2016 compensation components were designed to reflect the impact of our operational and financial successes while considering our share price underperformance in prior years, and maintain strong alignment between executive compensation and our stockholders. For example, the CEO’s salary for 2016 was frozen for the third consecutive year, 2016 equity grants were significantly reduced and executives received limited payout of long-term performance-based equity awards.

A higher standard of disclosure and engagement

We made great strides in our 2016 proxy statement to make it clearer and more concise and we continued those efforts in this proxy statement. Our goal is to provide you with a better understanding of our corporate governance and compensation programs, which are highlighted beginning on page 18 and focus your attention on our efforts to ensure that pay is directly linked to Company performance, which is described in our Compensation Discussion and Analysis beginning on page 35.

We actively pursue opportunities to engage with our stockholders about corporate governance, executive compensation, and critical issues facing the Company. Consistent with the feedback we received during this process over the past several years, we have implemented changes to our compensation and governance practices, which are described on pages 42 - 43. We are committed to continuing these efforts to maintain a transparent, open dialogue with our stockholders, and to understand and appropriately respond to stockholder feedback.

Your vote is important

Whether or not you plan to attend the Annual Meeting in person, we encourage you to promptly vote your shares by submitting your proxy on the Internet or by telephone, or by completing, signing, dating and returning your proxy card. Instructions on how to vote begin on page 9.

Thank you for being a Coeur stockholder.

Respectfully,
 

Mitchell J. Krebs
President, Chief Executive Officer and Director

Chicago, Illinois
March 29, 2017

 

104 South Michigan Avenue
Suite 900
Chicago, Illinois 60603

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

Notice is hereby given that our Annual Meeting of Stockholders will be held at 104 S. Michigan Avenue, 2nd Floor Auditorium, Chicago, Illinois 60603, on Tuesday, May 9, 2017, at 9:30 a.m., local time, for the following purposes:

Only stockholders of record at the close of business on March 14, 2017, the record date fixed by the Board, are entitled to notice of, and to vote at, the Annual Meeting.

Please vote and submit your proxy to ensure the presence of a quorum, even if you cannot attend the Annual Meeting of Stockholders.

Stockholders of record may vote:

Beneficial (“Street Name”) Stockholders. If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you receive from the holder of record to vote your shares.

By order of the Board of Directors,

 

CASEY M. NAULT
Senior Vice President, General Counsel and Secretary

Chicago, Illinois
March 29, 2017

Table of Contents

2017 PROXY STATEMENT SUMMARY

This proxy statement is furnished in connection with the solicitation by our Board of Directors of proxies of stockholders for shares to be voted at our Annual Meeting of Stockholders and any and all adjournments thereof. This proxy statement and the accompanying proxy are first being made available to our stockholders on or about March 29, 2017.

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Stockholders

Voting Matters

2016 Performance Highlights

2016 marked a key inflection point in Coeur’s multi-year strategic transformation. Building on successes during the past four years, our efforts to strengthen our balance sheet, operate efficiently, safely and responsibly, execute high-return organic growth projects and expand our exploration program demonstrated successful results, and we believe we are well-positioned for future growth and to continue to provide value for our stockholders.

2016 Compensation Summary

Compensation Aligned with Stockholder Returns

Our 2016 compensation program reflects our pay-for-performance philosophy. We continue to tie a significant majority of CEO and Named Executive Officer (“NEO”) compensation to both short- and long-term Company performance objectives. While our multi-year strategic transformation of the Company is delivering tangible results and we are encouraged by these successes, we are mindful that TSR over the past three years has underperformed relative to our peers, primarily due to weak gold and silver prices and our historical high cost structure which we have now significantly improved. For that reason, compensation for our NEOs continues to be negatively impacted, demonstrating the strong alignment of our compensation program with the interests of our stockholders. As a result:

Significant Majority of 2016 NEO Compensation Remains Variable and “At Risk”

The graphs below illustrate the proportion of target total direct compensation opportunity in 2016 (base salary, target AIP, and target LTIP opportunity) that is variable and “at risk” for our CEO⁽¹⁾ and our other NEOs (on an average basis)⁽¹⁾. In 2016, variable pay as a percentage of total direct compensation was 77% and 72% for our CEO and other NEOs, respectively, demonstrating our pay-for-performance compensation philosophy that aligns executive pay with creation of long-term value for our stockholders.

We generally target a higher proportion of CEO and average other NEO compensation to be variable than our peers. In 2016, our CEO’s target variable compensation was slightly below peers because his 2016 equity grant, like all NEOs, was reduced by 20% which reduces the overall proportion of variable compensation.

Set forth below is a summary of the regular annual components of 2016 total direct compensation for each NEO. See “Compensation Discussion and Analysis” on page 35 and “2016 Executive Compensation Information” on page 69 for more information.

Stockholder Engagement

At our 2016 Annual Meeting, over 81% of the votes cast supported the advisory resolution on executive compensation as described in our 2016 proxy statement, up from 65% support 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 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. Those changes, as described in more detail in the “Compensation Discussion and Analysis”, include (i) variable rather than fixed 2016 LTIP grants and significantly reduced 2016 LTIP awards compared to 2015 and prior years, (ii) CEO base salary remaining the same in 2016 for the third year in a row, and (iii) our CEO’s 2016 AIP award being based 100% on Company performance.

During our outreach, we also hear from stockholders that corporate responsibility and sustainability issues are important to them. At Coeur, our corporate responsibility commitment is summarized in three principles: Protect, Produce and Preserve. Please see more about our corporate responsibility initiatives at http://responsibility.coeur.com.

Governance Highlights

Director Nominees

The following table provides summary information about each director nominee.

Our Board believes that it should possess a combination of skills, professional experience and diversity of viewpoints necessary to oversee our business. In addition, the Board believes that there are certain attributes that every director should possess, as reflected in the Board’s membership criteria summarized in “Director and Nominee Experience and Qualifications” beginning on page 12. The following table provides summary information about the skills and qualifications of each director nominee.

Each director nominee serves as a current director and attended at least 88% of all meetings of the board of directors and each committee on which she or he served during 2016.

COEUR MINING, INC.
PROXY STATEMENT
   

2017 ANNUAL MEETING OF STOCKHOLDERS
MAY 9, 2017

GENERAL INFORMATION

Questions and Answers about the Annual Meeting

When and where is the Annual Meeting

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

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 March 14, 2017 (the “Record Date”) 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 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 a printed copy of our proxy statement, 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.

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

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

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

What does it mean to give a proxy?

The persons named on the proxy card (the “proxy holders”) have been designated by the Board to vote the shares represented by proxy at the Annual Meeting. The proxy holders are officers of Coeur. They will vote the shares represented by each properly executed and timely received proxy in accordance with the stockholder’s instructions, or if no instructions are specified, the shares represented by the proxy will be voted “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 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 the telephone and internet systems have easy to follow instructions on how you may submit a proxy for your shares and allow you to confirm that the system has properly recorded your proxy. If you are submitting a proxy for your shares by telephone or Internet, you should have in hand when you call or access the website, as applicable, the Notice of Internet Availability or the proxy card or voting instruction card (for those holders who have received, by request, a hard copy of the proxy card or voting instruction card). If you 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:

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

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

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

What is a broker non-vote?

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

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

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

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.

Votes Required to Approve the Proposals:

Please cast your vote as soon as possible by:
	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 your signed proxy or voting instruction form		attending the meeting in person

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

Director and Nominee Experience 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 understanding of the financial and operational aspects and associated risks of a large, complex organization like Coeur. Accordingly, 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 term of service on 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:

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 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, taking into account all of the relevant facts and circumstances. The director who has tendered his or her offer of resignation will not take part in the proceedings with respect to his or her resignation offer. For additional information, our Corporate Governance Guidelines are available on our website at www.coeur.com/company/corporate-governance/charters-and-policies, and to any stockholder who requests them.

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.

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.

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.

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.

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 outstanding 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.

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

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,

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:

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.

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

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:

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

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.

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:

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.

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.

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:

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.

PROPOSAL NO. 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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.

EXECUTIVE OFFICERS

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

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.

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.

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.

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.

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:

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.

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

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.

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.

Executive Summary

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

2016 Executive Compensation Results Aligned with 2016 Performance and Stockholder Interests

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

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

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.

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:

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.

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

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.

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.

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:

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.

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

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:

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):

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.