UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


SCHEDULE 14A


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )


Filed by the RegistrantFiled by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12


SSR MINING INC.


(Name of Registrant as Specified in Its Charter)


(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
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SSR Mining Inc.
20222024 Proxy Statement


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6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237
http:/www.ssrmining.com/www.ssrmining.com







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April 12, 2024
April 14, 2022


Dear Shareholder:


We are pleased to invite you to the Annual and Special Meeting of the Shareholders of SSR Mining Inc., which will be held virtually on May 27, 202223, 2024 at 10:00 a.m. MDT (Denver).


We will be meeting in May with the Çöpler incident still very much our central focus. Our deepest sympathies and condolences are with the families, friends, colleagues and communities impacted by the incident.

While our Çöpler operations remain suspended and remediation efforts are underway, we continue to remain focused on the rest of the Company’s operations. Every day, our people work tirelessly to continue to build a leading free cash flow-generative mining company that operates responsibly and sustainably. The talent, dedication, resilience, and ingenuity of our employees working towards this goal has shone through every step of the way.

We see that in efforts our people are making with the remediation at Çöpler, and we see it in the efforts made every day at each of our facilities. Over the last few months, what continues is the commitment to our core company values — People and Culture, Sustainability, Health, Safety and Risk, Business Excellence, Innovation and Growth. The strength of our values have never been more important as they underpin everything we do and support us in establishing the healthy, dynamic work culture necessary to achieve our vision, a culture where every employee feels safe, valued and empowered to make a positive impact at work.

The Annual and Special Meeting provides us with a valuable opportunity to consider matters of importance to the Company with Shareholders, (as defined below), and we look forward to your participation. The accompanying Notice of Annual and Special Meeting of Shareholders and proxy statement (the “Proxy Statement”)Proxy Statement describes the business to be conducted at the meeting and provides information on SSR Mining Inc.’s approach to executive compensation and governance practices. We invest significant time and effort to ensure our compensation programs are competitive in the market and appropriately aligned with the achievement of business results and long-term Shareholder interests. Annually, we conduct a robust Shareholder outreach program and the disclosures contained in the accompanying Proxy Statement reflect feedback received during our outreach program.efforts.


Your participation in the affairs of the Company is important to us and we encourage you to vote your Shares.


If you have any questions about the information contained in this Proxy Statement or require assistance in voting your Shares, please contact Laurel Hill Advisory Group, our proxy solicitation agent, by calling toll-free at 1-877-452-7184 (for Shareholders in Canada or the United States) or 1-416-304-0211 (for Shareholders outside North America) or by e-mail at assistance@laurelhill.com. If you are a holder of SSR Mining Inc.’s CHESS depositary interests in Australia, you can contact Laurel Hill Advisory Group by calling toll-free at 1-800-861-409 or by e-mail at assistance@laurelhill.com.


The Board of Directors and management look forward to your participation at the Annual and Special Meeting and thank you for your continued support.


Sincerely,




/s/ Rod Antal            
Rod Antal
President & Chief Executive Officer
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/s/ Rod Antal
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/s/ A.E. Michael Anglin
Rod AntalA.E. Michael Anglin
Executive ChairmanLead Independent Director
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SSR_logo primary_full colour_RGB.jpgNOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS


Date and Time:
May 27, 2022,23, 2024, 10:00 a.m. MDT (Denver)
.
Place:
The Annual and Special Meeting will be held as a virtual meeting via live webcast on the Internet. Because the meeting is completely virtual and being conducted via the Internet, shareholders will not be able to attend the meeting in person. You will be able to attend the Annual and Special Meeting, vote and submit your questions on the day of the meeting via the Internet by visiting https://web.lumiagm.com/445339179meetnow.global/M2MZMTZ and entering the control number included on your proxy card.
.
Items of Business:
ElectTo elect the directors named in this Proxy Statement, each to serve until the next annual meeting of shareholders and until their respective successors are elected and qualified, or until their earlier resignation or removal;
To approve, on an advisory (non-binding) basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers;
To approve on an advisory (non-binding) basis, the compensation of the Company’s named executive officers disclosed in this Proxy Statement;
To approve, ratify and confirm the Company’s 2022 Employee2024 Share Purchase Plan;Compensation Plan, as more particularly described and set forth in this Proxy Statement;
To ratify the appointment of PricewaterhouseCoopers LLP, United States as our independent registered public accounting firm for fiscal year ending December 31, 2022; and2024;
To transact other business that may properly come before the Annual and Special Meeting, or any adjournments or postponements thereof.
.
Record Date:
The Board of Directors set March 31, 202228, 2024 as the record date for the Annual and Special Meeting (the “Record Date”). Only shareholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual and Special Meeting.
.
Voting:
Your vote is very important. Whether or not you plan to attend the Annual and Special Meeting virtually, we encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible. You can vote your shares electronically via the Internet, by telephone or by completing and returning the proxy card or voting instruction card if you requested paper proxyproxy-related materials. Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual and Special Meeting by following the instructions in the Proxy Statement.


Important Notice Regarding the Availability of Proxy Materials for the Annual and Special Meeting: The Company is sending out proxy-related materials to Shareholders using the notice-and-access mechanism that came into effect on February 11, 2013 under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer. Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials (such as proxy statements and annual financial statements) online rather than mailing paper copies of such materials to Shareholders. Our annual report on Form 10-K for the year ended December 31, 20212023 and the 20222024 Proxy Statement are available free of charge at www.ssrmining.com, and the Company's page on EDGAR (www.sec.gov/edgar.shtml) and on SEDAR (www.SEDAR.com)SEDAR+ (www.sedarplus.ca). You can also request copies of these documents by contacting the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), by telephone at 1-866-962-0498.



By order of the Board of Directors,


/s/ Michael J. Sparks            
Michael J. Sparks
Chief Legal and Administrative Officer andCorporate Secretary
April 14, 202212, 2024
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ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS CDI VOTING PROCESS


The 20222024 Annual and Special Meeting (the “Meeting”“Annual Meeting”) of holders of common shares (“Shareholders”) of SSR Mining Inc. (the “Company”) will be held virtually on May 27, 202223, 2024 at 10:00 a.m. MDT (Denver). The Annual Meeting provides Shareholders with an opportunity to participate directly in the affairs of the Company. Please see the accompanying Notice of Annual and Special Meeting for further details.


As the common shares of the Company are listed on the Australian Securities Exchange (the “ASX”) in the form of CHESS Depositary Interests (“CDIs”), the Company would like to remind CDI holders of the particular requirements and restrictions that their votes will be subject to. Each CDI represents a beneficial interest in one common share of the Company. CDI holders do not actually own direct legal title to common shares, which is held for and on behalf of CDI holders by CHESS Depositary Nominees Pty Ltd. (“CDN”), a wholly owned subsidiary of ASX Limited. This structure exists because the Company is listed on a Canadian exchange with a right to have its securities traded on the ASX by way of CDIs.


This arrangement impacts how CDI holders can record their votes for the matters to be tabled at the Annual Meeting. As CDIs are technically rights to common shares held on behalf of CDI holders by CDN, CDI holders need to provide confirmation of their voting intentions to CDN before the Annual Meeting. CDN will then exercise the votes on behalf of CDI holders. If a CDI holder wishes to vote, they must register their vote with CDN by using the CDI Voting Instruction Form (“VIF”) provided.


CDI holders who have questions about the information contained in this Proxy Statement or require assistance with voting can contact our proxy solicitation agent, Laurel Hill Advisory Group, for assistance by calling toll-free at 1-800-861-409 or by e-mail at assistance@laurelhill.com.


To have a CDI vote counted, CDI holders must return their completed VIF to CDN no later than 12:00 p.m. on May 23, 2022 (AEST).20, 2024. This deadline has been set to allow CDN sufficient time to collate the votes of CDI holders and submit them to the Company notno later than 5:00 p.m. MDT (Denver) on the second business day preceding the date of the Annual Meeting or any adjournment thereof.


The Company appreciates your support and your interest in the Company and looks forward to your continued support. The Company encourages CDI holders to lodge their votes ahead of the Annual Meeting in the manner specified above.


Yours Sincerely,


SSR MINING INC.


/s/ Rod Antal
Rod Antal
President & Chief Executive OfficerChairman




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ssr_logoprimaryxfullcolourd.jpgTABLE OF CONTENTS

SSR_logo primary_full colour_RGB.jpgTABLE OF CONTENTS
SSR_logo primary_full colour_RGB.jpgTABLE OF CONTENTS
LETTER TO SHAREHOLDERSLETTER TO SHAREHOLDERSiCOMPENSATION DISCUSSION AND ANALYSIS29
NOTICE OF ANNUAL MEETING OFiiCompensation Philosophy29
LETTER TO SHAREHOLDERS
LETTER TO SHAREHOLDERS
LETTER TO SHAREHOLDERS
LETTER TO SHAREHOLDERS
LETTER TO SHAREHOLDERS
LETTER TO SHAREHOLDERS
LETTER TO SHAREHOLDERS
LETTER TO SHAREHOLDERS
LETTER TO SHAREHOLDERS
LETTER TO SHAREHOLDERS
LETTER TO SHAREHOLDERS
LETTER TO SHAREHOLDERS
LETTER TO SHAREHOLDERS
LETTER TO SHAREHOLDERSiPROPOSAL No. 3 - Approval and adoption of the Company’s30
NOTICE OF ANNUAL AND SPECIAL MEETING OF
SHAREHOLDERS
SHAREHOLDERS
SHAREHOLDERSSHAREHOLDERSBoard Oversight and Compensation Governance30REPORT OF THE COMPENSATION & LEADERSHIP33
CDI VOTING PROCESSCDI VOTING PROCESSiiiCompensation-Related Risk30
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTSTABLE OF CONTENTSivCompensation Decision-Making Process31ivShareholder Outreach33
BUSINESS OF THE MEETINGBUSINESS OF THE MEETING1Elements of Compensation32BUSINESS OF THE MEETING1Recommendations33
Meeting FormatMeeting Format12021 Compensation Results35Meeting Format1COMPENSATION DISCUSSION AND ANALYSIS34
Record Date and Entitlement to VoteRecord Date and Entitlement to Vote1Executive Share Ownership Guidelines37Record Date and Entitlement to Vote1Compensation Philosophy34
Items of BusinessItems of Business1Employment Agreements38Items of Business1Named Executive Officers35
Voting PoliciesVoting Policies2Board Oversight and Compensation Governance36
General InformationGeneral Information2EXECUTIVE COMPENSATION TABLES39General Information2Compensation-Related Risk37
Annual Report on Form 10-K and Additional2Summary Compensation Table39
InformationCEO Pay Ratio40
Annual Report on Form 10-K and Additional InformationAnnual Report on Form 10-K and Additional Information2Compensation Decision-Making Process37
Shareholder EngagementShareholder Engagement3Elements of Compensation39
Communications with the BoardCommunications with the Board32023 Compensation Results42
ENVIRONMENTAL, HEALTH, SAFETY,ENVIRONMENTAL, HEALTH, SAFETY,3Grants of Plan-Based Awards41ENVIRONMENTAL, HEALTH, SAFETY,4Executive Share Ownership Guidelines45
SUSTAINABILITY AND COMMUNITYSUSTAINABILITY AND COMMUNITYOutstanding Equity Awards at Fiscal Year-End42SUSTAINABILITY AND COMMUNITYEmployment Agreements45
Commitment to SustainabilityCommitment to Sustainability3Option Exercises and Stock Vested43Commitment to Sustainability4EXECUTIVE COMPENSATION TABLES46
Sustainability ReportSustainability Report3Securities Authorized for Issuance under Equity44Sustainability Report4Summary Compensation Table46
Environment and Climate Change3Compensation Plan
EnvironmentEnvironment4Grants of Plan-Based Awards47
Health and SafetyHealth and Safety4Pension Benefits and Nonqualified Deferred44Health and Safety5Outstanding Equity Awards at Fiscal Year-End48
Community RelationsCommunity Relations5Compensation TablesCommunity Relations6Option Exercises and Stock Vested49
HUMAN CAPITAL MANAGEMENTHUMAN CAPITAL MANAGEMENT7Securities Authorized for Issuance under Equity49
PROPOSAL No. 1 - Election of DirectorsPROPOSAL No. 1 - Election of Directors7Potential Payments upon Termination or Change in45
NOMINEES FOR ELECTION TO THE BOARD OF8Control
DIRECTORSPROPOSAL No. 2 - Approval, on an Advisory (Non-48
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS10Pension Benefits and Nonqualified Deferred Compensation49
Our Board of DirectorsOur Board of Directors8Binding) Basis, of the Frequency of Future Advisory
Board Leadership Structure
Board Leadership Structure
Board Leadership Structure10Potential Payments upon Termination or Change in Control50
Lead Independent DirectorLead Independent Director10CEO Pay Ratio53
Skills Composition of the BoardSkills Composition of the Board17Votes on the Compensation of our Named ExecutiveSkills Composition of the Board11Pay Versus Performance53
CORPORATE GOVERNANCECORPORATE GOVERNANCE18OfficersCORPORATE GOVERNANCE19PROPOSAL No. 4 - Ratification of Appointment of56
Board Tenure and Term LimitsBoard Tenure and Term Limits18PROPOSAL No. 3 - Approval, on an Advisory (Non-49
Director IndependenceDirector Independence19Binding) Basis, of the Compensation of the Company’s
Director Independence
Director Independence20REPORT OF THE AUDIT COMMITTEE57
Criteria for Board Membership and Succession PlanningCriteria for Board Membership and Succession Planning20Risk Management and Conflicts of Interest57
Inclusion and DiversityInclusion and Diversity19Named Executive Officers Disclosed in the 2022 ProxyInclusion and Diversity21Independent External Auditor57
Director Share Ownership Guidelines20Statement
Nomination of Directors and Criteria for Board20REPORT OF THE COMPENSATION & LEADERSHIP50
MembershipDEVELOPMENT COMMITTEE
Board Leadership Structure21Human Capital Management50
Director Independence and Categorical Standards21Shareholder Outreach51
Performance of the BoardPerformance of the Board21Recommendations51Performance of the Board22Recommendations59
Director Orientation and Continuing EducationDirector Orientation and Continuing Education21PROPOSAL No. 4 - Approval of the SSR Mining Inc.52Director Orientation and Continuing Education22SECURITY OWNERSHIP OF CERTAIN BENEFICIAL60
Board MeetingsBoard Meetings222022 Employee Share Purchase Plan
Board and Committee Chair Position DescriptionsBoard and Committee Chair Position Descriptions22SECURITY OWNERSHIP OF CERTAIN BENEFICIAL54
Board and Committee Chair Position Descriptions
Board and Committee Chair Position Descriptions23Certain Beneficial Owners61
Board CommitteesBoard Committees23OWNERS AND MANAGEMENTBoard Committees23CERTAIN RELATIONSHIPS AND RELATED PARTY62
Procedures for Approval of Related Persons24Certain Beneficial Owners55
TransactionsREPORT OF THE AUDIT COMMITTEE56
Communications with the Board24Risk Management and Conflicts of Interest56
Bankruptcies; Corporate Cease Trade Orders
Procedures for Approval of Related Persons Transactions
Procedures for Approval of Related Persons Transactions
Procedures for Approval of Related Persons Transactions26Related Party Transactions62
Delinquent Section 16 ReportsDelinquent Section 16 Reports26Interest of Certain Persons in Matters to be Acted Upon62
Anti-Hedging PolicyAnti-Hedging Policy25Independent External Auditor56Anti-Hedging Policy26Management Contracts62
Ethics & Compliance TrainingEthics & Compliance Training26Indebtedness of Officers and Directors62
DIRECTOR COMPENSATIONDIRECTOR COMPENSATION26Recommendations58DIRECTOR COMPENSATION27OTHER MATTERS62
MANAGEMENT28PROPOSAL No. 5 - Ratification of Appointment of58
Executive Officers28Independent Registered Public Accounting Firm
Non-Executive Director Share Ownership GuidelinesNon-Executive Director Share Ownership Guidelines28FORWARD-LOOKING INFORMATION63
PROPOSAL No. 2 - Approval, on an Advisory (Non-Binding)PROPOSAL No. 2 - Approval, on an Advisory (Non-Binding)29GENERAL VOTING MATTERS64
Basis, of the Compensation of the Company’s Named Basis, of the Compensation of the Company’s NamedVoting Rights64
Executive Officers Disclosed in the 2024 Proxy StatementExecutive Officers Disclosed in the 2024 Proxy StatementHow to Vote64
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CERTAIN RELATIONSHIPS AND RELATED PARTY59VOTING INSTRUCTIONS63
TRANSACTIONSRegistered Shareholder Voting63
Related Party Transactions59Non-Registered Shareholder Voting64
Interest of Certain Persons in Matters to be Acted Upon59Canada – Voting Instructions65
Management Contracts59Australia – Voting Instructions66
Indebtedness of Officers and Directors59Appointment of a Third-Party as Proxy66
OTHER MATTERS59To Register your Proxyholder66
GENERAL VOTING MATTERS60Deadlines for Voting67
Voting Rights60Revoking your Proxy67
How to Vote60Revocation of Voting Instruction Forms and Proxies67
Revoking a Proxy61APPENDIX A - Non-GAAP Financial MeasuresA-1
Solicitation61APPENDIX B - 2022 Employee Share Purchase PlanB-1
Votes Required61APPENDIX C - Lumi User GuideC-1
Quorum62PROXY CARD
Notice-and-Access62
Householding62
Shareholder Proposals for the 2023 Annual Meeting of62
Shareholders
Revoking a Proxy65Non-Registered Shareholder Voting69
Solicitation65Canada – Voting Instructions70
Votes Required65Australia – Voting Instructions70
Quorum66Appointment of a Third-Party as Proxy71
Notice-and-Access66To Register your Proxyholder71
Householding66Deadlines for Voting72
Shareholder Proposals for the 2025 Annual Meeting of66Revoking your Proxy72
ShareholdersRevocation of Voting Instruction Forms and Proxies72
Future Annual Meeting Business66Additional Questions or Issues related to Voting your Shares72
Voting Results67APPENDIX A - Non-GAAP Financial MeasuresA-1
VOTING INSTRUCTIONS68APPENDIX B - Share Comp PlanB-1
Registered Shareholder Voting68APPENDIX C - How to Participant in the Meeting OnlineC-1
PROXY CARD
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BUSINESS OF THE MEETING


The 20222024 Annual and Special Meeting of Shareholders (the “Annual Meeting”) of holders of common shares (“Shareholders”) of SSR Mining Inc. (“SSR Mining,” the “Company,” “we,” “us” and “our”) will take place on May 27, 202223, 2024 at 10:00 a.m. MDT (Denver).


This Proxy Statement references policies, guidelines and other documents of the Company that are located on the Company’s website. The information on our website, including specific documents we reference, are not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the United States Securities and Exchange Commission (the “SEC”) on EDGAR or with Canadian regulatory authorities through SEDAR.SEDAR+.


Meeting Format


This year’sThe Annual Meeting will be a completely virtual meeting of Shareholders through an audio webcast live over the Internet. There will be no physical meeting location. The meetingAnnual Meeting will only be conducted via an audio webcast. Please go to https://web.lumiagm.com/445339179meetnow.global/M2MZMTZ to access and participate in the Annual Meeting. Any shareholderShareholder may attend and listen live to the webcast of the Annual Meeting over the Internet at such website. Shareholders as of the record date may vote and submit questions while attending the Annual Meeting via the Internet by following the instructions listed on your proxy card. The webcast starts at 10:00 a.m. MDT, on May 27, 2022.23, 2024. We encourage you to access the meetingAnnual Meeting prior to the start time.


You may vote by telephone, over the Internet or by completing, signing, dating and returning your proxy card as soon as possible. For more information on how to attend and participate in the Annual Meeting online, please refer to the “General Voting Information” sectionMatters” and “Voting Instructions” sections of this Proxy Statement.


Shareholders or duly appointed proxyholders may submit questions during the Annual Meeting via the virtual meeting interface. Any questions regarding procedural matters or directly related to the motions before the Annual Meeting will be addressed after the presentation of all business items. All other questions will be addressed during the question and answer period at the conclusion of the formal part of the Annual Meeting. Specific instructions for accessing the webcast, submitting questions, or for technical support, please refer to “Appendix C: How to Participate in the Meeting Online” attached to this Proxy Statement.

Record Date and Entitlement to Vote


Only holders of the Company’s common shares (the “Shares”) as recorded in our stock register at the close of business on March 31, 202228, 2024 (the “Record Date”), may vote at the annual meeting.Annual Meeting. On March 31, 2022,28, 2024, there were 212,556,958202,089,818 Shares issued and outstanding. As of the date of this Proxy Statement, the Company has not issued any shares of preferred stock.stock, no Shares have multiple voting rights and there are no non-voting Shares. Each Share is entitled to one vote per shareShare on any matter submitted to a vote of our Shareholders.


Items of Business


Voting Recommendation
Voting Recommendation
Proposal 1:ElectTo elect the directors named in this Proxy Statement, each to serve until the next annual meeting of shareholders and until their respective successors are elected and qualified, or until their earlier resignation of removal.
FOR each nominee
Proposal 2:To approve, on an advisory (non-binding) basis, ONE YEAR as the frequency of future advisory votes on the compensation of the Company’s named executive officers.ONE YEAR
Proposal 3:To approve on an advisory (non-binding) basis, the compensation of the Company’s named executive officers disclosed in this Proxy Statement.FOR
Proposal 4:3:To approve, ratify and confirm with or without variation, the resolutions approving the Company’s 2022 Employee2024 Share Purchase Plan.Compensation Plan, as more particularly described and set forth in this Proxy Statement.FOR
Proposal 5:4:To ratify the appointment of PricewaterhouseCoopers LLP, United States as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2024.FOR


1


Aside from the aforementioned voting matters, the Company’s board of directors (“Board of Directors” or the “Board”) knows of no matters to be presented at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, sharesShares represented by all proxies received by the Board will be voted with respect thereto in accordance with the judgment of the persons appointed as proxies.


1


AllVoting Policies

Under the Company’s majority voting policy, all general business matters to be considered at the Annual Meeting will each be determined by a majority of votes cast at the Annual Meeting by proxy or in person. General business matters include the election of each nominee proposed for election as a director of the Company in an uncontested election, the advisory say-on-pay vote, and the ratification of the Company’s auditors, among other general business matters as set forth in the Company’s articles.


Special business matters to be considered at the Annual Meeting will each be determined by two-thirds of votes cast at the Annual Meeting by proxy or in person. Special business matters include, but are not limited to, approval of mergers or business combinations and approval of amendments to the Company’s articles.

General Information


Common Shares Outstanding


As of the close of business on March 31, 2022,28, 2024, there were 212,556,958202,089,818 Shares outstanding. The Shares trade under the symbol “SSRM” on the Toronto Stock Exchange (“TSX”) and the Nasdaq Global MarketStock Exchange (“NASDAQ”), and under the symbol “SSR” on the Australian Securities Exchange (“ASX”).


Principal Holders of Voting Securities


Based on information available to the Company and to the knowledge of the directors and executive officers of the Company, other than those Shareholders identified in the “Security Ownership of Certain Beneficial Owners and Management” section of this Proxy Statement, no person, firm or Company beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of the Company carrying more than 5% of the voting rights attaching to the total number of issued and outstanding Shares of the Company.


Currency


Unless otherwise specified, all dollar amounts herein are expressed in United States dollars. Canadian dollars will be designated as “C$.” The rates of exchange, as reported by the Bank of Canada, on December 31, 20212023 and March 31, 2022,28, 2024, were:


December 31, 2021March 31, 2022
December 29, 2023December 29, 2023March 28, 2024
US$US$$1.00$0.7888US$$1.000.8003US$$1.00$0.76US$$1.00$0.74
C$C$C$1.2678C$1.00C$C$1.2496C$1.00C$C$1.32C$1.00C$C$1.36C$1.00


Date of Information


Except as otherwise stated, the information contained herein is given as of March 31, 2022.28, 2024.


Annual Report on Form 10-K and Additional Information


A copy of our annual report on Form 10-K for the year ended December 31, 2021,2023, as filed with the SEC, is available to Shareholders without charge upon written request directed to the Corporate Secretary of SSR Mining Inc. at 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237. The Company makes available on or through our website, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after filing. Such
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filings are also available, free of charge, through the SEC’s EDGAR system and SEDAR.on the Company’s profile on SEDAR+.


Additional information relating to SSR Mining is available on our website at www.ssrmining.com, and under the Company’s profile on EDGAR (www.sec.gov/edgar.shtml) and on SEDAR (www.SEDAR.com)SEDAR+ (www.sedarplus.ca). Financial and other information of SSR Mining is provided in its audited consolidated financial statements and management’s discussion and analysis for the financial year ended December 31, 2021,2023, and in our annual report of Form 10-K which can be found under our profile on SEDARSEDAR+ and will be sent without charge to any security holder upon request by contacting the Corporate Secretary of SSR Mining Inc. at 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237, or by telephone at (303) 292-1299.


Shareholder Engagement

Shareholder outreach is conducted at least annually in an effort to maintain an open and ongoing dialogue with our Shareholders and understand their expectations. Following the publishing of our proxy statement and prior to the annual meeting, we regularly engage directly with Shareholders to discuss our compensation methodology and/or other subjects.

Shareholder outreach is generally conducted by the chair of our Compensation and Leadership Development Committee (the “Compensation Committee”) and our Chief Legal and Administrative Officer, but other members of management and our independent directors participate in these meetings as appropriate to the subject matter of the discussion. In 2023, we engaged with a number of Shareholders who responded to our invitation and discussions generally focused on our compensation programs, governance and diversity. The feedback gathered in these meetings was brought back to the Board for consideration.

We also offer a variety of other forums and opportunities to interact and communicate with our Shareholders, including our quarterly earnings calls, investor meetings, industry conferences, press releases, regulatory filings, the Proxy Statement, the Annual Meeting, and a direct investor relations phone line.

Communications with the Board

The Board welcomes engagement with our Shareholders. Our Shareholders or other non-affiliated persons may communicate with our Board or individual directors by mail addressed to the Board or an individual director c/o SSR Mining Inc., 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237, Attn: Chief Legal and Administrative Officer. Communications from our Shareholders will be forwarded to the Board or the appropriate director on a timely basis. While all Board members are not required to attend the Annual Meeting, at least one Board member will be in attendance at the Annual Meeting to discuss any concerns and answer any questions from Shareholders. Mr. Anglin, Mr. Antal, Mr. Bates, Mr. Booth, Mr. Fish, Ms. Fisher, and Ms. Priestly attended our 2023 annual meeting of Shareholders.
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ENVIRONMENTAL, HEALTH, SAFETY, SUSTAINABILITY AND COMMUNITY


On February 13, 2024, the Company suspended all operations at its Çöpler property as a result of a significant slip on the heap lead pad (the “Çöpler Incident”). Containment and remediation efforts are ongoing, which are being directed by the Turkish government and supported by the Company. The heap leach processing used at the Çöpler mine incorporates a number of chemical properties, including sodium cyanide and other reagents. The Turkish government is conducting environmental monitoring of surface water, groundwater, soil and air quality in the region with respect to potential contamination. Public comments from the Turkish government indicate that, to date, the testing results have been negative with respect to potential contamination in the locations being monitored. These results are preliminary and additional testing will be conducted in the surrounding area. For further information about the Çöpler Incident, see the Company’s Annual Report on For m10-K filed with the SEC on February 27, 2024.

Commitment to Sustainability


Our vision is to deliver sustainable value for all stakeholders through responsible mining. This is founded on our core values and purpose. People and the environment are our most important resources, and we are committed to safeguarding them both now and for the future. We recognize the catalyst role our operations can play in local communities and commit to leaving a positive legacy. We take a long-term view of our sustainability responsibilities and are committed to having the higheststrong sustainability standards and targets, as well as plans, procedures and metrics in place, to ensure our commitments are met every single day.met.


At SSR Mining, ultimate responsibility for our sustainability programs and performance sits with the Board of Directors. The Board is supported in this regard by the Environmental, Health,Technical, Safety &and Sustainability Committee (the “EHS&S“TSS Committee”), which oversees, monitors and reviews our practice and performance in areas of safety, health, environment, community and stakeholder relationships and environmental management (including areas of water management and climate change) on behalf of the Board.. The EHS&STSS Committee meets formally at least four times a year, with additional meetings held as required. The charter of the EHS&STSS Committee is available on our website.


Sustainability is also a key responsibility for our executive and site teams. Our approach to sustainability is underpinned by the principle of collective responsibility and a belief that every employee must contribute to achieving our sustainability commitments. To reflect our commitment to sustainability, for employees eligible to receive annual short-term incentive compensation, 20%a material component of the annual short-term incentive compensation performance metrics for the business are linked to the achievement of environmental, health, safety and sustainability (“EHS&S&S”) targets across the business.


We also expect our suppliers to respect our commitment to sustainability and the principles outlined in our Code of Conduct.Conduct, a copy of which is available on the Company’s website at www.ssrmining.com. We also encourage our major suppliers to be certified to industry best practice standards such as the International Cyanide Management Code and require evidence that they have health and safety management plans in place.


Sustainability Report


Annually, theThe Company publishes an ESG and Sustainability Report that sets out in detail the Company’s environmental, health, safety and sustainabilityEHS&S initiatives and policies, including our approach to ESG. A copy of the latest SSR Mining ESG and Sustainability Report can be found on our website at: http://www.ssrmining.com/corporate_responsibility. Shareholders are encouraged to read our full ESG and Sustainability Report for more detailed information.


Environment and Climate Change


Being responsible environmental stewards is a critical part of our business. By using natural resources, water and energy efficiently, and limiting greenhouse gas emissions, recycling water, carefully handling waste, and hazardous materials,working to protect biodiversity, we expect to be able to deliver long term
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value to all stakeholders and leave a positive legacy. Our approach to environmental management is set out in our Environmental and Sustainability Policy, which is available on our website.


We manage our operations in strict compliance with all relevant environmental standards. One way we monitor our environmental performance is by tracking the number of environmental incidents related to our activities, even when they are minor and contained within the mine site. In 2021, we implemented a new classification system across the Company. We are pleased to report that no significant environmental incidents were recorded in 2021.

At SSR Mining, we are committed to being part of the global solution to the climate change challenge. In 2020, we made a commitment to immediate climate action, releasing a commitment on climate change that sets a net zero
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operational greenhouse gas emissions goal by 2050. To date, each mine operation site has completed a climate change physical risk assessment. In 2021, we advanced the following:

Setting the baseline: During 2021, we worked to understand the baseline emission for our company.
Understanding the risks: In 2021, a physical risk assessment was conducted at the Çöpler mine to align understanding of the formal approach to assessing climate risk that was started prior to the merger with Alacer Gold.
Disclosing our progress: In 2021, we responded to the 2020 CDP Carbon questionnaire, and worked to align our climate change disclosures with the requirements of the Taskforce on Climate Related Financial Disclosures (TCFD). Moving forward in 2022, we intend to disclose publicly our CDP results.

At each site we track our energy data to understand our total consumption of energy, which has a direct correlation to greenhouse gas emissions. Our energy intensity was 7.5 GJ per ounce of gold produced in 2021. Alongside energy data we also track our greenhouse gas emissions. In 2021, our scope 1 (direct) emissions were 363,293 tonnes of CO2-e, and our scope 2 (indirect) emissions were 140,236 tonnes of CO2-e. Our total scope 1 & 2 emissions for 2021 were 503,528 tonnes of CO2-e. In 2021, our greenhouse gas emissions intensity was 0.7 tonnes of CO2-e per ounce of gold produced.

We maintain comprehensive water quality monitoring programs to help ensure that we meet all applicable regulatory requirements. In 2021, we refined our active water balance models across all sites and conducted further watershed-level assessments. In addition, we began disclosing through the CDP Water Security questionnaire. Moving forward in 2022, we will establish a group wide water stewardship strategy. During 2021, our water withdrawal was 7.6 million m3 of water, predominantly groundwater. At all sites, we strive to maximize the amount of water we reuse and recycle, and in 2021 our water reused and recycled rate was approximately 82.8%.


Tailings are a common waste product generated by the mining process. We manage theour tailings at our facilities responsibly and in line with international standards and local regulations to meet site specific conditions. In February 2019, the International Council on Mining and Metals, (ICMM), the Principles for Responsible Investment (PRI) and the UN Environment Programme began developing the Global Industry Standard on Tailings Management (GISTM)(“GISTM”). In 2021,During 2023, we advanced a compliance auditcontinued to evaluatealign our tailings facility designoperations and operating plans againstpractices to the expectations of the GISTM. As we assess our compliance with the GISTM, we will continue to use this reportthe ESG and Sustainability Report to disclose information.our progress.


CyanideSafe and responsible cyanide management is a critical input to our operations and our social license to operate. We use cyanide in the plants at our gold operations to separate the gold mining process.from the ore. Proper and robust cyanide management is essential to prevent risk to both human health and the environment. We strive to adhere to good practice for the safe transportation, storage, use and disposal of cyanide. The usefoundation of our approach to cyanide at our operationsmanagement is built on strict operating standards and governed both by the relevant national legal requirements, butrequirements. It is also informed by theindustry best industry practices and the requirements of International Cyanide Management Code (ICMC)(“ICMC”). In 2021, SSR Mining announced that its sites were all certified under the ICMC. To achieve this, gap analysis and plans have already been developed at both our Çöpler and Seabee mines. Our Marigold mine is already certified. in Nevada was the first mine certified to ICMC standard and we are committed to aligning and certifying over time all our operations to ICMC standard.


Health and Safety


The Company is committed to the overall health and safety of its employees, contractors, and the communities in which they operate. We believe that our employees and business partners are critical to our success as a business, and we are committed to providing a safe working environment for them. We believe inremain committed to the principle of safe production thatand firmly believe occupational injuries and illnesses are preventable, and to provide a workplace that fulfills such objectives. Our Health and Safety policy applies to all employees and contractors working across our business. The policy is backed up by robust enterprise and site-specific safety management plans and systems which align with the international best practice standards OHSAS18001 and ISO45001. We regularly assess the safety and health-related risks across each part of our mines. These assessments ensure that we are aware of the specific risks in each part of the mine and inform us that the most appropriate critical controls are in place. Further to this, our safety plans follow a risk mitigation hierarchy of control which includes the identification of risk, assessment of controls and the implementation of controls.

In 2023, we focused on improving the safety performance at our operations. Our Total Recordable Injury Frequency Rate (“TRIFR”) per million hours worked, decreased from 3.97 in 2022 to 2.10 in 2023. To improve performance and realign with our targets we developed and began implementation of a revised safety plan to support our objective of continuous improvement in safety performance for 2023 and future years. Key actions to improve safety performance in 2023 focused on employee engagement through our Leadership in the Field (“LIF”) initiative. Introduced in 2022, the LIF program was designed to encourage leaders to have specific targeted conversations with workers in the field, educating them on how to identify safety hazards before they become issues. Other actions taken in 2023 to improve overall safety performance included embedding our Integrated Management System, developing a three-year strategy, implementing a risk management framework, and improving incident reporting and investigations.

We also recognize that there is no job so important that we cannot take the timemore to do it safely. The Company acknowledges that there are inherent risks associated with the Company’s businessensuring worker and through proactive risk management, continuously strives to maximize the safety of its operations and minimize and controlcommunity health and safety risks.well-being than simply working to prevent injuries. We are taking a proactive approach to health through environmental, biological and medical monitoring and quantifying occupational exposure risk. Our goal is to minimize health risks to employees, business partners, visitors and communities.

The Company’s safety framework emphasizes effective risk-centered management systems, positive and effective work cultures and proactive leadership to drive culture enhancement. The Company focuses on balancing the human and technical aspects of safety: blending leadership behaviors with traditional management activities to create a safe, productive culture. The Company ensures that its workers understand their individual roles and contributions to safe production and a safe workplace. In this way, the Company’s employees maintain safety awareness, recognize hazards and analyze risk in their daily activities. The technical aspects of safety are
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addressed through established systems, policies and procedures that enable the Company's employees to identify and assess job-related risks, and that support our efforts to provide appropriate training and verify training competencies. Performance measurement and accountability provides feedback and maintains focus on continuous improvement.

Community Relations


We recognize the important role our operations can play as catalysts for social and economic development in the communities we operate in and beyond. All our operations support a wide range of community development initiatives, which are based on the local socioeconomic environment and community needs. Our approach to community investment is set out in our integrated EnvironmentESG and Sustainability Policy. We support local social and economic development in three key ways: hiring from the local community, prioritizing local suppliers, and supporting community projects and initiatives. In 2021,2023, we continued our practice of direct investment in the local community infrastructure where we operate and in related social programs was approximately $2 million.programs.


For local communities, employment opportunities are aone of the primary benefitbenefits of our presence. Hiring workers from the communities nearest our mines and the countries we operate in is one of the most important contributions we make to social and economic development. We strive to maximize local hiring at of all our operations. We also provide skills development programs for our workers, contractors, and local communities to help them develop the skills needed to work at the mine. We also run a number of training and development programs aimed and helping our communities develop skills and business opportunities beyond the mine.

We believe that transparent communication with workers and unions is critical to the effective running of our operations. We do not impose restrictions on union representation, and we respect the rights of freedom of association and collective bargain. At our Çöpler mine we invite union and workforce representatives to attend site level EHS&S committee meetings. In total 38% of our workforce are union members and have collective bargaining agreements in place. There were no instances of industrial action across operation operations in 2021, and we enjoy positive labor relations across all sites.


Each year we contribute to the development of our local communities by making direct investments in community infrastructure and social programs. In 2021 we provided over 100We provide scholarships to local community members around our Çöpler mine, supporting students ranging from vocational high school students to one pursuing a Master’s degree.master’s degrees, with over 64% of such scholarships awarded to women in 2023. Marigold has provided both financial support to the University of Nevada, Reno, and individual scholarships to dependents of Marigold employees and students from local communities. Through the Colorado School of Mines, we also provide annual Women in Mining Scholarships to support a female mine engineering student to advance her career. At Seabee, we fund a breakfast program in the Gorden Deny School in the nearby town of La Ronge, Saskatchewan, providing a nutritious breakfast in an inclusive caring environment for more than 200 students. Additionally, in 2021 we provided a number of scholarships, approximately half of which were awarded to women, with two of these scholarships provided to children of our employees. In rural Jujuy near our Puna Operations, we partner with local schools to improve educational outcomes and, since 2012, we have supported the renovation of six local schools. In collaboration with the ArgentinaArgentine Ministry of Education we helped to create a program to enable community members, including our employees, to complete their secondary school education. In 2020, 102023, 20 scholarships were awarded in the Pirquitas jurisdiction and the evaluationto community members from regions near Puna, of a further 9 is underway in Rinconada, following COVID-19 related delays.which 12 were awarded to women.


Alongside the direct investments noted above, at our operations in Argentina and TurkeyTürkiye, we have dedicated social development funds. These funds aim to support sustainable projects in the local communities to help diversify economic activity in the local area and reduce reliance on the mine.

At our the Çöpler mine in Turkey,Türkiye, the Social Development Fundsocial development fund provides financial support to local entrepreneurs, so they canincluding many local women, to set up or grow their own businesses. Projects are selected based on a set of development priorities agreed in consultation with the community and aligned with local development plans and priorities. The Company contributes $2 for every ouncea portion of the profits from gold produced annually by the Çöpler mine, thereby linking the benefits we
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share with the community to our success as a company. To date, the Çöpler Social Development Fund has distributed more than $500,000.

Our Puna Operations in Argentina also partnered with the local regional government to invest in local communities through a Social Development Fund.social development fund. This innovative partnership between the mine and the host communities aims to promote financial inclusion and create opportunities for local entrepreneurs and support a wide-rangewide range of social and community development projects. Management of the fund is participatory in nature, and the fund’s board of directors consists of representatives of local communities to evaluate, approve and deliver financing for the projects.

In 2023, Puna worked with leaders in seven local communities to help them gain the capacity to build a strategic plan for their own community. These plans involve diversifying the local economy by finding additional sources of income and creating new businesses. Our community relations team has supported these communities by bringing in professional planners to assist local leaders in this initiative.

In February 2023, the SSR Mining global community showed their support for affected communities in Türkiye following the devastating earthquake. The earthquake struck hundreds of kilometers away; all employees and contract workers at the Çöpler mine were declared safe and accounted for and there was no physical damage on site. However, the Çöpler team, in particular the site’s Emergency Response Team, was heavily involved in disaster relief efforts in the surrounding areas, assisting with search and rescue and providing shelter, transportation, food, supplies, and emotional support to those in need. Global employees were also provided with
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contact information for several reputable aid organizations such as Red Cross and Red Crescent to donate to relief efforts if they chose.

In 2023, the Company continued to promote various inclusion initiatives at our corporate office in Denver, including a variety of in-person events and longer-term initiatives designed to celebrate diversity and inclusion, connect with the community and create more opportunities for employees to come together. In 2023, employee engagement initiatives included quarterly volunteer events at Food Bank of the Rockies, holiday food and toy drives, and sponsorship and participation in other local charitable activities and events.

HUMAN CAPITAL MANAGEMENT

Our people are our most valuable resource. More than any other factor, our success depends on their capabilities and commitment. We are focused on attracting and retaining experienced and skilled talent with a culture that puts safety at its core and supports people to reach their potential.

We believe that transparent communication with workers and unions is critical to the effective execution of our operations. We do not impose restrictions on union representation, and we respect the rights of freedom of association and collective bargaining. In total, 37% of our workforce are union members and have collective bargaining agreements in place. In 2023, we enjoyed positive labor relations across all sites.

In 2023, the Company undertook several initiatives designed to positively impact its workforce and invest in our talent. These initiatives were aligned with our core values, including a leader-lead discussion for employees to better understand Company values and how to live out those values in their roles at the Company. For our Canadian operations, all salaried employees participated in a “Productive Conflict” workshop to better empower effective communication and increase conflict management skills. For our senior leaders, a pilot leadership development program was initiated, and will continue into 2024. The Company also undertook a comprehensive redesign of its talent management practices by moving to a quarterly review schedule, instituting individual development plans, ensuring priority development actions are being taken and establishing detailed succession plans for our key roles.

Given the broad geographic footprint of the Company’s operations, we benefit from a meaningfully diverse workforce. The Company recognizes that a workforce composed of many individuals with a mix of skills, experience, perspectives, backgrounds and characteristics leads to a more robust understanding of opportunities, issues and risks, and stronger decision-making. Accordingly, the Board has adopted a Diversity Policy and the Compensation Committee is responsible for overseeing diversity initiatives across the Company. We are committed to establishing measurable diversity objectives and assessing on an annual basis the achievement of these objectives, including the representation of women at all levels of the organization. We recognize the industry-wide challenge of attracting women into the mining industry. However, in accordance with our policies we actively seek to increase the number of women we employ at our operations.

As of December 31, 2023, the Company employed approximately 2,500 full-time employees and 2,900 contract employees throughout its global operations. As of December 31, 2023, 17% of the executive officers of the Company were women, approximately 44% of employees at the Company’s corporate office were women (excluding executives) and approximately 14% of the employees across the business were women.

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The table below summarizes the total full-time workforce of the Company by location and gender:
2023 HR Gender Diversity.jpg
In addition to gender diversity, the Company maintains self-reported ethnicity information for our United States-based and Canadian-based workforce:

2023 US Workforce Ethnicity Self-Disclosure
Hispanic or LatinoWhiteAmerican Indian or Alaska NativeNative Hawaiian or Other Pacific IslanderAsianBlack or African AmericanTwo or More RacesPrefer Not to Answer
654341019386

2023 Canada Workforce Ethnicity Self-Disclosure
Hispanic or LatinoNon-Indigenous & Non-Visible MinorityIndigenousAsianBlackNative Hawaiian or Other Pacific IslanderOtherTwo or More RacesPrefer Not to Answer
712510666169869

The Company also reports employment data in annual U.S. Equal Employment Opportunity Commission EEO-1 reports for our U.S.-based workforce; however, the U.S. EEO-1 reports represent only a small portion of our global workforce.
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PROPOSAL No. 1


Election of Directors


Shareholders are asked to elect and/or re-elect eight (8)ten (10) directors. All nominees have established their eligibility and willingness to serve as directors. The Board has determined that, at the present time, there will be eight (8)ten (10) directors. For more information on the nominees, please refer to the Nominees for Election to the Board of Directors” section of this Proxy Statement. Nominees will, subject to the by-laws of the CompanyCompany’s Articles and applicable corporate law, hold office until the next annual meeting of Shareholders or until their successors are elected or appointed in accordance with the by-laws of the CompanyCompany’s Articles or applicable corporate law.


Majority Voting Policy


The Company’s majority voting policy states that any nominee proposed for election as a director of the Company in an uncontested election must be elected by a majority of the votes cast. If a director is not elected by at least a majority, such director must immediately tender his or her resignation to the Chairman of the Board.Executive Chairman. The Corporate Governance and Nominating Committee (the “Governance Committee”) will consider such resignation and will make a recommendation to the Board and, absent exceptional circumstances, the Board will accept the resignation of such nominee. Within 90 days of the meeting,Annual Meeting, the Board will issue a press release disclosing the Board’s decision to accept or reject the nominee’s resignation. If the Board determines not to accept the nominee’s resignation, the press release will fully state the reasons for that decision. The nominee will not participate in any Committeecommittee or Board deliberations regarding their resignation offer.


The Board recommends that Shareholders vote FOR each of the proposed nominees (or for substitute nominees in the event of contingencies not known at present). Unless otherwise instructed, the persons designated on the form of proxy card intend to vote FOR the proposed nominees (or for substitute nominees in the event of contingencies not known at present).


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NOMINEES FOR ELECTION
TO THE BOARD OF DIRECTORS


Our Board of Directors


The Board has the responsibility for the stewardship of the Company and to oversee the conduct of the business of the Company. The Board’s fundamental objectives are to enhance and preserve long-term shareholder value, ensuring that the Company meets its obligations on an ongoing basis and that the Company operates in a reliable and safe manner.

Board Leadership Structure

With respect to the roles of Chairman of the Board and Chief Executive Officer, our Board of Directors Charter provides the flexibility for our Board of Directors to modify our leadership structure in the future as appropriate. Mr. A.E. Michael Anglin, who has served as a member of the Board since 2008 and Chairman of the Board since 2016, announced his decision to retire and not stand for re-election at the Annual Meeting and stepped down as Chairman of the Board on June 8, 2023. At that time, the Board unanimously appointed Mr. Rod Antal as Executive Chairman and Mr. Anglin was appointed by the Board to serve as the Lead Independent Director until the Annual Meeting. In light of the Çöpler Incident, Mr. Anglin has agreed to postpone his retirement and stand for re-election at the Annual Meeting. Mr. Thomas R. Bates, Jr. will assume the Lead Independent Director role if re-elected at the Annual Meeting. For more detail around this process, see the “Corporate Governance - Criteria for Board Membership and Succession Planning” section of this Proxy Statement. The Board supports this balanced leadership structure as the right structure for the Company at this time, providing strong independent oversight while balancing the need for extensive knowledge of business operations, strategy implementation, effective leadership, management accountability and alignment with long-term interests of Shareholders.

Annually, the Governance Committee reviews the Board leadership structure in light of the Company’s current needs and what is in the best interest of Shareholders, and the independent directors select the Chairman of the Board. Currently, the Board believes that Mr. Antal is the most qualified individual to fill the Chair position based on his extensive global mining experience in various mineral and metal businesses, including precious metals, and his intricate knowledge of the Company and the necessary succession planning for Mr. Anglin’s role on the Board of Directors. Mr. Anglin’s continued service as Lead Independent Director following his long tenure as Chairman of the Board continues to ensure that the Board of Directors benefits from his extensive understanding and experience of the Company’s business and operations. The appointment also serves to ensure the continuity of the Company’s strategy and successful long-term stakeholder relationships, particularly in Türkiye.

The Board does not believe that combining the Chair and CEO roles creates a conflict of interest or ambiguity about reporting relationships. With the Lead Independent Director appointed to complement the Executive Chairman and other risk mitigators, such as the Board’s responsibility to set Mr. Antal’s compensation and any performance awards annually, the combined role does not have undue authority over the Board, management, or his personal gain. The Board believes that when it has a combined leadership structure, it is important to have a defined board leadership role for an independent director, which is discussed below.

Lead Independent Director

The Board recognizes the importance of independent Board oversight of the CEO and management and has appointed a Lead Independent Director to work alongside the Executive Chairman and ensure a balanced leadership structure. The Lead Independent Director and the Executive Chairman collaborate closely on Board meeting schedules, agendas, and information provided to the Board. At the end of each Board meeting, the Board holds an in camera session with the Executive Chairman, as well as an in camera session led by the Lead Independent Director with only the independent directors in attendance and without the Executive Chairman. The key duties and responsibilities of the Lead Independent Director include:

presiding at meetings of the Board when the Executive Chairman is absent;
presiding at, and developing agendas for, executive session of independent directors;
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full authority to call Board meetings, approve sufficiency of meeting materials, engage with shareholders and lead executive session at each meeting with independent directors;
providing feedback from executive session of independent directors to the Executive Chairman;
ensuring maintenance of Board and committee independence requirements and promotes corporate governance best practices in consultation with the chair of the Governance Committee;
reviewing and assessing potential conflicts of interest of all directors;
providing the Executive Chairman with feedback and counsel concerning the interactions with the Board;
attending annual shareholder meeting as representative of the Board;
assisting with aligning governance structures with the Company’s strategy;
recommending to the Board and Committees the retention of advisors; and
leading or participating in special committees established for extraordinary matters such as investigations, significant transactions and derivative actions.

Skills Composition of the Board

The Governance Committee is responsible for recommending to the Board the qualifications for Board membership and for identifying, assessing, and recommending qualified director candidates for the Board’s consideration. The following pages set out information about the nominees for election as directors, including the specific experience, and qualifications that led to the Board’s conclusion that the person should serve as a director of the Company. It is common practice

Each of the director nominees possesses the qualifications, skills and experiences that the Governance Committee believes are essential to direct and oversee the company’s long-term strategy, the management team, and business and performance of the Company. All director nominees have the following attributes:

public company board experience for at least one year;
executive leadership experience leading large, complex organizations;
strategic leadership experience driving strategic direction and growth of an organization, as well as leading significant change management/integration across a global business unit;
industry knowledge with a broad range of experience and expertise in the resources sector and relevant experience in operating and mineral processing, including production, exploration, reserves, capital projects, logistics and related technology; and
international experience, including exposure to a range of political, cultural, and regulatory requirements and an understanding of the critical role of partnerships with host governments, local communities, indigenous people, non-governmental organizations, and other stakeholders.

Additionally, mining operations, corporate finance and capital allocation, risk management, human capital management, ESG, information technology, and corporate governance competencies are important skills necessary for overseeing the business operations and performance of the Company and setting the strategic direction. These skills are represented across our director nominees as a group.

The following matrix sets forth the principal skills of our director nominees. This matrix does not intend to be an exhaustive list of their skills or areas of principal contributions to the Board, and each director possesses skills in addition to those identified in the matrix.


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Overview of our Board's ProfileA.E. Michael AnglinRod AntalThomas R. Bates, Jr.Brian R. BoothSimon A. FishLeigh Ann FisherAlan P. KrusiDaniel MalchukKay PriestlyKaren SwagerTotal
Skills and Core Capabilities
Strategic Leadership.jpg
Corporate Finance & Capital AllocationPPPP4
Risk Management.jpg
Risk ManagementPPPPPPPP8
Mergers & Acquisitions(2).jpg
Mergers & AcquisitionsPPPPPPPPP9
Industry Knowledge.jpg
Mining OperationsPPPPP5
Human Capital Management.jpg
Human Capital ManagementPPPPPP6
Corporate Finance.jpg
Financial ReportingPPP3
Sustainability & ESG.jpg
Environmental, Health, Safety & SustainabilityPPPPPPP7
Governance.jpg
GovernancePPPPPPP7
Technology and Cybersecurity.jpg
Information Technology & CybersecurityPP2
Government Relations.jpg
Government RelationsPPPPPPPP8
Supply Chain.jpg
Supply Chain ManagementPP2
Attributes
Public Company Board.jpg
Public Company Board ExperiencePPPPPPPPPP10
Strategic Leadership.jpg
Executive Management / Strategic LeadershipPPPPPPPPPP10
Industry Knowledge.jpg
Industry KnowledgePPPPPPPPPP10
International(2).jpg
InternationalPPPPPPPPPP10
Board CompositionAge68587464635769586853Average
63
Board Tenure1644862441Average
5
IndependencePCEOPPPPPPPP9
90%
Self-identified DiversityPPPP4
40%
Current Membership on Other Public Boards1022002010Average
1

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Strategic Leadership.jpg
Corporate Finance & Capital Allocation – Executive experience with primary responsibility for developing and implementing capital allocation frameworks and strategies for public companies. Experience to include evaluating investment opportunities and analysis, assessing and mitigating financial risks associated with capital allocation decisions, setting thresholds for financial returns, optimizing asset portfolios, raising equity, and managing debt financing.
Sustainability & ESG.jpg
Environmental, Health, Safety & Sustainability – Executive experience with primary responsibility for EHS&S in a public industrial or extractive company. Experience to include integrating EHS&S practices and initiatives including evaluating key environmental impacts, risks and opportunities. Experience leading social responsibility and community programs, ensuring workplace health and safety, and maintaining licenses to operate.
Risk Management.jpg
Risk Management – Executive experience with responsibility for enterprise risk management, including identifying, assessing, and monitoring risk controls and exposures, implementing risk mitigation strategies, and ensuring compliance with industry regulations and standards.
Governance.jpg
Governance – Executive experience developing, implementing, and maintaining governance policies and procedures across a public company. Experience to include designing and implementing global compliance and governance programs across various cultures and geographies.
Mergers & Acquisitions(2).jpg
Mergers & Acquisitions – Executive experience with responsibility over identifying and executing strategic transactions. Experience to include conducting financial valuations and modeling, negotiating, structuring and executing mergers, acquisitions, assets sales and/or disposals, and leading integration efforts.
Technology and Cybersecurity.jpg
Information Technology & Cybersecurity – Executive experience managing information technology infrastructure and cybersecurity efforts, including conducting risk assessments and implementing risk mitigation strategies, maintaining disaster recovery and business continuity plans, employing data protection measures and privacy controls.
Industry Knowledge.jpg
Mining Operations – Executive experience in mining operations. Experience to include extraction, processing, operations, safety and compliance, resource and equipment optimization, budgeting and cost management, environmental stewardship, and stakeholder management.
Government Relations.jpg
Government Relations – Executive experience navigating the workings of foreign governments or experience in diplomatic relations. Experience to include engaging in face-to-face meetings with foreign government officials and regulators to cultivate relationships, collaborate, and advocate for business interests, particularly in emerging markets.
Human Capital Management.jpg
Human Capital Management – Executive experience in human capital management in a public company. Experience to include organizational design, talent acquisition, employee development, succession planning, change management, collective labor, and compliance with HR policies, labor laws, and regulations.
Supply Chain.jpg
Supply Chain Management – Executive experience leading supply chain operations. Experience to include global supply chain management, profit and loss management, securing supply lines and supplier performance, inventory and warehouse management, and process optimization.
Corporate Finance.jpg
Financial Reporting – Executive experience as a chief financial officer and/or chief executive officer of a public company, or as an external audit partner. Experience to include financial reporting, compliance with accounting standards, preparation of financial statements, strategic capital management, and internal controls.

In addition to the skills of the Board members set forth above, the Board regularly engages subject matter experts from time to attend committee meetings they are not a membertime to supplement the Board’s skills, including compensation consultants, cyber security and information security experts, governance advisors and environmental specialists.

The following profiles summarize the skills, experience and qualifications of therefore only required attendees are shown below. The table also discloses the value of at-risk holdings for each director as of March 31, 2022nominee, and their overall Board and committee attendance in 2021. The overall skills2023. While each of the nominees is presented in tabular form atBoard members generally attend all committee meetings, the end of this “Nominees for Election to the Board of Directors” section.nominee profiles reflect only their required attendance.

Edward Dowling Jr. has made the decision to retire from the Board following the 2022 Annual Meeting. Mr. Dowling has had a long tenure with the business, and we want to thank him for his significant contributions, particularly in relation to our operations in Turkey. Prior to being appointed to the Board of the Company at the time of the merger with Alacer Gold Corp. in September 2020, Mr. Dowling served as a director for Alacer Gold Corp. from February 2008. We wish him the best in his future endeavors.

The following table summarizes the nominees for election to the Board:

u
A.E. Michael Anglin,Chairman of the Board
uRod Antal
u
Thomas R. Bates, Jr.,Chair of the Compensation and Leadership Development Committee
uBrian R. Booth
u
Simon A. Fish,Chair of the Corporate Governance and Nominating Committee
uLeigh Ann Fisher
u
Alan P. Krusi,Chair of the Environmental, Health, Safety & Sustainability Committee
u
Kay Priestly,Chair of the Audit Committee

Following the results of the Annual Meeting, the Governance Committee will meet to reconstitute the membership of each Board committee.

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image5a.jpg
A.E. Michael Anglin
Mr. Anglin was appointed to the Board of Directors of SSR Mining in August 2008 and is Chairman of the Board and a member of the Corporate Governance and Nominating Committee. Mr. Anglin has also served on the board of Antofagasta PLC, a major Chilean copper producer, since April of 2019. Mr. Anglin spent 22 years with BHP Billiton Ltd., most recently serving as Vice President Operations and Chief Operating Officer of the Base Metals Group based in Santiago, Chile, before retiring in 2008. Mr. Anglin graduated with a Bachelor of Science (Honours) degree in Mining Engineering from the Royal School of Mines, Imperial College, London in 1977 and attained a Master of Science degree from the Imperial College in London in 1985.
Chairman of the BoardDirector Skills
u Mergers & Acquisitions
u International
Director Since: 2008
u Strategic Leadership
u Sustainability & ESG
u Industry Knowledge
Independent
Board and Committee Membership
Attendance(1)
Age: 66Board of Directors7/7
Corporate Governance and Nominating Committee3/3
Berkeley, California, USAAudit Committee1/1
Overall Attendance100%
Voting ResultsOther Public Company Board
YearForWithheldAntofagasta PLC
202199.14%0.86%Tulla Resources PLC
Share Ownership Guidelines
Common SharesDSUsTotal of Common Shares and DSUs
Market Value of Common Shares and DSUs(2)
44,000197,553241,553$5,254,298
Minimum Value RequiredIn Compliance with Share Ownership Guidelines
$480,000Yes
____________________
(1) Mr. Anglin was appointed as a member of the Audit Committee effective October 13, 2021.
(2) Assumes a market value of C$27.18, for each share, which is the close price on the TSX as of March 31, 2022 converted to USD.





9


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Rod Antal
Mr. Antal was appointed President and Chief Executive Officer and a member of the Board of SSR Mining following the merger with Alacer Gold in September 2020. Prior to the merger, Mr. Antal held the position of President and Chief Executive Officer with Alacer Gold since August 2013 and prior to that, he served as Alacer Gold’s Chief Financial Officer from May 2012 to August 2013. Mr. Antal has over 25 years of global mining experience in various mineral and metal businesses, including precious metals. This experience spans both corporate roles and at various mine operating sites. Mr. Antal began his mining career working for Placer Dome in Papua New Guinea and then nearly 15 years within the Rio Tinto Group where he held various senior management positions.
President and CEODirector Skills
u Corporate Finance
u Industry Knowledge
Director Since: 2020
u Mergers & Acquisitions
u International
u Strategic Leadership
Age: 56
Board and Committee MembershipAttendance
Denver, Colorado, USABoard of Directors7/7
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldNone
202199.83%0.17%
Share Ownership Guidelines
Common SharesRSUs
PSUs(1)
Total Shares Held
Market Value of Shares Held(2)
672,333123,057267,4111,062,801$20,209,828
Minimum Value RequiredIn Compliance with Share Ownership Guidelines
$5,000,000Yes
____________________
(1) Pursuant to our Share Ownership Guidelines, 50% of granted PSUs are included in the calculation to meet the guidelines.
(2) Assumes a market value of C$27.18, for each share, which is the close price on the TSX as of March 31, 2022 converted to USD.





10


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Thomas R. Bates, Jr.
Mr. Bates was appointed to the Board of Directors of SSR Mining in September 2020 and is Chair of the Compensation and Leadership Development Committee and a member of the Audit Committee. Mr. Bates was a Director at Alacer Gold from April 2014 to September 2020 and has over 40 years of experience in oil service management and operations. Mr. Bates is currently an adjunct professor and a member of the Advisory Board for the Energy MBA Program at the Neeley School of Business at Texas Christian University, a position he has held since 2011. He spent 15 years at Schlumberger in both domestic and international locations, was CEO of Weatherford-Enterra from 1997 to 1998, served as President of the Discovery Group of Baker Hughes from 1998 to 2000, and was later the Managing Director and Senior Advisor for 12 years at Lime Rock Partners, an energy focused private equity investment firm, from 2001 to 2012. Mr. Bates has served on the Board of Directors at Tetra Technologies, Inc. since 2011 and Vantage Drilling International since 2016.
Chair of the Compensation and Leadership Development CommitteeDirector Skills
u Corporate Finance
u Strategic Leadership
u Human Capital Management
u International
Director Since: 2020
u Mergers & Acquisitions
IndependentBoard and Committee MembershipAttendance
Board of Directors7/7
Age: 72Audit Committee6/6
Compensation and Leadership Development Committee5/5
Fort Worth, Texas, USAOverall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldTetra Technologies, Inc.
202199.86%0.14%Vantage Drilling International
Share Ownership Guidelines
Common SharesDSUsTotal of Common Shares and DSUs
Market Value of Common Shares and DSUs(1)
26,23077,771104,001$2,262,246
Minimum Value RequiredIn Compliance with Share Ownership Guidelines
$360,000Yes
____________________
(1) Assumes a market value of C$27.18, for each share, which is the close price on the TSX as of March 31, 2022 converted to USD.

11


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Brian R. Booth
Mr. Booth was appointed to the Board of Directors of SSR Mining in May 2016 and is a member of the Audit Committee and the Environmental, Health, Safety and Sustainability Committee. Mr. Booth is retired from Element29 Resources Inc. where he was the President, CEO and a director, roles in which he served since 2019, and he has served as a director on numerous public and private mining companies for over 15 years. Prior to joining Element29, he was President, CEO and a director of Pembrook Copper Corp. from 2008 to 2018 and LakeShore Gold Corp from 2005 to 2008. Previous to that, Mr. Booth held various exploration management positions at Inco Limited over a 23-year career, including Manager of Exploration - North America and Europe, Manager of Global Nickel Exploration and Managing Director PT Ingold for Australasia. Mr. Booth holds a B.Sc. in Geological Sciences from McGill University (1983) and was awarded an honorary lifetime membership in the Indonesian Mining Association for service as Assistant Chairman of the Professional Division.
Director Since: 2016Director Skills
u Mergers & Acquisitions
u International
Independent
u Strategic Leadership
u Sustainability & ESG
u Industry Knowledge
Age: 62
Board and Committee Membership
Attendance(1),(2)
West Vancouver, BC, CanadaBoard of Directors6/7
Audit Committee1/1
Environmental, Health, Safety & Sustainability Committee4/5
Overall Attendance85%
Voting ResultsOther Public Company Boards
YearForWithheldGFG Resources Inc.
202190.01%9.99%
Share Ownership Guidelines
Common SharesDSUsTotal of Common Shares and DSUs
Market Value of Common Shares and DSUs(3)
18,72444,61263,336$1,377,694
Minimum Value RequiredIn Compliance with Share Ownership Guidelines
$300,000Yes
____________________
(1) Mr. Booth had a personal health matter that conflicted with attendance at one meeting of the Board of Directors and one meeting of the EHS&S Committee. Prior to the meetings, Mr. Booth received and reviewed all materials and cast his votes.
(2) Mr. Booth was appointed as a member of the Audit Committee effective October 13, 2021.
(3) Assumes a market value of C$27.18, for each share, which is the close price on the TSX as of March 31, 2022 converted to USD.



12


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Simon A. Fish
Mr. Fish is a corporate director. He was appointed to the Board of Directors of SSR Mining in 2018. He serves as Chair of the Corporate Governance and Nominating Committee and a member of the Compensation and Leadership Development Committee. He has more than 30 years of experience as a senior executive in the mining, energy and financial services sectors. He is currently Chair of the BMO Climate Institute (since 2021). He serves as director of Alexa Translations (since 2021), Queen’s University’s Institute for Sustainable Finance (since 2021), and the Environmental Law and Policy Centre (since 2015). He served as Executive Vice-President & Chief Legal Officer at Bank of Montreal (2008-2020), Inco Limited (2005-2008) and Shell Canada Limited (2002-2005). Prior to that he held various senior positions within the Royal Dutch Shell group of companies in the UK, the Netherlands, South Africa and Canada. Earlier in his career, Mr. Fish practiced corporate and securities law with Dechert LLP, an international law firm. Mr. Fish holds business and law degrees from the University of Cape Town, the Washington College of Law and Harvard Business School.
Chair of the Corporate
Governance and
Nominating Committee
Director Skills
u Mergers & Acquisitions
u International
u Strategic Leadership
u Sustainability & ESG
Director Since: 2018
u Industry Knowledge
IndependentBoard and Committee MembershipAttendance
Board of Directors7/7
Age: 61Compensation and Leadership Development Committee5/5
Corporate Governance and Nominating Committee3/3
Wellington, ON, CanadaOverall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldNone
202198.94%1.06%
Share Ownership Guidelines
Common SharesDSUsTotal of Common Shares and DSUs
Market Value of Common Shares and DSUs(1)
Nil52,22652,226$1,136,028
Minimum Value RequiredIn Compliance with Share Ownership Guidelines
$345,000Yes
____________________
(1) Assumes a market value of C$27.18, for each share, which is the close price on the TSX as of March 31, 2022 converted to USD.

13



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A.E. Michael Anglin
Mr. Anglin was appointed to the Board of Directors of SSR Mining in August 2008 and in July 2023 stepped down as Chairman of the Board to become the Lead Independent Director. He is a member of the Corporate Governance and Nominating Committee and the Technical, Safety and Sustainability Committee. Mr. Anglin has also served on the board of Antofagasta PLC, a major Chilean copper producer, since April of 2019. Mr. Anglin spent 22 years with BHP Billiton Ltd., most recently serving as Vice President Operations and Chief Operating Officer of the Base Metals Group based in Santiago, Chile, before retiring in 2008. Mr. Anglin graduated with a Bachelor of Science (Honours) degree in Mining Engineering from the Royal School of Mines, Imperial College, London in 1977 and attained a Master of Science degree from the Imperial College in London in 1985.
Lead Independent DirectorDirector Skills
u Risk Management
u Mergers & Acquisitions
Director Since: 2008
u Mining Operations
u Governance
u Environmental, Health, Safety & Sustainability
u Government Relations
IndependentBoard and Committee MembershipAttendance
Board of Directors8/8
Age: 68Corporate Governance and Nominating Committee5/5
Technical, Safety and Sustainability Committee5/5
Berkeley, California, USAOverall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldAntofagasta plc
202395.69%4.31%




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Rod Antal
Mr. Antal was appointed Executive Chairman of SSR Mining in June 2023. Previously, Mr. Antal served as President and Chief Executive Officer and a member of the Board of SSR Mining following the merger with Alacer Gold in September 2020. Prior to the merger, Mr. Antal held the position of President and Chief Executive Officer with Alacer Gold since August 2013 and prior to that, he served as Alacer Gold’s Chief Financial Officer from May 2012 to August 2013. Mr. Antal has over 30 years of global mining experience in various mineral and metal businesses, including precious metals. This experience spans both corporate roles and at various mine operating sites. Mr. Antal began his mining career working for Placer Dome in Papua New Guinea and then nearly 15 years within the Rio Tinto Group where he held various senior management positions.
Executive ChairmanDirector Skills
u Corporate Finance & Capital Allocation
u Mergers & Acquisitions
Director Since: 2020
u Mining Operations
u Government Relations
Age: 58Board and Committee MembershipAttendance
Board of Directors8/8
Denver, Colorado, USAOverall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldNone
202399.35%0.65%



14


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Thomas R. Bates, Jr.
Mr. Bates was appointed to the Board of Directors of SSR Mining in September 2020 and is Chair of the Compensation and Leadership Development Committee and a member of the Audit Committee. Mr. Bates was a Director at Alacer Gold from April 2014 to September 2020 and has over 40 years of experience in oil service management and operations. Mr. Bates is currently an adjunct professor and a member of the Board of the Ralph Lowe Energy Institute at the Neeley School of Business at Texas Christian University, a position he has held since 2011. He spent 15 years at Schlumberger in both domestic and international locations, was CEO of Weatherford-Enterra from 1997 to 1998, served as President of the Discovery Group of Baker Hughes from 1998 to 2000, and was later the Managing Director and Senior Advisor for 12 years at Lime Rock Partners, an energy focused private equity investment firm, from 2001 to 2012. Mr. Bates has served on the Board of Directors at Tetra Technologies, Inc. since 2011 and Vantage Drilling International since 2016.
Chair of the Compensation and Leadership Development CommitteeDirector Skills
u Corporate Finance & Capital Allocation
u Risk Management
u Mergers & Acquisitions
u Human Capital Management
Director Since: 2020
u Environmental, Health, Safety & Sustainability
u Financial Reporting
u Government Relations
u Governance
Independent
u Supply Chain Management
Age: 74Board and Committee MembershipAttendance
Board of Directors8/8
Fort Worth, Texas, USAAudit Committee6/6
Compensation and Leadership Development Committee5/5
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldTetra Technologies, Inc.
202398.46%1.54%Vantage Drilling International
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Brian R. Booth
Mr. Booth was appointed to the Board of Directors of SSR Mining in May 2016 and is a member of the Audit Committee and the Technical, Safety and Sustainability Committee. Mr. Booth is retired from Element29 Resources Inc. where he was the President, CEO and a director, roles in which he served since 2019, and he has served as a director on numerous public and private mining companies for over 15 years. Prior to joining Element29, he was President, CEO and a director of Pembrook Copper Corp. from 2008 to 2018 and LakeShore Gold Corp from 2005 to 2008. Previous to that, Mr. Booth held various exploration management positions at Inco Limited over a 23-year career, including Manager of Exploration - North America and Europe, Manager of Global Nickel Exploration and Managing Director PT Ingold for Australasia. Mr. Booth holds a B.Sc. in Geological Sciences from McGill University (1983) and was awarded an honorary lifetime membership in the Indonesian Mining Association for service as Assistant Chairman of the Professional Division.
Director Since: 2016Director Skills
u Mergers & Acquisitions
u Mining Operations
Independent
u Environmental, Health, Safety & Sustainability
u Government Relations
Age: 64Board and Committee MembershipAttendance
Board of Directors8/8
West Vancouver, BC, CanadaAudit Committee6/6
Technical, Safety and Sustainability Committee5/5
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldGFG Resources Inc.
202399.36%0.64%Peninsula Energy Limited
15


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Simon A. Fish
Mr. Fish is a corporate director. He was appointed to the Board of Directors of SSR Mining in 2018. He serves as Chair of the Corporate Governance and Nominating Committee and a member of the Compensation and Leadership Development Committee. A former senior executive with more than 30 years of experience in the mining, energy and financial services sectors. He has served as a director of Heritage Environmental Services since 2022, Alexa Translations since 2021, and the Environmental Law and Policy Center since 2015. Previously, he served as Executive Vice-President & Chief Legal Officer at Bank of Montreal from 2008 to 2020, Vale Base Metals from 2005 to 2008, and Shell Canada Limited from 2002 to 2005. Prior to that, he held various senior positions within Shell plc in the UK, the Netherlands, South Africa and Canada. Earlier in his career, Mr. Fish practiced corporate and securities law with Dechert LLP, an international law firm.
Chair of the Corporate Governance and Nominating CommitteeDirector Skills
u Risk Management
u Mergers & Acquisitions
u Environmental, Health, Safety & Sustainability
u Governance
Director Since: 2018
u Government Relations
IndependentBoard and Committee MembershipAttendance
Board of Directors8/8
Age: 63Compensation and Leadership Development Committee5/5
Corporate Governance and Nominating Committee5/5
Wellington, ON, CanadaOverall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldNone
202383.95%16.05%


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Leigh Ann Fisher
Ms. Fisher was appointed to the Board of Directors of SSR Mining in March 2022 and serves as a member of each of the Audit Committee and the Compensation and Leadership Development Committee. Ms. Fisher served as Executive Vice President and Chief Administrative Officer of Alcoa Corporation from 2016 until her retirement in 2020. As Chief Administrative Officer, Ms. Fisher had responsibility for Human Resources, Procurement, Information Technology and Automation Solutions, Global Shared Services and Business Process Optimization. She was a member of the Alcoa Executive Team, responsible for setting strategic direction for the company. From 2013 to 2016, Ms. Fisher held the role of Chief Financial Officer for Alcoa's Global Primary Products Group, responsible for managing finance and business analysis for Alcoa’s worldwide primary products system. Throughout her 31 year career with Alcoa, Ms. Fisher held finance and leadership roles in all Alcoa business groups, as well as corporate finance.
Director Since: 2022Director Skills
u Risk Management
u Mergers & Acquisitions
Independent
u Human Capital Management
u Financial Reporting
u Information Technology & Cybersecurity
u Governance
Age: 57
Board and Committee MembershipAttendance
Louisville, Tennessee,Board of Directors8/8
USAAudit Committee6/6
Compensation and Leadership Development Committee5/5
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldNone
202398.50%1.50%
16


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Alan P. Krusi
Mr. Krusi was appointed to the Board of Directors of SSR Mining in September 2020. He is Chair of the Technical, Safety and Sustainability Committee and a member of the Corporate Governance and Nominating Committee. Mr. Krusi was a director at Alacer Gold from September 2014 to September 2020. He has nearly four decades of management experience in the engineering and construction industries. Mr. Krusi began his career as a project geologist with Dames & Moore where he gained significant experience and international exposure as lead project engineer and geologist in Latin America and Asia from 1977 to 1983. Throughout his career, Mr. Krusi managed a number of successively larger engineering and consulting businesses, culminating as CEO of Earth Tech, Inc, a global water and environmental services firm with operations in 13 countries, from 2002 to 2008. Most recently, Mr. Krusi was President, Strategic Development at AECOM from 2008 to 2015, where he oversaw the firm's M&A activities and served on the executive committee. Mr. Krusi has served on the Board of Directors of Granite Construction since 2018.
Chair of the Technical, Safety and Sustainability CommitteeDirector Skills
u Risk Management
u Mergers & Acquisitions
u Environmental, Health, Safety & Sustainability
u Human Capital Management
Director Since: 2020
u Information Technology & Cybersecurity
u Governance
IndependentBoard and Committee MembershipAttendance
Board of Directors8/8
Age: 69Technical, Safety and Sustainability Committee5/5
Corporate Governance and Nominating Committee5/5
Maple Valley, Washington, USAOverall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldGranite Construction, Inc.
202397.23%2.77%
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Daniel Malchuk
image11a.jpg
Leigh Ann Fisher
Ms. FisherMr. Malchuk was appointed to the Board of Director of SSR Mining in March 2022. Ms. FisherJanuary 2024 and serves as a member of Technical, Safety and Sustainability Committee. Mr. Malchuk brings over 30 years of strategic, operational and financial experience in the natural resource industry to the Board. He currently serves as Senior Advisor with Appian Capital Advisory and as Board Member with Jetti Resources. Mr. Malchuk had a long career with BHP; most recently he served as Executive Vice President and Chief Administrative Officer of Alcoa Corporation from 2016Operations, Minerals Americas until herhis retirement in 2020. As Chief Administrative Officer, Ms. FisherIn this role, Mr. Malchuk had overall responsibility for Human Resources, Procurement, Information Technologythe minerals portfolio in the Americas, including operated copper mines in Chile, non-operated joint ventures in numerous South American countries, a multibillion-dollar potash project in Canada and Automation Solutions, Global Shared Servicesglobal copper exploration activities. Previously, Mr. Malchuk held various leadership positions at BHP, including President, Copper, President, Aluminum, Manganese, and Business Process Optimization. She wasNickel, President, Minerals Exploration and Vice President, Strategy and Development. Mr. Malchuk holds a memberCivil Industrial Engineer degree from Universidad de Chile and an MBA from University of the Alcoa Executive Team, responsible for setting strategic direction for the company. From 2013 to 2016, Ms. Fisher held the roleCalifornia at Los Angeles (UCLA) Anderson School of Chief Financial Officer for Alcoa's Global Primary Products Group, responsible for managing finance and business analysis for Alcoa’s worldwide primary products system. Throughout her 31 year career with Alcoa, Ms. Fisher held finance and leadership roles in all Alcoa business groups, as well as corporate finance.Management.
Director Since: 2024Director Skills
Director Since: 2022Director Skills
u Corporate Finance & Capital Allocation
u Industry KnowledgeRisk Management
Independent
u Mergers & Acquisitions
u Mining Operations
u Environmental, Health, Safety & Sustainability
u Human Capital Management
u Technical Innovation / Information Security
u Strategic Leadership
Age: 5558
u Government Relations
u Governance
Las Condes, Santiago, ChileBoard and Committee Membership
Attendance(1)
Louisville, Tennessee, USABoard of DirectorsN/A
Technical, Safety and Sustainability CommitteeOverall AttendanceN/A
Overall AttendanceN/A
Voting Results(1)
Other Public Company Boards
YearYearForForWithheldWithheldNone
20232021N/AN/AN/A
____________________
Share Ownership Guidelines
Common SharesDSUsTotal of Common Shares and DSUsMarket Value of Common Shares and DSUs
NilNilNil$—
Minimum Value RequiredIn Compliance with Share Ownership Guidelines
$300,000.00
Yes(2)
____________________
(1) Ms. FisherMr. Malchuk was appointed to the Board of Directors as of March 3, 2022.
(2) Ms. Fisher has until March 3, 2027, five (5) years from the date of her election, to meet the Share Ownership Guidelines.January 8, 2024.
14


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Alan P. Krusi
Mr. Krusi was appointed to the Board of Directors of SSR Mining in September 2020. He is Chair of the Environmental, Health, Safety and Sustainability Committee and a member of the Corporate Governance and Nominating Committee. Mr. Krusi was a Director at Alacer Gold from September 2014 to September 2020. He has nearly four decades of management experience in the engineering and construction industries. Mr. Krusi began his career as a project geologist with Dames & Moore where he gained significant experience and international exposure as lead project engineer and geologist in Latin America and Asia from 1977 to 1983. Throughout his career, Mr. Krusi managed a number of successively larger engineering and consulting businesses, culminating as CEO of Earth Tech, Inc, a global water and environmental services firm with operations in 13 countries, from 2002 to 2008. Most recently, Mr. Krusi was President, Strategic Development at AECOM from 2008 to 2015, where he oversaw the firm's M&A activities and served on the executive committee. Mr. Krusi has served on the Board of Directors of Comfort Systems USA since 2008 and Granite Construction since 2018.
Chair of the Environmental, Health, Safety & Sustainability CommitteeDirector Skills
u Mergers & Acquisitions
u Sustainability & ESG
u Strategic Leadership
u Technical Innovation / Information Security
Director Since: 2020
u International
IndependentBoard and Committee MembershipAttendance
Board of Directors7/7
Age: 67Environmental, Health, Safety & Sustainability Committee5/5
Corporate Governance and Nominating Committee3/3
Maple Valley, Washington, USAOverall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldComfort Systems USA, Inc.
202199.74%0.26%Granite Construction, Inc.
Share Ownership Guidelines
Common SharesDSUsTotal of Common Shares and DSUs
Market Value of Common Shares and DSUs(1)
25,09175,792100,883$2,194,423
Minimum Value RequiredIn Compliance with Share Ownership Guidelines
$345,000Yes
____________________
(1) Assumes a market value of C$27.18, for each share, which is the close price on the TSX as of March 31, 2022 converted to USD.


15


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Kay Priestly
Ms. Priestly was appointed to the Board of Directors of SSR Mining in September 2020 and is Chair of the Audit Committee and a member of the Corporate Governance and Nominating Committee. Ms. Priestly was a Director at Alacer Gold from August 2019 to September 2020. Ms. Priestly served as Chief Executive Officer of Turquoise Hill Resources Ltd. from 2012 until her retirement in 2015 and as Chief Financial Officer of Rio Tinto Copper from 2008 until 2012. She was Vice President, Finance and Chief Financial Officer of Rio Tinto’s Kennecott Utah Copper operations from 2006 to 2008. Ms. Priestly also served in executive management roles at American Nursing Services, Inc. and Entergy Corporation. Ms. Priestly began her career with Arthur Andersen where she progressed from Staff Accountant to Partner, holding various management and leadership positions, including serving on the global executive team as Global Managing Partner - People. During her 24 years with Arthur Andersen, she provided tax, consulting and M&A services to global companies across many industries, including energy, mining, manufacturing and services. Ms. Priestly has served as a board member of TechnipFMC plc since January 2017 and Stericycle, Inc. since June, 2018. She previously served on the Board of Directors of FMC Technologies, Inc. from October 2015 to January 2017, New Gold Inc. from June 2015 to April 2018, and Stone Energy Corporation from May 2006 to February 2017.
Chair of the Audit CommitteeDirector Skills
u Corporate Finance
u Industry Knowledge
Director Since: 2020
u Strategic Leadership
u International
u Risk Management
Independent
Board and Committee MembershipAttendance
Age: 66Board of Directors7/7
Audit Committee6/6
Park City, Utah, USACorporate Governance and Nominating Committee3/3
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldTechnipFMC plc
202199.69%0.31%Stericycle, Inc.
Share Ownership Guidelines
Common SharesDSUsTotal of Common Shares and DSUs
Market Value of Common Shares and DSUs(1)
Nil17,68217,682$384,622
Minimum Value RequiredIn Compliance with Share Ownership Guidelines
$375,000.00Yes
____________________
(1) Assumes a market value of C$27.18, for each share, which is the close price on the TSX as of March 31, 2022 converted to USD.


16


Skills Composition of the Board

The director nominees possess the qualifications, skills and experiences essential to direct and oversee the company’s long-term strategy and performance. All directors have senior executive leadership experience leading large, complex organizations. In particular, all directors have a broad range of experience and expertise in the resources sector. Additionally, international experience, risk management, ESG, human resource, and corporate governance competences are notable strengths of several directors. All such experiences are invaluable in setting priorities and appraising strategic actions and performance. The Board maintains a skills matrix depicting the directors’ mix of skills and diversity. This matrix is reviewed annually to identify opportunities among the collective skills of the Board. In order to focus on the key skills and areas of expertise of each Board member, the Company limits the skills each director can select to five.

Core Capabilities (Board Self-Assessment)Michael AnglinRod AntalTom BatesBrian BoothSimon FishLeigh Ann FisherAlan KrusiKay Priestly
Corporate Finance – Proficiency in the allocation of capital to ensure superior risk-adjusted financial returns, including strengthening capital structure, evaluating capital investment decisions, setting thresholds for financial returns, and optimizing asset portfolios.
XXXX
Human Capital Management – First-hand experience in human capital management including attracting, motivating, and retaining top talent. Sound knowledge of objective setting, compensation plan design, succession planning, and organizational design.
XX
Mergers & Acquisitions – Hands-on experience in evaluating, negotiating, and executing significant mergers, acquisitions, and assets sales and/or disposals.
XXXXXX
Strategic Leadership – Executive or board experience driving strategic direction and growth of an organization. Experience leading significant change management/integration across a global business unit.
XXXXXXXX
Risk Management – Knowledge of risk management principles and practices, an understanding of the key risk areas that a company faces, and an ability to identify, assess, manage, and report on risk controls and exposures.
X
Industry Knowledge – Executive experience at a major public or private mining company with operating and mineral processing experience, including production, exploration, reserves, capital projects, logistics and related technology.
XXXXXX
International – Insight gained though foreign assignments in conducting business internationally, including exposure to a range of political, cultural, and regulatory requirements. Familiarity with the critical role of partnerships with host governments, local communities, indigenous people, non-governmental organizations, and other stakeholders.
XXXXXXX
Sustainability & ESG – Demonstrable understanding of key environmental impacts for a global mining company, including climate change risks and opportunities, sustainable development, workplace health and safety, social performance, license to operate, community engagement, human rights, and governance of these matters.
XXXX
Technical Innovation/Information Security – Experience managing information technology systems and management, digital innovation, information technology (including artificial intelligence), business continuity, information security, and disaster recovery plans.
XX

17



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Kay Priestly
Ms. Priestly was appointed to the Board of Directors of SSR Mining in September 2020 and is Chair of the Audit Committee and a member of the Corporate Governance and Nominating Committee. Ms. Priestly was a director at Alacer Gold from August 2019 to September 2020. Ms. Priestly served as CEO of Turquoise Hill Resources Ltd. from 2012 until her retirement in 2015 and as CFO of Rio Tinto Copper from 2008 until 2012. She was VP, Finance and CFO of Rio Tinto’s Kennecott Utah Copper operations from 2006 to 2008. Ms. Priestly also served in executive management roles at American Nursing Services, Inc. and Entergy Corporation. Ms. Priestly began her career with Arthur Andersen where she progressed from Staff Accountant to Partner, holding various management and leadership positions, including serving on the global executive team as Global Managing Partner - People. During her 24 years with Arthur Andersen, she provided tax, consulting and M&A services to global companies across many industries, including energy, mining, manufacturing and services. Ms. Priestly has served as a board member of TechnipFMC plc since January 2017.
Chair of the Audit CommitteeDirector Skills
u Corporate Finance & Capital Allocation
u Risk Management
Director Since: 2020
u Mergers & Acquisitions
u Human Capital Management
u Financial Reporting
u Governance
Independent
u Government Relations
Age: 68Board and Committee MembershipAttendance
Board of Directors8/8
Park City, Utah, USAAudit Committee6/6
Corporate Governance and Nominating Committee5/5
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldTechnipFMC plc
202397.05%2.95%

karen_swager_new.jpg
Karen Swager
Ms. Swager was appointed to the Board of Directors of SSR Mining in January 2023 and is a member of the Technical, Safety and Sustainability Committee. Ms. Swager currently serves as Executive Vice President – Operations for The Mosaic Company. In this role, Ms. Swager is responsible for global mining and manufacturing operations, including Environment, Health and Safety organization and the North American supply chain. Previously, Ms. Swager held various leadership positions at Mosaic, including Senior Vice President, Supply Chain; Senior Vice President, Potash; Vice President, Phosphates, as well as management roles at multiple operations within the Mosaic portfolio. Ms. Swager has over 28 years of mining experience in various minerals. Ms. Swager is a licensed professional engineer in Florida and holds a Bachelor of Science degree in metallurgical engineering and a Master of Science in metallurgical engineering from Michigan Technological University, where she is a member of the Department of Chemical Engineering’s Distinguished Academy. In addition, Ms. Swager holds an MBA from Northwestern University Kellogg School of Management.
Director Since: 2023Director Skills
u Risk Management
u Mining Operations
Independent
u Environmental, Health, Safety & Sustainability
u Human Capital Management
u Supply Chain Management
u Government Relations
Age: 53
Board and Committee MembershipAttendance
Steinhatchee, Florida,
USA
Board of Directors8/8
Technical, Safety and Sustainability Committee5/5
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldNone
202399.65%0.35%
18


CORPORATE GOVERNANCE


SSR Mining, its Board, and its management are committed to the highest standards of corporate governance and transparency. As part of the Company’s commitment to establishing best corporate governance practices, the standing Corporate Governance and Nominating Committee (the “Governance Committee”) actively assists the Board throughout the year by developing and monitoring the Company’s overall approach to corporate governance issues, monitoring regulatory developments and public disclosures, and implementing and administering the system.


At SSR Mining, we are committed to operating in an ethical, legal, environmentally sensitive and socially responsible manner, while creating long-term value for our Shareholders. Our governance structure enables independent,our experienced and accomplished directors to provide advice, insight and oversight to advance the interests of SSR Mining and our Shareholders. We strive to maintain sound governance standards, to be reflected in our Governance Guidelines,Board of Directors Charter, Code of Business Conduct and Ethics, our systematic approach to risk management, and our commitment to transparent financial reporting and strong internal controls. The full textCopies of the Company’s corporate governance policies isare available to Shareholders and others on the Company’s website at www.ssrmining.com.


Board Tenure and Term LimitsLeadership Structure


The following chart provides a summaryWith respect to the roles of the tenureChairman of the Board as of the Meeting date. Following the Meeting, should all director nominees be elected, the average Board tenure will be approximately 3.9 years.

tenurea.jpg
____________________
(1) Mr. Antal, Mr. Bates, Mr. Krusi, and Ms. Priestly joined the SSR Board on September 16, 2020 in connection with the merger with Alacer Gold Corp.
(2) Ms. Fisher joined the SSR Board on March 3, 2022.

18


The Company believes that imposing term limits on its directors would be unduly restrictive and not in the best interests of the Company and could become an arbitrary mechanism for removing directors, which could result in valuable and experienced directors being forced to leave the Board solely because of length of service. Therefore, the Company has not adopted specific term limits for the directors on its Board, and instead relies upon the effective annual assessment process to ensure the ongoing efficacy of individual directors and the Board and its committees as a whole. The Company does not have a mandatory retirement age.

Director Independence

TheChief Executive Officer, our Board of Directors Charter which is posted onprovides the flexibility for our website at www.ssrmining.com requires directorsBoard of Directors to exercise independent judgment, regardlessmodify our leadership structure in the future as appropriate. Mr. A.E. Michael Anglin, who has served as a member of the existenceBoard since 2008 and Chairman of relationships or interests which could interfere with the exercise of independent judgment. Directors are also required to disclose any conflict of interest in any issue brought before the Board since 2016, announced his decision to retire and must refrain from participating innot stand for re-election at the Board’s discussionAnnual Meeting and votingstepped down as Chairman of the Board on June 8, 2023. At that time, the matter.Board unanimously appointed Mr. Rod Antal as Executive Chairman and Mr. Anglin was appointed by the Board to serve as the Lead Independent Director until the Annual Meeting. In light of the Çöpler Incident, Mr. Anglin has agreed to postpone his retirement and stand for re-election at the Annual Meeting. Mr. Thomas R. Bates, Jr. will assume the Lead Independent Director role if re-elected at the Annual Meeting. For more detail around this process, see the “Corporate Governance - Criteria for Board Membership and Succession Planning” section of this Proxy Statement. The Board assessessupports this balanced leadership structure as the independenceright structure for the Company at this time, providing strong independent oversight while balancing the need for extensive knowledge of new directors prior to appointmentbusiness operations, strategy implementation, effective leadership, management accountability and alignment with long-term interests of Shareholders.

Annually, the Governance Committee reviews the independence of all directors at least annually to ensure compliance with all applicable requirements of NASDAQ, the TSX and Canadian and U.S. securities laws.

Inclusion and Diversity

Our Board recognizes that a board composed of individuals with a mix of differing skills, experience, perspectives, age and characteristics leads to a more robust understanding of opportunities, issues and risks, and to stronger decision-making. A copyleadership structure in light of the Company’s Diversity Policy is available on its website at www.ssrmining.com. In March 2019, the Company became a member of each of the Catalyst Accord 2022current needs and the 30% Club Canada, which are initiatives aimed at accelerating the advancement of women in the workplace with a target goal of at least 30% representation of women on public-company boards. In 2021, the Company also joined the CEO Action for Diversity and Inclusion, an initiative aimed at accelerating the advancement of women in boardrooms and strategic executive roles in Canada. Two of the seven independent nominees for the Board, or just under 30% of the independent Board, are women.

The following table details the gender and diversity characteristics self-identified by the nominees to the Board:

Board Diversity Matrix
Kay
Priestly
Leigh Ann FisherA.E. Michael
Anglin
Rod
Antal
Thomas R. Bates, Jr.Brian R.
Booth
Simon
Fish
Alan P. Krusi
Gender Identity
FemalePP
MalePPPPPP
Did Not Disclose Gender
Demographic Background
African American or Black
Alaskan Native or Native American or First Nations
Asian
Hispanic or Latinx
WhitePPPPPPPP
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background

The Company is committed to developing a diverse workforce and is continually assessing opportunities to progress all levels of diversity across the organization. While the Company does not believe that adopting numerical quotaswhat is in the best interest of its business nor its Shareholders, and the independent directors select the Chairman of the Board. Currently, the Board believes that Mr. Antal is the most qualified individual to fill the Chair position based on his extensive global mining experience in various mineral and metal businesses, including precious metals, and his intricate knowledge of the Company has adopted specific and measurable objectivesthe necessary succession planning for Mr. Anglin’s role on the Board of Directors. Mr. Anglin’s continued service as Lead Independent Director following his long tenure as Chairman of the Board continues to ensure that the pool of candidates it considers for positions throughout the organization, including its Board of Directors consistsbenefits from his extensive understanding and experience of the most diverseCompany’s business and qualified candidates available. To achieve this goal,operations. The appointment also serves to ensure the continuity of the Company’s strategy and successful long-term stakeholder relationships, particularly in Türkiye.

The Board does not believe that combining the Chair and CEO roles creates a conflict of interest or ambiguity about reporting relationships. With the Lead Independent Director appointed to complement the Executive Chairman and other risk mitigators, such as the Board’s responsibility to set Mr. Antal’s compensation and any performance awards annually, the combined role does not have undue authority over the Board, management, or his personal gain. The Board believes that when it has adopteda combined leadership structure, it is important to have a defined board leadership role for an independent director, which is discussed below.

Lead Independent Director

The Board recognizes the following measurable objectives which are reviewed annually:importance of independent Board oversight of the CEO and management and has appointed a Lead Independent Director to work alongside the Executive Chairman and ensure a balanced leadership structure. The Lead Independent Director and the Executive Chairman collaborate closely on Board meeting schedules, agendas, and information provided to the Board. At the end of each Board meeting, the Board holds an in camera session with the Executive Chairman, as well as an in camera session led by the Lead Independent Director with only the independent directors in attendance and without the Executive Chairman. The key duties and responsibilities of the Lead Independent Director include:

presiding at meetings of the Board when the Executive Chairman is absent;
presiding at, and developing agendas for, executive session of independent directors;
1910




full authority to call Board meetings, approve sufficiency of meeting materials, engage with shareholders and lead executive session at each meeting with independent directors;
u Diversity onproviding feedback from executive session of independent directors to the Executive Chairman;
ensuring maintenance of Board and committee independence requirements and promotes corporate governance best practices in consultation with the chair of the Governance Committee;
reviewing and assessing potential conflicts of interest of all directors;
providing the Executive Chairman with feedback and counsel concerning the interactions with the Board;
attending annual shareholder meeting as representative of the Board;
assisting with aligning governance structures with the Company’s strategy;
recommending to the Board: and Committees the retention of advisors; and
leading or participating in special committees established for extraordinary matters such as investigations, significant transactions and derivative actions.

Skills Composition of the Board

The Governance Committee will require that a thorough outreach and search process be conductedis responsible for new positions or vacancies onrecommending to the Board the qualifications for Board membership and for identifying, assessing, and recommending qualified director candidates for the Board’s consideration. The following pages set out information about the nominees for election as directors, including the specific experience, and qualifications that ensuresled to the Board’s conclusion that the candidate pool reviewed by the Committee consists of a qualified and diverse group of individuals. The Board has identified the following key areas of focus for Board candidates: experience or skill sets that complement the Board; experience or nationalities related to the geographical regions where the Company has or anticipates business interests; and increasing the representation of female Board members.

u Diversity in Executive Management and across the Business: The recruitment and development programs instituted by the Company will focus on ensuring that the Company has a diverse and qualified workforce at all levels of the organization. Recruitment measures will ensure that the pool of candidates considered consists of a group of qualified and diverse individuals and a key focus of the Company’s development programs will be the identification and development of diverse individuals, including local nationals at the Company’s mines.

Director Share Ownership Guidelines

The Board has established share ownership guidelines for directors. We expect each director to accumulate at least three (3) times the value of their annual cash retainer in the Common Shares and/or DSUs, valued based on the greater of the closing market price of the Shares on the TSX, or the value at the time of the grant or purchase. These guidelines are to be satisfied by the date that is five (5) years from the date the applicable director is appointed or electedperson should serve as a director of the Company.


NominationEach of Directorsthe director nominees possesses the qualifications, skills and Criteria for Board Membership

The Board recognizesexperiences that a diverse board of directors makes prudent business sense and enhances oversight and corporate governance. The Board is committed to a merit-based process, which is based on objective criteria, solicits multiple perspectives and is free of conscious or unconscious bias and discrimination, for the identification and selection of nominees to the Board.

A core responsibility of the Governance Committee isbelieves are essential to identify prospective Board members, consistentdirect and oversee the company’s long-term strategy, the management team, and business and performance of the Company. All director nominees have the following attributes:

public company board experience for at least one year;
executive leadership experience leading large, complex organizations;
strategic leadership experience driving strategic direction and growth of an organization, as well as leading significant change management/integration across a global business unit;
industry knowledge with Board-approved criteria, and to recommend such individuals to the Board for nomination. The Governance Committee believes that the Board should be comprised of directors who possess a mixbroad range of experience and expertise that isin the resources sector and relevant experience in operating and mineral processing, including production, exploration, reserves, capital projects, logistics and related technology; and
international experience, including exposure to the Companya range of political, cultural, and its operations. As a result, while the emphasis on filling Board vacancies is on finding the best-qualified candidates who exhibit the highest degree of integrity, professionalism, valuesregulatory requirements and independent judgment, a nominee’s diversity of gender, race, nationality or other attributes may also be considered favorably in his or her assessment.

The Governance Committee assesses the skills, expertise, experience and backgrounds of our directors annually, in lightan understanding of the needscritical role of partnerships with host governments, local communities, indigenous people, non-governmental organizations, and other stakeholders.

Additionally, mining operations, corporate finance and capital allocation, risk management, human capital management, ESG, information technology, and corporate governance competencies are important skills necessary for overseeing the Board, including the extent to which the current composition of the Board reflects a mix of identified competencies. The Governance Committeebusiness operations and the Board do not adhere to any quotas or minimum qualifications in determining Board membership. However, the Company’s Diversity Policy expressly encourages the promotion of diversity through various initiatives. When it becomes apparent that a vacancy on the Board will arise, either from retirement or otherwise, the Governance Committee evaluates the balance of skills, knowledge and experience held by the current directors and officersperformance of the Company and preparessetting the strategic direction. These skills are represented across our director nominees as a descriptiongroup.

The following matrix sets forth the principal skills of our director nominees. This matrix does not intend to be an exhaustive list of their skills or areas of principal contributions to the Board, and each director possesses skills in addition to those identified in the matrix.


11


Overview of our Board's ProfileA.E. Michael AnglinRod AntalThomas R. Bates, Jr.Brian R. BoothSimon A. FishLeigh Ann FisherAlan P. KrusiDaniel MalchukKay PriestlyKaren SwagerTotal
Skills and Core Capabilities
Strategic Leadership.jpg
Corporate Finance & Capital AllocationPPPP4
Risk Management.jpg
Risk ManagementPPPPPPPP8
Mergers & Acquisitions(2).jpg
Mergers & AcquisitionsPPPPPPPPP9
Industry Knowledge.jpg
Mining OperationsPPPPP5
Human Capital Management.jpg
Human Capital ManagementPPPPPP6
Corporate Finance.jpg
Financial ReportingPPP3
Sustainability & ESG.jpg
Environmental, Health, Safety & SustainabilityPPPPPPP7
Governance.jpg
GovernancePPPPPPP7
Technology and Cybersecurity.jpg
Information Technology & CybersecurityPP2
Government Relations.jpg
Government RelationsPPPPPPPP8
Supply Chain.jpg
Supply Chain ManagementPP2
Attributes
Public Company Board.jpg
Public Company Board ExperiencePPPPPPPPPP10
Strategic Leadership.jpg
Executive Management / Strategic LeadershipPPPPPPPPPP10
Industry Knowledge.jpg
Industry KnowledgePPPPPPPPPP10
International(2).jpg
InternationalPPPPPPPPPP10
Board CompositionAge68587464635769586853Average
63
Board Tenure1644862441Average
5
IndependencePCEOPPPPPPPP9
90%
Self-identified DiversityPPPP4
40%
Current Membership on Other Public Boards1022002010Average
1

12


Strategic Leadership.jpg
Corporate Finance & Capital Allocation – Executive experience with primary responsibility for developing and implementing capital allocation frameworks and strategies for public companies. Experience to include evaluating investment opportunities and analysis, assessing and mitigating financial risks associated with capital allocation decisions, setting thresholds for financial returns, optimizing asset portfolios, raising equity, and managing debt financing.
Sustainability & ESG.jpg
Environmental, Health, Safety & Sustainability – Executive experience with primary responsibility for EHS&S in a public industrial or extractive company. Experience to include integrating EHS&S practices and initiatives including evaluating key environmental impacts, risks and opportunities. Experience leading social responsibility and community programs, ensuring workplace health and safety, and maintaining licenses to operate.
Risk Management.jpg
Risk Management – Executive experience with responsibility for enterprise risk management, including identifying, assessing, and monitoring risk controls and exposures, implementing risk mitigation strategies, and ensuring compliance with industry regulations and standards.
Governance.jpg
Governance – Executive experience developing, implementing, and maintaining governance policies and procedures across a public company. Experience to include designing and implementing global compliance and governance programs across various cultures and geographies.
Mergers & Acquisitions(2).jpg
Mergers & Acquisitions – Executive experience with responsibility over identifying and executing strategic transactions. Experience to include conducting financial valuations and modeling, negotiating, structuring and executing mergers, acquisitions, assets sales and/or disposals, and leading integration efforts.
Technology and Cybersecurity.jpg
Information Technology & Cybersecurity – Executive experience managing information technology infrastructure and cybersecurity efforts, including conducting risk assessments and implementing risk mitigation strategies, maintaining disaster recovery and business continuity plans, employing data protection measures and privacy controls.
Industry Knowledge.jpg
Mining Operations – Executive experience in mining operations. Experience to include extraction, processing, operations, safety and compliance, resource and equipment optimization, budgeting and cost management, environmental stewardship, and stakeholder management.
Government Relations.jpg
Government Relations – Executive experience navigating the workings of foreign governments or experience in diplomatic relations. Experience to include engaging in face-to-face meetings with foreign government officials and regulators to cultivate relationships, collaborate, and advocate for business interests, particularly in emerging markets.
Human Capital Management.jpg
Human Capital Management – Executive experience in human capital management in a public company. Experience to include organizational design, talent acquisition, employee development, succession planning, change management, collective labor, and compliance with HR policies, labor laws, and regulations.
Supply Chain.jpg
Supply Chain Management – Executive experience leading supply chain operations. Experience to include global supply chain management, profit and loss management, securing supply lines and supplier performance, inventory and warehouse management, and process optimization.
Corporate Finance.jpg
Financial Reporting – Executive experience as a chief financial officer and/or chief executive officer of a public company, or as an external audit partner. Experience to include financial reporting, compliance with accounting standards, preparation of financial statements, strategic capital management, and internal controls.

In addition to the skills of the roleBoard members set forth above, the Board regularly engages subject matter experts from time to time to supplement the Board’s skills, including compensation consultants, cyber security and capabilitiesinformation security experts, governance advisors and environmental specialists.

The following profiles summarize the skills, experience and qualifications of each director nominee, and overall Board and committee attendance in 2023. While each of the Board members generally attend all committee meetings, the nominee profiles reflect only their required for a particular nominee.attendance.


Governance Committee often engages a third-party search firm
13


mike_anglin_circle.jpg
A.E. Michael Anglin
Mr. Anglin was appointed to the Board of Directors of SSR Mining in August 2008 and in July 2023 stepped down as Chairman of the Board to become the Lead Independent Director. He is a member of the Corporate Governance and Nominating Committee and the Technical, Safety and Sustainability Committee. Mr. Anglin has also served on the board of Antofagasta PLC, a major Chilean copper producer, since April of 2019. Mr. Anglin spent 22 years with BHP Billiton Ltd., most recently serving as Vice President Operations and Chief Operating Officer of the Base Metals Group based in Santiago, Chile, before retiring in 2008. Mr. Anglin graduated with a Bachelor of Science (Honours) degree in Mining Engineering from the Royal School of Mines, Imperial College, London in 1977 and attained a Master of Science degree from the Imperial College in London in 1985.
Lead Independent DirectorDirector Skills
u Risk Management
u Mergers & Acquisitions
Director Since: 2008
u Mining Operations
u Governance
u Environmental, Health, Safety & Sustainability
u Government Relations
IndependentBoard and Committee MembershipAttendance
Board of Directors8/8
Age: 68Corporate Governance and Nominating Committee5/5
Technical, Safety and Sustainability Committee5/5
Berkeley, California, USAOverall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldAntofagasta plc
202395.69%4.31%




rod_antal_circle.jpg
Rod Antal
Mr. Antal was appointed Executive Chairman of SSR Mining in June 2023. Previously, Mr. Antal served as President and Chief Executive Officer and a member of the Board of SSR Mining following the merger with Alacer Gold in September 2020. Prior to the merger, Mr. Antal held the position of President and Chief Executive Officer with Alacer Gold since August 2013 and prior to that, he served as Alacer Gold’s Chief Financial Officer from May 2012 to August 2013. Mr. Antal has over 30 years of global mining experience in various mineral and metal businesses, including precious metals. This experience spans both corporate roles and at various mine operating sites. Mr. Antal began his mining career working for Placer Dome in Papua New Guinea and then nearly 15 years within the Rio Tinto Group where he held various senior management positions.
Executive ChairmanDirector Skills
u Corporate Finance & Capital Allocation
u Mergers & Acquisitions
Director Since: 2020
u Mining Operations
u Government Relations
Age: 58Board and Committee MembershipAttendance
Board of Directors8/8
Denver, Colorado, USAOverall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldNone
202399.35%0.65%



14


tom_bates_circle.jpg
Thomas R. Bates, Jr.
Mr. Bates was appointed to the Board of Directors of SSR Mining in September 2020 and is Chair of the Compensation and Leadership Development Committee and a member of the Audit Committee. Mr. Bates was a Director at Alacer Gold from April 2014 to September 2020 and has over 40 years of experience in oil service management and operations. Mr. Bates is currently an adjunct professor and a member of the Board of the Ralph Lowe Energy Institute at the Neeley School of Business at Texas Christian University, a position he has held since 2011. He spent 15 years at Schlumberger in both domestic and international locations, was CEO of Weatherford-Enterra from 1997 to 1998, served as President of the Discovery Group of Baker Hughes from 1998 to 2000, and was later the Managing Director and Senior Advisor for 12 years at Lime Rock Partners, an energy focused private equity investment firm, from 2001 to 2012. Mr. Bates has served on the Board of Directors at Tetra Technologies, Inc. since 2011 and Vantage Drilling International since 2016.
Chair of the Compensation and Leadership Development CommitteeDirector Skills
u Corporate Finance & Capital Allocation
u Risk Management
u Mergers & Acquisitions
u Human Capital Management
Director Since: 2020
u Environmental, Health, Safety & Sustainability
u Financial Reporting
u Government Relations
u Governance
Independent
u Supply Chain Management
Age: 74Board and Committee MembershipAttendance
Board of Directors8/8
Fort Worth, Texas, USAAudit Committee6/6
Compensation and Leadership Development Committee5/5
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldTetra Technologies, Inc.
202398.46%1.54%Vantage Drilling International
brian_booth_circle.jpg
Brian R. Booth
Mr. Booth was appointed to the Board of Directors of SSR Mining in May 2016 and is a member of the Audit Committee and the Technical, Safety and Sustainability Committee. Mr. Booth is retired from Element29 Resources Inc. where he was the President, CEO and a director, roles in which he served since 2019, and he has served as a director on numerous public and private mining companies for over 15 years. Prior to joining Element29, he was President, CEO and a director of Pembrook Copper Corp. from 2008 to 2018 and LakeShore Gold Corp from 2005 to 2008. Previous to that, Mr. Booth held various exploration management positions at Inco Limited over a 23-year career, including Manager of Exploration - North America and Europe, Manager of Global Nickel Exploration and Managing Director PT Ingold for Australasia. Mr. Booth holds a B.Sc. in Geological Sciences from McGill University (1983) and was awarded an honorary lifetime membership in the Indonesian Mining Association for service as Assistant Chairman of the Professional Division.
Director Since: 2016Director Skills
u Mergers & Acquisitions
u Mining Operations
Independent
u Environmental, Health, Safety & Sustainability
u Government Relations
Age: 64Board and Committee MembershipAttendance
Board of Directors8/8
West Vancouver, BC, CanadaAudit Committee6/6
Technical, Safety and Sustainability Committee5/5
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldGFG Resources Inc.
202399.36%0.64%Peninsula Energy Limited
15


simon_fish_circle.jpg
Simon A. Fish
Mr. Fish is a corporate director. He was appointed to the Board of Directors of SSR Mining in 2018. He serves as Chair of the Corporate Governance and Nominating Committee and a member of the Compensation and Leadership Development Committee. A former senior executive with more than 30 years of experience in the mining, energy and financial services sectors. He has served as a director of Heritage Environmental Services since 2022, Alexa Translations since 2021, and the Environmental Law and Policy Center since 2015. Previously, he served as Executive Vice-President & Chief Legal Officer at Bank of Montreal from 2008 to 2020, Vale Base Metals from 2005 to 2008, and Shell Canada Limited from 2002 to 2005. Prior to that, he held various senior positions within Shell plc in the UK, the Netherlands, South Africa and Canada. Earlier in his career, Mr. Fish practiced corporate and securities law with Dechert LLP, an international law firm.
Chair of the Corporate Governance and Nominating CommitteeDirector Skills
u Risk Management
u Mergers & Acquisitions
u Environmental, Health, Safety & Sustainability
u Governance
Director Since: 2018
u Government Relations
IndependentBoard and Committee MembershipAttendance
Board of Directors8/8
Age: 63Compensation and Leadership Development Committee5/5
Corporate Governance and Nominating Committee5/5
Wellington, ON, CanadaOverall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldNone
202383.95%16.05%


leigh_ann_fisher_circle.jpg
Leigh Ann Fisher
Ms. Fisher was appointed to the Board of Directors of SSR Mining in March 2022 and serves as a member of each of the Audit Committee and the Compensation and Leadership Development Committee. Ms. Fisher served as Executive Vice President and Chief Administrative Officer of Alcoa Corporation from 2016 until her retirement in 2020. As Chief Administrative Officer, Ms. Fisher had responsibility for Human Resources, Procurement, Information Technology and Automation Solutions, Global Shared Services and Business Process Optimization. She was a member of the Alcoa Executive Team, responsible for setting strategic direction for the company. From 2013 to 2016, Ms. Fisher held the role of Chief Financial Officer for Alcoa's Global Primary Products Group, responsible for managing finance and business analysis for Alcoa’s worldwide primary products system. Throughout her 31 year career with Alcoa, Ms. Fisher held finance and leadership roles in all Alcoa business groups, as well as corporate finance.
Director Since: 2022Director Skills
u Risk Management
u Mergers & Acquisitions
Independent
u Human Capital Management
u Financial Reporting
u Information Technology & Cybersecurity
u Governance
Age: 57
Board and Committee MembershipAttendance
Louisville, Tennessee,Board of Directors8/8
USAAudit Committee6/6
Compensation and Leadership Development Committee5/5
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldNone
202398.50%1.50%
16


alan_krusi_circle.jpg
Alan P. Krusi
Mr. Krusi was appointed to the Board of Directors of SSR Mining in September 2020. He is Chair of the Technical, Safety and Sustainability Committee and a member of the Corporate Governance and Nominating Committee. Mr. Krusi was a director at Alacer Gold from September 2014 to September 2020. He has nearly four decades of management experience in the engineering and construction industries. Mr. Krusi began his career as a project geologist with Dames & Moore where he gained significant experience and international exposure as lead project engineer and geologist in Latin America and Asia from 1977 to 1983. Throughout his career, Mr. Krusi managed a number of successively larger engineering and consulting businesses, culminating as CEO of Earth Tech, Inc, a global water and environmental services firm with operations in 13 countries, from 2002 to 2008. Most recently, Mr. Krusi was President, Strategic Development at AECOM from 2008 to 2015, where he oversaw the firm's M&A activities and served on the executive committee. Mr. Krusi has served on the Board of Directors of Granite Construction since 2018.
Chair of the Technical, Safety and Sustainability CommitteeDirector Skills
u Risk Management
u Mergers & Acquisitions
u Environmental, Health, Safety & Sustainability
u Human Capital Management
Director Since: 2020
u Information Technology & Cybersecurity
u Governance
IndependentBoard and Committee MembershipAttendance
Board of Directors8/8
Age: 69Technical, Safety and Sustainability Committee5/5
Corporate Governance and Nominating Committee5/5
Maple Valley, Washington, USAOverall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldGranite Construction, Inc.
202397.23%2.77%
danny_malchuk.jpg
Daniel Malchuk
Mr. Malchuk was appointed to the Board of Director of SSR Mining in January 2024 and serves as a member of Technical, Safety and Sustainability Committee. Mr. Malchuk brings over 30 years of strategic, operational and financial experience in the natural resource industry to the Board. He currently serves as Senior Advisor with Appian Capital Advisory and as Board Member with Jetti Resources. Mr. Malchuk had a long career with BHP; most recently he served as President Operations, Minerals Americas until his retirement in 2020. In this role, Mr. Malchuk had overall responsibility for the minerals portfolio in the Americas, including operated copper mines in Chile, non-operated joint ventures in numerous South American countries, a multibillion-dollar potash project in Canada and global copper exploration activities. Previously, Mr. Malchuk held various leadership positions at BHP, including President, Copper, President, Aluminum, Manganese, and Nickel, President, Minerals Exploration and Vice President, Strategy and Development. Mr. Malchuk holds a Civil Industrial Engineer degree from Universidad de Chile and an MBA from University of California at Los Angeles (UCLA) Anderson School of Management.
Director Since: 2024Director Skills
u Corporate Finance & Capital Allocation
u Risk Management
Independent
u Mergers & Acquisitions
u Mining Operations
u Environmental, Health, Safety & Sustainability
u Human Capital Management
Age: 58
u Government Relations
u Governance
Las Condes, Santiago, ChileBoard and Committee Membership
Attendance(1)
Board of DirectorsN/A
Technical, Safety and Sustainability CommitteeN/A
Overall AttendanceN/A
Voting Results(1)
Other Public Company Boards
YearForWithheldNone
2023N/AN/A
____________________
(1) Mr. Malchuk was appointed to the Board of Directors as of January 8, 2024.
17


kay_priestly_circle.jpg
Kay Priestly
Ms. Priestly was appointed to the Board of Directors of SSR Mining in September 2020 and is Chair of the Audit Committee and a member of the Corporate Governance and Nominating Committee. Ms. Priestly was a director at Alacer Gold from August 2019 to September 2020. Ms. Priestly served as CEO of Turquoise Hill Resources Ltd. from 2012 until her retirement in 2015 and as CFO of Rio Tinto Copper from 2008 until 2012. She was VP, Finance and CFO of Rio Tinto’s Kennecott Utah Copper operations from 2006 to 2008. Ms. Priestly also served in executive management roles at American Nursing Services, Inc. and Entergy Corporation. Ms. Priestly began her career with Arthur Andersen where she progressed from Staff Accountant to Partner, holding various management and leadership positions, including serving on the global executive team as Global Managing Partner - People. During her 24 years with Arthur Andersen, she provided tax, consulting and M&A services to global companies across many industries, including energy, mining, manufacturing and services. Ms. Priestly has served as a board member of TechnipFMC plc since January 2017.
Chair of the Audit CommitteeDirector Skills
u Corporate Finance & Capital Allocation
u Risk Management
Director Since: 2020
u Mergers & Acquisitions
u Human Capital Management
u Financial Reporting
u Governance
Independent
u Government Relations
Age: 68Board and Committee MembershipAttendance
Board of Directors8/8
Park City, Utah, USAAudit Committee6/6
Corporate Governance and Nominating Committee5/5
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldTechnipFMC plc
202397.05%2.95%

karen_swager_new.jpg
Karen Swager
Ms. Swager was appointed to the Board of Directors of SSR Mining in January 2023 and is a member of the Technical, Safety and Sustainability Committee. Ms. Swager currently serves as Executive Vice President – Operations for The Mosaic Company. In this role, Ms. Swager is responsible for global mining and manufacturing operations, including Environment, Health and Safety organization and the North American supply chain. Previously, Ms. Swager held various leadership positions at Mosaic, including Senior Vice President, Supply Chain; Senior Vice President, Potash; Vice President, Phosphates, as well as management roles at multiple operations within the Mosaic portfolio. Ms. Swager has over 28 years of mining experience in various minerals. Ms. Swager is a licensed professional engineer in Florida and holds a Bachelor of Science degree in metallurgical engineering and a Master of Science in metallurgical engineering from Michigan Technological University, where she is a member of the Department of Chemical Engineering’s Distinguished Academy. In addition, Ms. Swager holds an MBA from Northwestern University Kellogg School of Management.
Director Since: 2023Director Skills
u Risk Management
u Mining Operations
Independent
u Environmental, Health, Safety & Sustainability
u Human Capital Management
u Supply Chain Management
u Government Relations
Age: 53
Board and Committee MembershipAttendance
Steinhatchee, Florida,
USA
Board of Directors8/8
Technical, Safety and Sustainability Committee5/5
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldNone
202399.65%0.35%
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CORPORATE GOVERNANCE

SSR Mining, its Board, and its management are committed to assist with finding Board candidates, particularly to ensure that the slatehighest standards of candidates reflectscorporate governance and transparency. As part of the Company’s commitment to Board diversity. Following its annual Board assessment in late 2021,establishing best corporate governance practices, the standing Governance Committee actively assists the Board determinedthroughout the year by developing and monitoring the Company’s overall approach to engage a third partycorporate governance issues, monitoring regulatory developments and public disclosures, and implementing and administering the system.

At SSR Mining, we are committed to assistoperating in adding an additional memberethical, legal, environmentally sensitive and socially responsible manner, while creating long-term value for our Shareholders. Our governance structure enables our experienced and accomplished directors to provide advice, insight and oversight to advance the Board. The search resultedinterests of SSR Mining and our Shareholders. We strive to maintain sound governance standards, to be reflected in a number of highly qualified and diverse candidates, and after an extensive interview process, Leigh Ann Fisher was appointed to the Board in March 2022. For further information on Ms. Fisher and all other nominees for the Board please refer to the “Nominees for Election to theour Board of Directors” section Charter, Code of this Proxy Statement.Business Conduct and Ethics, our systematic approach to risk management, and our commitment to transparent financial reporting and strong internal controls. Copies of the Company’s corporate governance policies are available on the Company’s website at www.ssrmining.com.


The Governance Committee does not have a separate policy with regard to the consideration of any director candidates recommended by Shareholders. If a candidate is recommended by Shareholders during the Board’s
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annual renewal and evaluation process, such candidate will be reviewed in accordance with the established Governance Committee policies for reviewing and nominating directors in the same way all other potential director candidates are reviewed. Shareholders should follow the procedure set forth in “Communications with the Board,” below, if they are interested in discussing a potential director candidate during the Board review process.

Board Leadership Structure


With respect to the roles of Chairman of the Board and Chief Executive Officer, our Board Charter provides that the roles are to be separated, with the Chairman of the Board being independent as defined under applicable securities laws, unless otherwise considered desirable and approved by the Board. Currently, A.E. Michael Anglin holds the position of Chairman of the Board, and Rod Antal holds the position of Chief Executive Officer. Our BoardDirectors Charter provides the flexibility for our boardBoard of directorsDirectors to modify our leadership structure in the future as appropriate. Mr. A.E. Michael Anglin, who has served as a member of the Board since 2008 and Chairman of the Board since 2016, announced his decision to retire and not stand for re-election at the Annual Meeting and stepped down as Chairman of the Board on June 8, 2023. At that time, the Board unanimously appointed Mr. Rod Antal as Executive Chairman and Mr. Anglin was appointed by the Board to serve as the Lead Independent Director until the Annual Meeting. In light of the Çöpler Incident, Mr. Anglin has agreed to postpone his retirement and stand for re-election at the Annual Meeting. Mr. Thomas R. Bates, Jr. will assume the Lead Independent Director role if re-elected at the Annual Meeting. For more detail around this process, see the “Corporate Governance - Criteria for Board Membership and Succession Planning” section of this Proxy Statement. The Board supports this balanced leadership structure as the right structure for the Company at this time, providing strong independent oversight while balancing the need for extensive knowledge of business operations, strategy implementation, effective leadership, management accountability and alignment with long-term interests of Shareholders.


Annually, the Governance Committee reviews the Board leadership structure in light of the Company’s current needs and what is in the best interest of Shareholders, and the independent directors select the Chairman of the Board. Currently, the Board believes that Mr. Antal is the most qualified individual to fill the Chair position based on his extensive global mining experience in various mineral and metal businesses, including precious metals, and his intricate knowledge of the Company and the necessary succession planning for Mr. Anglin’s role on the Board of Directors. Mr. Anglin’s continued service as Lead Independent Director Independencefollowing his long tenure as Chairman of the Board continues to ensure that the Board of Directors benefits from his extensive understanding and Categorical Standardsexperience of the Company’s business and operations. The appointment also serves to ensure the continuity of the Company’s strategy and successful long-term stakeholder relationships, particularly in Türkiye.


PursuantThe Board does not believe that combining the Chair and CEO roles creates a conflict of interest or ambiguity about reporting relationships. With the Lead Independent Director appointed to complement the Executive Chairman and other risk mitigators, such as the Board’s responsibility to set Mr. Antal’s compensation and any performance awards annually, the combined role does not have undue authority over the Board, management, or his personal gain. The Board believes that when it has a combined leadership structure, it is important to have a defined board leadership role for an independent director, which is discussed below.

Lead Independent Director

The Board recognizes the importance of independent Board oversight of the CEO and management and has appointed a Lead Independent Director to work alongside the Executive Chairman and ensure a balanced leadership structure. The Lead Independent Director and the Executive Chairman collaborate closely on Board meeting schedules, agendas, and information provided to the Board. At the end of each Board meeting, the Board holds an in camera session with the Executive Chairman, as well as an in camera session led by the Lead Independent Director with only the independent directors in attendance and without the Executive Chairman. The key duties and responsibilities of the Lead Independent Director include:

presiding at meetings of the Board when the Executive Chairman is absent;
presiding at, and developing agendas for, executive session of independent directors;
10


full authority to call Board meetings, approve sufficiency of meeting materials, engage with shareholders and lead executive session at each meeting with independent directors;
providing feedback from executive session of independent directors to the Executive Chairman;
ensuring maintenance of Board and committee independence requirements and promotes corporate governance best practices in consultation with the chair of the Governance Committee;
reviewing and assessing potential conflicts of interest of all directors;
providing the Executive Chairman with feedback and counsel concerning the interactions with the Board;
attending annual shareholder meeting as representative of the Board;
assisting with aligning governance structures with the Company’s strategy;
recommending to the Board Charter,and Committees the majorityretention of advisors; and
leading or participating in special committees established for extraordinary matters such as investigations, significant transactions and derivative actions.

Skills Composition of the Board

The Governance Committee is responsible for recommending to the Board the qualifications for Board membership and for identifying, assessing, and recommending qualified director candidates for the Board’s consideration. The following pages set out information about the nominees for election as directors, including the Chairspecific experience, and qualifications that led to the Board’s conclusion that the person should serve as a director of the Company.

Each of the director nominees possesses the qualifications, skills and experiences that the Governance Committee believes are essential to direct and oversee the company’s long-term strategy, the management team, and business and performance of the Company. All director nominees have the following attributes:

public company board experience for at least one year;
executive leadership experience leading large, complex organizations;
strategic leadership experience driving strategic direction and growth of an organization, as well as leading significant change management/integration across a global business unit;
industry knowledge with a broad range of experience and expertise in the resources sector and relevant experience in operating and mineral processing, including production, exploration, reserves, capital projects, logistics and related technology; and
international experience, including exposure to a range of political, cultural, and regulatory requirements and an understanding of the critical role of partnerships with host governments, local communities, indigenous people, non-governmental organizations, and other stakeholders.

Additionally, mining operations, corporate finance and capital allocation, risk management, human capital management, ESG, information technology, and corporate governance competencies are important skills necessary for overseeing the business operations and performance of the Company and setting the strategic direction. These skills are represented across our director nominees as a group.

The following matrix sets forth the principal skills of our director nominees. This matrix does not intend to be an exhaustive list of their skills or areas of principal contributions to the Board, and each committee chair must be independent. Additionally, all membersdirector possesses skills in addition to those identified in the matrix.


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Overview of our Board's ProfileA.E. Michael AnglinRod AntalThomas R. Bates, Jr.Brian R. BoothSimon A. FishLeigh Ann FisherAlan P. KrusiDaniel MalchukKay PriestlyKaren SwagerTotal
Skills and Core Capabilities
Strategic Leadership.jpg
Corporate Finance & Capital AllocationPPPP4
Risk Management.jpg
Risk ManagementPPPPPPPP8
Mergers & Acquisitions(2).jpg
Mergers & AcquisitionsPPPPPPPPP9
Industry Knowledge.jpg
Mining OperationsPPPPP5
Human Capital Management.jpg
Human Capital ManagementPPPPPP6
Corporate Finance.jpg
Financial ReportingPPP3
Sustainability & ESG.jpg
Environmental, Health, Safety & SustainabilityPPPPPPP7
Governance.jpg
GovernancePPPPPPP7
Technology and Cybersecurity.jpg
Information Technology & CybersecurityPP2
Government Relations.jpg
Government RelationsPPPPPPPP8
Supply Chain.jpg
Supply Chain ManagementPP2
Attributes
Public Company Board.jpg
Public Company Board ExperiencePPPPPPPPPP10
Strategic Leadership.jpg
Executive Management / Strategic LeadershipPPPPPPPPPP10
Industry Knowledge.jpg
Industry KnowledgePPPPPPPPPP10
International(2).jpg
InternationalPPPPPPPPPP10
Board CompositionAge68587464635769586853Average
63
Board Tenure1644862441Average
5
IndependencePCEOPPPPPPPP9
90%
Self-identified DiversityPPPP4
40%
Current Membership on Other Public Boards1022002010Average
1

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Strategic Leadership.jpg
Corporate Finance & Capital Allocation – Executive experience with primary responsibility for developing and implementing capital allocation frameworks and strategies for public companies. Experience to include evaluating investment opportunities and analysis, assessing and mitigating financial risks associated with capital allocation decisions, setting thresholds for financial returns, optimizing asset portfolios, raising equity, and managing debt financing.
Sustainability & ESG.jpg
Environmental, Health, Safety & Sustainability – Executive experience with primary responsibility for EHS&S in a public industrial or extractive company. Experience to include integrating EHS&S practices and initiatives including evaluating key environmental impacts, risks and opportunities. Experience leading social responsibility and community programs, ensuring workplace health and safety, and maintaining licenses to operate.
Risk Management.jpg
Risk Management – Executive experience with responsibility for enterprise risk management, including identifying, assessing, and monitoring risk controls and exposures, implementing risk mitigation strategies, and ensuring compliance with industry regulations and standards.
Governance.jpg
Governance – Executive experience developing, implementing, and maintaining governance policies and procedures across a public company. Experience to include designing and implementing global compliance and governance programs across various cultures and geographies.
Mergers & Acquisitions(2).jpg
Mergers & Acquisitions – Executive experience with responsibility over identifying and executing strategic transactions. Experience to include conducting financial valuations and modeling, negotiating, structuring and executing mergers, acquisitions, assets sales and/or disposals, and leading integration efforts.
Technology and Cybersecurity.jpg
Information Technology & Cybersecurity – Executive experience managing information technology infrastructure and cybersecurity efforts, including conducting risk assessments and implementing risk mitigation strategies, maintaining disaster recovery and business continuity plans, employing data protection measures and privacy controls.
Industry Knowledge.jpg
Mining Operations – Executive experience in mining operations. Experience to include extraction, processing, operations, safety and compliance, resource and equipment optimization, budgeting and cost management, environmental stewardship, and stakeholder management.
Government Relations.jpg
Government Relations – Executive experience navigating the workings of foreign governments or experience in diplomatic relations. Experience to include engaging in face-to-face meetings with foreign government officials and regulators to cultivate relationships, collaborate, and advocate for business interests, particularly in emerging markets.
Human Capital Management.jpg
Human Capital Management – Executive experience in human capital management in a public company. Experience to include organizational design, talent acquisition, employee development, succession planning, change management, collective labor, and compliance with HR policies, labor laws, and regulations.
Supply Chain.jpg
Supply Chain Management – Executive experience leading supply chain operations. Experience to include global supply chain management, profit and loss management, securing supply lines and supplier performance, inventory and warehouse management, and process optimization.
Corporate Finance.jpg
Financial Reporting – Executive experience as a chief financial officer and/or chief executive officer of a public company, or as an external audit partner. Experience to include financial reporting, compliance with accounting standards, preparation of financial statements, strategic capital management, and internal controls.

In addition to the skills of the Audit Committee, CLD Committee,Board members set forth above, the Board regularly engages subject matter experts from time to time to supplement the Board’s skills, including compensation consultants, cyber security and information security experts, governance advisors and environmental specialists.

The following profiles summarize the skills, experience and qualifications of each director nominee, and overall Board and committee attendance in 2023. While each of the Board members generally attend all committee meetings, the nominee profiles reflect only their required attendance.

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mike_anglin_circle.jpg
A.E. Michael Anglin
Mr. Anglin was appointed to the Board of Directors of SSR Mining in August 2008 and in July 2023 stepped down as Chairman of the Board to become the Lead Independent Director. He is a member of the Corporate Governance and Nominating Committee and the Technical, Safety and Sustainability Committee. Mr. Anglin has also served on the board of Antofagasta PLC, a major Chilean copper producer, since April of 2019. Mr. Anglin spent 22 years with BHP Billiton Ltd., most recently serving as Vice President Operations and Chief Operating Officer of the Base Metals Group based in Santiago, Chile, before retiring in 2008. Mr. Anglin graduated with a Bachelor of Science (Honours) degree in Mining Engineering from the Royal School of Mines, Imperial College, London in 1977 and attained a Master of Science degree from the Imperial College in London in 1985.
Lead Independent DirectorDirector Skills
u Risk Management
u Mergers & Acquisitions
Director Since: 2008
u Mining Operations
u Governance
u Environmental, Health, Safety & Sustainability
u Government Relations
IndependentBoard and Committee MembershipAttendance
Board of Directors8/8
Age: 68Corporate Governance and Nominating Committee5/5
Technical, Safety and Sustainability Committee5/5
Berkeley, California, USAOverall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldAntofagasta plc
202395.69%4.31%




rod_antal_circle.jpg
Rod Antal
Mr. Antal was appointed Executive Chairman of SSR Mining in June 2023. Previously, Mr. Antal served as President and Chief Executive Officer and a member of the Board of SSR Mining following the merger with Alacer Gold in September 2020. Prior to the merger, Mr. Antal held the position of President and Chief Executive Officer with Alacer Gold since August 2013 and prior to that, he served as Alacer Gold’s Chief Financial Officer from May 2012 to August 2013. Mr. Antal has over 30 years of global mining experience in various mineral and metal businesses, including precious metals. This experience spans both corporate roles and at various mine operating sites. Mr. Antal began his mining career working for Placer Dome in Papua New Guinea and then nearly 15 years within the Rio Tinto Group where he held various senior management positions.
Executive ChairmanDirector Skills
u Corporate Finance & Capital Allocation
u Mergers & Acquisitions
Director Since: 2020
u Mining Operations
u Government Relations
Age: 58Board and Committee MembershipAttendance
Board of Directors8/8
Denver, Colorado, USAOverall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldNone
202399.35%0.65%



14


tom_bates_circle.jpg
Thomas R. Bates, Jr.
Mr. Bates was appointed to the Board of Directors of SSR Mining in September 2020 and is Chair of the Compensation and Leadership Development Committee and a member of the Audit Committee. Mr. Bates was a Director at Alacer Gold from April 2014 to September 2020 and has over 40 years of experience in oil service management and operations. Mr. Bates is currently an adjunct professor and a member of the Board of the Ralph Lowe Energy Institute at the Neeley School of Business at Texas Christian University, a position he has held since 2011. He spent 15 years at Schlumberger in both domestic and international locations, was CEO of Weatherford-Enterra from 1997 to 1998, served as President of the Discovery Group of Baker Hughes from 1998 to 2000, and was later the Managing Director and Senior Advisor for 12 years at Lime Rock Partners, an energy focused private equity investment firm, from 2001 to 2012. Mr. Bates has served on the Board of Directors at Tetra Technologies, Inc. since 2011 and Vantage Drilling International since 2016.
Chair of the Compensation and Leadership Development CommitteeDirector Skills
u Corporate Finance & Capital Allocation
u Risk Management
u Mergers & Acquisitions
u Human Capital Management
Director Since: 2020
u Environmental, Health, Safety & Sustainability
u Financial Reporting
u Government Relations
u Governance
Independent
u Supply Chain Management
Age: 74Board and Committee MembershipAttendance
Board of Directors8/8
Fort Worth, Texas, USAAudit Committee6/6
Compensation and Leadership Development Committee5/5
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldTetra Technologies, Inc.
202398.46%1.54%Vantage Drilling International
brian_booth_circle.jpg
Brian R. Booth
Mr. Booth was appointed to the Board of Directors of SSR Mining in May 2016 and is a member of the Audit Committee and the Technical, Safety and Sustainability Committee. Mr. Booth is retired from Element29 Resources Inc. where he was the President, CEO and a director, roles in which he served since 2019, and he has served as a director on numerous public and private mining companies for over 15 years. Prior to joining Element29, he was President, CEO and a director of Pembrook Copper Corp. from 2008 to 2018 and LakeShore Gold Corp from 2005 to 2008. Previous to that, Mr. Booth held various exploration management positions at Inco Limited over a 23-year career, including Manager of Exploration - North America and Europe, Manager of Global Nickel Exploration and Managing Director PT Ingold for Australasia. Mr. Booth holds a B.Sc. in Geological Sciences from McGill University (1983) and was awarded an honorary lifetime membership in the Indonesian Mining Association for service as Assistant Chairman of the Professional Division.
Director Since: 2016Director Skills
u Mergers & Acquisitions
u Mining Operations
Independent
u Environmental, Health, Safety & Sustainability
u Government Relations
Age: 64Board and Committee MembershipAttendance
Board of Directors8/8
West Vancouver, BC, CanadaAudit Committee6/6
Technical, Safety and Sustainability Committee5/5
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldGFG Resources Inc.
202399.36%0.64%Peninsula Energy Limited
15


simon_fish_circle.jpg
Simon A. Fish
Mr. Fish is a corporate director. He was appointed to the Board of Directors of SSR Mining in 2018. He serves as Chair of the Corporate Governance and Nominating Committee and a member of the Compensation and Leadership Development Committee. A former senior executive with more than 30 years of experience in the mining, energy and financial services sectors. He has served as a director of Heritage Environmental Services since 2022, Alexa Translations since 2021, and the Environmental Law and Policy Center since 2015. Previously, he served as Executive Vice-President & Chief Legal Officer at Bank of Montreal from 2008 to 2020, Vale Base Metals from 2005 to 2008, and Shell Canada Limited from 2002 to 2005. Prior to that, he held various senior positions within Shell plc in the UK, the Netherlands, South Africa and Canada. Earlier in his career, Mr. Fish practiced corporate and securities law with Dechert LLP, an international law firm.
Chair of the Corporate Governance and Nominating CommitteeDirector Skills
u Risk Management
u Mergers & Acquisitions
u Environmental, Health, Safety & Sustainability
u Governance
Director Since: 2018
u Government Relations
IndependentBoard and Committee MembershipAttendance
Board of Directors8/8
Age: 63Compensation and Leadership Development Committee5/5
Corporate Governance and Nominating Committee5/5
Wellington, ON, CanadaOverall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldNone
202383.95%16.05%


leigh_ann_fisher_circle.jpg
Leigh Ann Fisher
Ms. Fisher was appointed to the Board of Directors of SSR Mining in March 2022 and serves as a member of each of the Audit Committee and the Compensation and Leadership Development Committee. Ms. Fisher served as Executive Vice President and Chief Administrative Officer of Alcoa Corporation from 2016 until her retirement in 2020. As Chief Administrative Officer, Ms. Fisher had responsibility for Human Resources, Procurement, Information Technology and Automation Solutions, Global Shared Services and Business Process Optimization. She was a member of the Alcoa Executive Team, responsible for setting strategic direction for the company. From 2013 to 2016, Ms. Fisher held the role of Chief Financial Officer for Alcoa's Global Primary Products Group, responsible for managing finance and business analysis for Alcoa’s worldwide primary products system. Throughout her 31 year career with Alcoa, Ms. Fisher held finance and leadership roles in all Alcoa business groups, as well as corporate finance.
Director Since: 2022Director Skills
u Risk Management
u Mergers & Acquisitions
Independent
u Human Capital Management
u Financial Reporting
u Information Technology & Cybersecurity
u Governance
Age: 57
Board and Committee MembershipAttendance
Louisville, Tennessee,Board of Directors8/8
USAAudit Committee6/6
Compensation and Leadership Development Committee5/5
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldNone
202398.50%1.50%
16


alan_krusi_circle.jpg
Alan P. Krusi
Mr. Krusi was appointed to the Board of Directors of SSR Mining in September 2020. He is Chair of the Technical, Safety and Sustainability Committee and a member of the Corporate Governance and Nominating Committee. Mr. Krusi was a director at Alacer Gold from September 2014 to September 2020. He has nearly four decades of management experience in the engineering and construction industries. Mr. Krusi began his career as a project geologist with Dames & Moore where he gained significant experience and international exposure as lead project engineer and geologist in Latin America and Asia from 1977 to 1983. Throughout his career, Mr. Krusi managed a number of successively larger engineering and consulting businesses, culminating as CEO of Earth Tech, Inc, a global water and environmental services firm with operations in 13 countries, from 2002 to 2008. Most recently, Mr. Krusi was President, Strategic Development at AECOM from 2008 to 2015, where he oversaw the firm's M&A activities and served on the executive committee. Mr. Krusi has served on the Board of Directors of Granite Construction since 2018.
Chair of the Technical, Safety and Sustainability CommitteeDirector Skills
u Risk Management
u Mergers & Acquisitions
u Environmental, Health, Safety & Sustainability
u Human Capital Management
Director Since: 2020
u Information Technology & Cybersecurity
u Governance
IndependentBoard and Committee MembershipAttendance
Board of Directors8/8
Age: 69Technical, Safety and Sustainability Committee5/5
Corporate Governance and Nominating Committee5/5
Maple Valley, Washington, USAOverall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldGranite Construction, Inc.
202397.23%2.77%
danny_malchuk.jpg
Daniel Malchuk
Mr. Malchuk was appointed to the Board of Director of SSR Mining in January 2024 and serves as a member of Technical, Safety and Sustainability Committee. Mr. Malchuk brings over 30 years of strategic, operational and financial experience in the natural resource industry to the Board. He currently serves as Senior Advisor with Appian Capital Advisory and as Board Member with Jetti Resources. Mr. Malchuk had a long career with BHP; most recently he served as President Operations, Minerals Americas until his retirement in 2020. In this role, Mr. Malchuk had overall responsibility for the minerals portfolio in the Americas, including operated copper mines in Chile, non-operated joint ventures in numerous South American countries, a multibillion-dollar potash project in Canada and global copper exploration activities. Previously, Mr. Malchuk held various leadership positions at BHP, including President, Copper, President, Aluminum, Manganese, and Nickel, President, Minerals Exploration and Vice President, Strategy and Development. Mr. Malchuk holds a Civil Industrial Engineer degree from Universidad de Chile and an MBA from University of California at Los Angeles (UCLA) Anderson School of Management.
Director Since: 2024Director Skills
u Corporate Finance & Capital Allocation
u Risk Management
Independent
u Mergers & Acquisitions
u Mining Operations
u Environmental, Health, Safety & Sustainability
u Human Capital Management
Age: 58
u Government Relations
u Governance
Las Condes, Santiago, ChileBoard and Committee Membership
Attendance(1)
Board of DirectorsN/A
Technical, Safety and Sustainability CommitteeN/A
Overall AttendanceN/A
Voting Results(1)
Other Public Company Boards
YearForWithheldNone
2023N/AN/A
____________________
(1) Mr. Malchuk was appointed to the Board of Directors as of January 8, 2024.
17


kay_priestly_circle.jpg
Kay Priestly
Ms. Priestly was appointed to the Board of Directors of SSR Mining in September 2020 and is Chair of the Audit Committee and a member of the Corporate Governance and Nominating Committee. Ms. Priestly was a director at Alacer Gold from August 2019 to September 2020. Ms. Priestly served as CEO of Turquoise Hill Resources Ltd. from 2012 until her retirement in 2015 and as CFO of Rio Tinto Copper from 2008 until 2012. She was VP, Finance and CFO of Rio Tinto’s Kennecott Utah Copper operations from 2006 to 2008. Ms. Priestly also served in executive management roles at American Nursing Services, Inc. and Entergy Corporation. Ms. Priestly began her career with Arthur Andersen where she progressed from Staff Accountant to Partner, holding various management and leadership positions, including serving on the global executive team as Global Managing Partner - People. During her 24 years with Arthur Andersen, she provided tax, consulting and M&A services to global companies across many industries, including energy, mining, manufacturing and services. Ms. Priestly has served as a board member of TechnipFMC plc since January 2017.
Chair of the Audit CommitteeDirector Skills
u Corporate Finance & Capital Allocation
u Risk Management
Director Since: 2020
u Mergers & Acquisitions
u Human Capital Management
u Financial Reporting
u Governance
Independent
u Government Relations
Age: 68Board and Committee MembershipAttendance
Board of Directors8/8
Park City, Utah, USAAudit Committee6/6
Corporate Governance and Nominating Committee5/5
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldTechnipFMC plc
202397.05%2.95%

karen_swager_new.jpg
Karen Swager
Ms. Swager was appointed to the Board of Directors of SSR Mining in January 2023 and is a member of the Technical, Safety and Sustainability Committee. Ms. Swager currently serves as Executive Vice President – Operations for The Mosaic Company. In this role, Ms. Swager is responsible for global mining and manufacturing operations, including Environment, Health and Safety organization and the North American supply chain. Previously, Ms. Swager held various leadership positions at Mosaic, including Senior Vice President, Supply Chain; Senior Vice President, Potash; Vice President, Phosphates, as well as management roles at multiple operations within the Mosaic portfolio. Ms. Swager has over 28 years of mining experience in various minerals. Ms. Swager is a licensed professional engineer in Florida and holds a Bachelor of Science degree in metallurgical engineering and a Master of Science in metallurgical engineering from Michigan Technological University, where she is a member of the Department of Chemical Engineering’s Distinguished Academy. In addition, Ms. Swager holds an MBA from Northwestern University Kellogg School of Management.
Director Since: 2023Director Skills
u Risk Management
u Mining Operations
Independent
u Environmental, Health, Safety & Sustainability
u Human Capital Management
u Supply Chain Management
u Government Relations
Age: 53
Board and Committee MembershipAttendance
Steinhatchee, Florida,
USA
Board of Directors8/8
Technical, Safety and Sustainability Committee5/5
Overall Attendance100%
Voting ResultsOther Public Company Boards
YearForWithheldNone
202399.65%0.35%
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CORPORATE GOVERNANCE

SSR Mining, its Board, and its management are committed to the highest standards of corporate governance and transparency. As part of the Company’s commitment to establishing best corporate governance practices, the standing Governance Committee actively assists the Board throughout the year by developing and monitoring the Company’s overall approach to corporate governance issues, monitoring regulatory developments and public disclosures, and implementing and administering the system.

At SSR Mining, we are committed to operating in an ethical, legal, environmentally sensitive and socially responsible manner, while creating long-term value for our Shareholders. Our governance structure enables our experienced and accomplished directors to provide advice, insight and oversight to advance the interests of SSR Mining and our Shareholders. We strive to maintain sound governance standards, to be reflected in our Board of Directors Charter, Code of Business Conduct and Ethics, our systematic approach to risk management, and our commitment to transparent financial reporting and strong internal controls. Copies of the Company’s corporate governance policies are available on the Company’s website at www.ssrmining.com.

Board Tenure and Term Limits

The following chart provides a summary of the tenure of the Board as of the Annual Meeting date. Following the Annual Meeting, should all director nominees be elected, the average Board tenure will be approximately 4.9 years.

2024 Tenure.jpg

The Company believes that imposing term limits on its directors would be unduly restrictive and not in the best interest of the Company and could become an arbitrary mechanism for removing directors, which could result in valuable and experienced directors being forced to leave the Board solely because of length of service. Therefore, the Company has not adopted specific term limits for the directors on its Board, and instead relies upon the effective annual assessment process to ensure the ongoing efficacy of individual directors and the Board and its committees as a whole. The Company does not have a mandatory retirement age.

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Director Independence

The Board of Directors Charter, which is available on our website at www.ssrmining.com requires directors to exercise independent judgment, regardless of the existence of relationships or interests which could interfere with the exercise of independent judgment. Directors are also required to disclose any conflict of interest in any issue brought before the Board and must be independent. refrain from participating in the Board’s discussion and voting on the matter. The Board assesses the independence of new directors prior to appointment and reviews the independence of all directors at least annually to ensure compliance with all applicable requirements of NASDAQ, the TSX and Canadian and U.S. securities laws.

In considering whether a director is independent, the Board gives regard to the independence criteria and requirements of applicable corporate laws and the securities laws, rules, regulations and guidelines of all applicable securities regulatory authorities, including, without limitation, the SEC and the securities commissions in each of the provinces and territories of Canada, and stock exchanges on which the Company’s securities are listed, including without limitation the TSX, NASDAQ and ASX, (collectively, “Securities Laws”), and other facts, information and circumstances the Board considers relevant. Directors and executive officers of the Company inform the Board as to their relationships with the Company and provide other pertinent information pursuant to questionnaires that they complete, sign and certify on an annual basis. The Board reviews such relationships to identify impairments to director independence and in connection with disclosure obligations under securities laws and stock exchange requirements.


The Board has determined that all directors of the Company and proposeddirector nominees, other than Mr. Antal, the President and Chief Executive OfficerChairman of the Company, are independent. All Board committees consist of entirely independent directors.


Criteria for Board Membership and Succession Planning

The Board recognizes that a diverse board of directors makes prudent business sense and enhances oversight and board effectiveness. The Board is committed to a merit-based process, which is based on objective criteria, solicits multiple perspectives and seeks to eliminate conscious or unconscious bias and discrimination, for the identification and selection of nominees. The Board believes that electing directors who have the skills, experience, and expertise that are directly relevant to the Company’s business, strategy and operations are key to the success of the Company.

A core responsibility of the Governance Committee is to identify prospective Board members, consistent with Board-approved criteria, and to recommend such individuals to the Board for nomination. The Governance Committee believes that the Board should be comprised of directors who possess a mix of experience and expertise that is relevant to the Company and its operations. As a result, while the emphasis on filling Board vacancies is on finding the best-qualified candidates who exhibit the highest degree of integrity, professionalism, values and independent judgment, a nominee’s diversity of gender, race, nationality or other attributes may also be considered favorably in his or her assessment.

The Governance Committee assesses the skills, expertise, experience and backgrounds of our directors annually, in light of the needs of the Board and the Company’s strategy, including the extent to which the current composition of the Board reflects the right mix of identified competencies. The Governance Committee and the Board do not adhere to any quotas or minimum qualifications in determining Board membership. However, the Company’s Diversity Policy expressly encourages the promotion of diversity through various initiatives. When it becomes apparent that a vacancy on the Board will arise, either from retirement or otherwise, the Governance Committee evaluates the balance of skills, knowledge and experience held by the current directors and officers of the Company and prepares a description of the role and capabilities required for a particular nominee.

From time to time, the Governance Committee will engage a third-party search firm to assist with finding Board candidates, particularly to ensure that the slate of candidates reflects the Company’s commitment to Board diversity. Over the last two years, the Governance Committee focused on diversity of the Board, adding Leigh Ann Fisher in March 2022, Karen Swager in January 2023, and Daniel Malchuk in January 2024.

During 2023, the Board conducted extensive work around Board succession planning and the skills matrix to determine what skills are vital to meeting the Company’s current needs, as well as those anticipated in the future.
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In light of recent and possible changes to the composition of the Board, its efforts have focused on the skills, experience and qualifications of the Board that could be impacted by possible retirements from the Board and the skills and experience that are expected to be needed moving forward based on the Company’s growth and long-term strategy.

The Governance Committee does not have a separate policy with regard to the consideration of any director candidates recommended by Shareholders. If a candidate is recommended by Shareholders during the Board’s annual renewal and evaluation process, such candidate will be reviewed in accordance with the established Governance Committee policies for reviewing and nominating directors in the same way all other potential director candidates are reviewed. Shareholders should follow the procedure set forth in the “Business of the Meeting - Communications with the Board,” section of this Proxy Statement, if they are interested in discussing a potential director candidate during the Board review process.

Inclusion and Diversity

Our Board recognizes that a board composed of individuals with a mix of differing skills, experience, perspectives, age and characteristics leads to a more robust understanding of opportunities, issues and risks, and to stronger decision-making. A copy of the Company’s Diversity Policy is available on its website at www.ssrmining.com. In March 2019, the Company became a member of each of the Catalyst Accord 2022 and the 30% Club Canada, which are initiatives aimed at accelerating the advancement of women in the workplace with a target goal of at least 30% representation of women on public-company boards. In 2021, the Company also joined the CEO Action for Diversity and Inclusion, an initiative aimed at accelerating the advancement of women in boardrooms and strategic executive roles in Canada. Three of the ten nominees for the Board, or 30%, are women.

The following table details the gender and diversity characteristics self-identified by the nominees to the Board:

Board Diversity Matrix (as of April 12, 2024)
A.E. Michael AnglinRod AntalThomas R. Bates, Jr.Brian R. BoothSimon A. FishLeigh Ann FisherAlan P. KrusiDaniel MalchukKay PriestlyKaren SwagerTOTAL
Total Number of Directors10
Gender Identity
FemalePPP3
MalePPPPPPP7
Did Not Disclose Gender0
Demographic Background
African American or Black0
Alaskan Native or Native American or First Nations0
Asian0
Hispanic or LatinxP1
WhitePPPPPPPPP9
Two or More Races or Ethnicities0
LGBTQ+0
Persons with Disabilities0
Military VeteranPP2
Did Not Disclose Demographic Background0

Please see our Proxy Statement, filed with the SEC on April 14, 2023, for our Board Diversity Matrix as of April 14, 2023.

The Company is committed to developing a diverse workforce and is continually assessing opportunities to progress all levels of diversity across the organization. While the Company does not believe that adopting numerical quotas is in the best interest of its business nor its Shareholders, the Company has adopted specific and measurable objectives to ensure that the pool of candidates it considers for positions throughout the
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organization, including its Board of Directors, consists of the most diverse and qualified candidates available. To achieve this goal, the Board has adopted the following measurable objectives which are reviewed annually:

u Diversity on the Board: The Governance Committee will require that a thorough outreach and search process be conducted for new positions or vacancies on the Board that ensures that the candidate pool reviewed by the Governance Committee consists of a qualified and diverse group of individuals. The Board has identified the following key areas of focus for Board candidates: experience or skill sets that complement the Board; experience or nationalities related to the geographical regions where the Company has or anticipates business interests; and increasing the representation of female Board members. The Board believes that pursuing its objectives related to the ethnic and gender diversity among its members is consistent with its responsibility to ensure that director nominees possess the skill, experience and qualifications that are necessary to the Board’s ability to provide effective oversight of the Company and are directly relevant to the Company’s business strategy and operations. The Board will continue to consider all qualified candidates for open Board member positions, with a particular focus on what skills each candidate would bring to the Board and how critical those skills are to the overall makeup of the Board’s knowledge and ability.

u Diversity in Executive Management and across the Business: The recruitment and development programs instituted by the Company will focus on ensuring that the Company has a diverse and qualified workforce at all levels of the organization. Recruitment measures will ensure that the pool of candidates considered consists of a group of qualified and diverse individuals and a key focus of the Company’s development programs will be the identification and development of diverse individuals, including local nationals at the Company’s mines.

Performance of the Board


Prior to joining the Board, new directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside of Board meetings. The Governance Committee has developed a process for the annual evaluation of the performance of the Board, its Committees and individual directors. Starting in 2021, the assessment process was administered by aan independent third party to promote transparency and openness in the review process. A range of dimensions are considered during the assessment, such as: overall performance of the Board; Board and committee structure and composition; succession planning; strategic planning; risk management; operational performance; President and Chief Executive Officer or equivalent (“CEO”), performance; director competencies; Board processes; and director involvement. Upon completion of the formal evaluation process, the Board and each of its Committeescommittees review the findings and determine any desired action items. The ChairChairman of the Board also meets with each member of the Board to review their individual feedback.


Director Orientation and Continuing Education


New directors are provided with comprehensive materials with respect to the Company, as well as being oriented on relevant corporate issues, including short-, medium- and long-term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing policies of the Company. New directors also meet with members of the executive management team to educate themselves on the nature and operation of the
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Company’s business. As each director has a different skill set and professional background, orientation and training activities are tailored to the particular needs and experience of each director.


All directors have access to an electronic board portal where Company information is posted and updated. Directors receive monthly reports on the business from management. Board and committee members also meet periodically with management, between regularly scheduled meetings, to receive a review of the operations of the Company.


Directors are provided with continuing education throughout the year on issues that are necessary for them to meet their obligations as Board members and are encouraged to participantparticipate in external training courses, as needed. Each year, our directors attend at least one site visit to one of our operating mines. During these site visits, the directors meet with management and actively engage directly with our mine workers to learn about the operations. In 2023, our directors visited our Marigold mine site in Nevada, USA. In conjunction with Board meetings, management and the Company’s advisors provide presentations on topics pertinent to our business,
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including the impact of significant industry, political, legal and other developments. All of the directors are actively involved in their respective areas of expertise and have full access to our management.


To facilitate access to director education, all of our directors are members of the Institute of Corporate Directors and the National Association of Corporate Directors, (NACD), organizations that promote the continuing education of directors.


Board Meetings


The Board meets at least four times annually in person or via teleconference. Directors are also required to attend meetings for committees for which they have been appointed. Information relating to the number of Board meetings held during the reporting period of 20212023 and each director's attendance is provided above in the “Nominees for Elections to the BoardElection of Directors” section of this Proxy Statement.


Quorum


The quorum for meetings of the Board is a majority of the members of the Board and the quorum for meetings of the Board committees is a majority of the members of the respective committee, in each case present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other. The Board and each Board committee may also act by unanimous written consent of its members.


Executive Sessions


Independent directors regularly meet inRegularly, at the beginning and/or end of each Board meeting, the Board holds an executive session in whichwith the Executive Chairman, as well as an executive session led by the Lead Independent Director with only the independent directors meetand without the presence or participation of management, at Board meetings and meet in executive sessionthe Executive Chairman. Executive sessions may also take place at other times whenever they believewhen the Executive Chairman or the Lead Independent Director believes it is appropriate.


Compensation Committee Interlocks and Insider Participation


No member of our Compensation and Leadership Development Committee (the “CLD Committee”) is presently or has been an officer or employee of the Company. In addition, during the last fiscal year, no executive officer served as a member of the board or the Organizationorganization and Compensation Committeecompensation committee (or other board committee performing similar functions or, in the absence of any such committee, the entire board) of any entity in which an SSR Mininga member of the Board is an executive officer.


Board and Committee Chair Position Descriptions


The Board has developed a written position description for the Chairman of the Board. The Board has also developed a written Terms of Referencecharter for each committee of the Board. These Terms of Referencecharters include the responsibilities of the committee chair as well as the committee members. The Board has delegated to the chair of each Board committee responsibility for presiding over all meetings of that committee, coordinating compliance with the committee’s mandate, working with management to develop the committee’s annual work plan and providing the Board with reports of the committee’s key activities.
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Board Committees


The Board exercises its duties directly and also through its committees. The Board currently has four standing committees: the Audit Committee, the CLDCompensation Committee, the Governance Committee and the EHS&STSS Committee. A brief summary of some of the key duties and responsibilities of each committee is outlined below.


u Audit Committee.The Audit Committee assists the Board in reviewing and evaluating (a) the Company’s accounting and financial reporting principles, policies, processes and systems of internal accounting and financial controls; (b) the preparation, quality and integrity of the Company’s financial statements; (c) the Company’s compliance with legal and regulatory requirements; and (d) the independence and performance of the
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Company’s external auditor. The Company has an internal audit function that reports directly to the Chair of the Audit Committee. The Board has determined that, of the four current committee members, Kay Priestly, TomThomas R. Bates, Jr. and Leigh Ann Fisher qualify as an “audit committee financial expert” as defined by the SEC and that each member of the Audit Committee is independent and financially literate.literate, as per the requirements of National Instrument 52-110 – Audit Committees (“NI 52-110”).


u Compensation and Leadership Development Committee. The CLDCompensation Committee assists the Board in reviewing and evaluating (a) the remuneration and benefits of non-executive directors and the remuneration, benefits and performance of executive management; (b) continuity, succession planning and development for executives and other key employees and recommendations to the Board with respect thereto as it deems appropriate; and (c) compensation plans of the Company, including equity award plans, non-executive director compensation plans, and such other compensation plans or structures as are adopted by the Company from time-to-time.


u Corporate Governance and Nominating Committee. The Governance Committee assists the Board in reviewing and evaluating the Company’s corporate governance practices by (a) proposing new members to the Board, establishing criteria for Board membership, recommending composition of the Board and its committees and assessing Directors’directors’ performance on an ongoing basis; (b) providing a focus on corporate governance that will enhance corporate performance and ensure on behalf of the Board and Shareholders of the Company that the Company’s corporate governance system is effective in the discharge of its obligations to the Company’s stakeholders; (c) making recommendations to the Board as to determinations of director independence; and (d) overseeing the evaluation of the performance of the Board and its committees.


u Environmental, Health,Technical, Safety and Sustainability Committee. The EHS&STSS Committee assists the Board in reviewing, evaluating and upholding the Company’s environmental, socialcommunity and governancesafety responsibilities, including the Company’s health and safety performance and objectives, and monitoringoverseeing the associated risks and opportunities related thereto by (a) reviewing, monitoring and making recommendations to the Board regarding health, safety, environmental, sustainability and community relations matters; and (b) assessing the effectivenesstechnical aspects of the Company’s safety, health, security, environmental, sustainabilityoperations, exploration programs and community relations policiesdevelopment projects, including reviewing the resource and practices.reserve estimates of the Company’s mineral properties.


Risk Oversight


SSR Mining faces a number of key risks, including, but not limited to, financial, regulatory, operational, legal, accounting, cybersecurity and reputational risks. Management is responsible for the day-to-day management of risks. The Board has overall responsibility for the oversight of the Company’s risk management plans, policies and practices. The Board executes its risk oversight directly and through its committees. The Board as a whole and all Board committees meet periodically with members of senior management to discuss the relevant risks and challenges facing SSR Mining. The Board participates directly in the annual enterprise risk management process and reviews the results.


SSR Mining faces many risks including: financial; regulatory; operational; compliance; accounting; and reputational risks. Management is responsible for the day-to-day management of risk. The Audit Committee monitors the Company’s risk management process, focusing primarily on financial and regulatory compliance risk. The Audit Committee receives regular reports of the Company’s ethics and compliance activities, including a review of management’s compliance risk assessment and the efforts undertaken to mitigate ethics and compliance risks during the year. In addition to ensuring that there are mechanisms for the anonymous submission of ethics and compliance reports generally, the Audit Committee has established specific procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal
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accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. The Audit Committee also partners with the EHS&S Committee in analyzinganalyzes and reviewingreviews the Company’s cybersecurity framework to ensure appropriate measures are in place to monitor, identify and mitigate cyber risk.

In addition to cybersecurity risks monitored in the Company’s overall risk management process, the Board receives updates on the Company’s ongoing cybersecurity risk management efforts at least twice per year, with more frequent updates as requested or needed. For more information related to our cybersecurity risk management, see the Company’s Annual Report on Form 10-K filed with the SEC on February 21, 2024. The Company’s Code of Conduct requires that all employeesTSS Committee focuses on environmental, community relations, and directors avoid any activitysafety risks that may interfere or conflict, or haveimpact the appearance of interfering or conflicting, with their business responsibility. The AuditCompany. Additionally, the Compensation Committee has adopted a number of practices that are aligned with best governance practices and serve to ensure that the responsibilitycompensation program does not encourage excessive risk-taking. For more details, see the “Compensation Discussion and Analysis” section of reviewing any related-party transactions and in accordance with our Whistleblower Policy responds to any conflict-of-interest situations that may arise. this Proxy

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Statement. The Charter for the Board and each Board committee is reviewed annually and can be viewed, along with the Company’s Code of Conduct, on the Company’s website at www.ssrmining.com.


Director Service on Board Committees


The table below sets forth the current composition of the Board committees. These committees will be reconstituted following

Audit CommitteeCompensation and Leadership Development CommitteeCorporate Governance and Nominating CommitteeTechnical, Safety and Sustainability Committee
A.E. Michael AnglinPP
Rod Antal
Thomas R. Bates, Jr.PChair
Brian R. BoothPP
Simon A. FishPChair
Leigh Ann FisherPP
Alan P. KrusiPChair
Daniel MalchukP
Kay PriestlyChairP
Karen SwagerP

Following the Annual Meeting, and Mr. Dowling’s retirement.the Board may consider adjusting committee membership.

AuditCompensation and Leadership DevelopmentCorporate Governance and NominatingEnvironmental, Health, Safety and Sustainability
A.E. Michael AnglinPP
Rod Antal
Thomas R. Bates, Jr.PCHAIR
Brian R. BoothPP
Edward C. DowlingPP
Simon A. FishPCHAIR
Leigh Ann FisherPP
Alan P. KrusiPCHAIR
Kay PriestlyCHAIRP


Director Attendance at Committee Meetings


Information relating to each director’s attendance at appropriate committee meetings is provided above in the Nominees for Elections to the BoardElection of Directors” section of this Proxy Statement.


Bankruptcies; Corporate Cease Trade Orders

To the knowledge of the Company and based upon information provided by the proposed director nominees, except as disclosed below, none of the Company’s proposed director nominees is, as at the date of this Proxy Statement, or has been, within the 10 years prior to the date of this Proxy Statement: (a) a director, chief executive officer or chief financial officer of any company (including the Company) that, while such person was acting in that capacity (or within a year of that person ceasing to act in that capacity but resulting from an event that occurred while that person was acting in such capacity), (i) was subject of a cease trade order, an order similar to a cease trade order, or an order that denied the company access to any exemption under securities legislation, in each case, for a period of more than 30 consecutive days, or (ii) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) a director or executive of a company that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, transaction or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Mr. Bates was a director of Hercules Offshore. Inc. (a U.S. entity listed on the NASDAQ stock market) when it filed for bankruptcy in August 2015. Mr. Krusi was a director of Blue Earth (a U.S. entity listed on the NASDAQ stock market) when it filed for bankruptcy in March 2016. Ms. Priestly was a director of Stone Energy (a U.S. entity listed on the NASDAQ stock market) when it filed for bankruptcy in December 2016.

To the knowledge of the Company and based upon information provided by the proposed director nominees, except for the following, none of the Company’s proposed director nominees has (a) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) been subject to any penalties or
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sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director nominee.

Procedures for Approval of Related Persons Transactions


Any potential transactions with related persons are reviewed and approved by the Audit Committee, the CLDCompensation Committee for compensation matters, or disinterested members of the Board for transactional matters.


CommunicationsDelinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, certain officers and any beneficial owners of more than 10% of the Shares to file reports relating to their ownership and changes in ownership of the Shares with the Board

The Board welcomes engagement with our Shareholders. Our Shareholders or other non-affiliated persons may communicate with our Board or individual directorsSEC and NASDAQ by mail addressed to the Board or an individual director c/o SSR Mining Inc., 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237, Attn: Chief Legal and Administrative Officer. Communications from our Shareholders will be forwarded to the Board or the appropriate directorcertain deadlines. Based on a timely basis. While all Board members are not requiredreview of Section 16 filings with respect to attendour Company, one Form 4 filed on behalf of Mr. John Ebbett was filed after the Annual Meeting, at least one Board member will be in attendance at the Annual Meetingapplicable reporting deadline due to discuss any concerns and answer any questions from Shareholders. Mr. Anglin, Mr. Antal, Mr. Bates, Mr. Booth and Mr. Fish attended our 2021 annual meeting of Shareholders.an administrative error.

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Anti-Hedging Policy


Directors, officers, employees, consultants and their respective, immediate family members are prohibited from selling, purchasing or trading of derivative securities of the Company, including put or call options or other derivative securities, which are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held directly or indirectly. See also “Compensation Discussion and Analysis—Board Oversight and Compensation Governance—Anti-Hedging.”


Ethics & Compliance Training

The Company issues mandatory training on the Company’s Code of Business Ethics & Compliance (“Code of Conduct”) for all directors and employees globally, as well as anti-corruption-specific training for all employees who are managers. These trainings, which are delivered in the employee’s native language, require an attestation by the employee that he or she has read, understood and will comply with the Code of Conduct and the anti-corruption standards. Training for all employees outside of Argentina was conducted online and was completed by 100% of the Company’s managers and over 80% of the wider workforce. Employees in Argentina received training in person. The training includes information on how to access the Company’s global whistleblower hotline, which is available to all employees to enable them to raise issues and potential violations of the Code of Conduct or policies, anonymously, if they wish.

Each year, the Governance Committee reviews the Code of Conduct the process for administering the Code of Conduct and compliance with the Code of Conduct. Any changes to the Code of Conduct are considered by the Board for approval.

The Company has not filed any material change reports during the 2023 financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the Code of Conduct. The Company’s Code of Conduct can be found together with other governance-related documents on the Company’s website at www.ssrmining.com.


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DIRECTOR COMPENSATION


The Company establishes director compensation after considering the advice of independent consultants, with a view to establishing compensation that is competitive with similar North American based mining companies. Only non-executive directors are compensated for service on the Board. All non-executive directors receive quarterly cash and equity retainers for their service on the Board. The annual equity retainer is paid in the form of Deferred Share Units (DSUs)(“DSUs”). Directors may also elect to receive all or a portion of their annual cash retainer in DSUs. In addition, the Board may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. The following summarizes the current compensation arrangements for non-executive directors. Executive directors, including Mr. Antal in his role as Executive Chairman, do not receive compensation for serving on the Board.


2023 Annual Cash Retainer:
Executive Chairman of the Board:Board$ 160,000— 
Non-Executive Board membersMembers (other than the Chair):$100,000
Lead Independent Director$35,000 
Chair of Audit Committee:Committee$25,000
Chair of Compensation & Leadership Committee:Committee$20,000
Chairs of Other Committees:Committees$15,000
2023 Annual Equity Retainer:
Executive Chairman of the Board:Board$ 170,000— 
Non-Executive Board membersMembers (other than the Chair):$110,000
Lead Independent Director$110,000 


The Board adopted a DSU plan effective July 1, 2008, as amended from time to time, to more closely align the interests of our directors with the interests of the Shareholders. Under the DSU Plan, DSUs are paid in cash when a director retires from the Board, based on the market value of the Company’s Shares on the TSX on the date of retirement.at such time. DSUs are not considered Shares of the Company and, as such, they do not confer the rights to their holders which Shareholders of the Company are normally entitled to; however, dividend equivalent payments will be awarded in respect of DSUs held by a participant on the same basis as dividends declared and paid on Common Shares as if the participant was a Shareholder of record of Common Shares on the relevant record date. Our directors may elect to receive all or a portion of their annual cash retainer in DSUs; however, they may not elect to receive any part of their annual equity retainer in cash.


Compensation paid to Non-Executive Directorsdirectors in 20212023 is outlined in the below table.


Name
Fees Earned(1)
Share-Based Awards(2)
All Other CompensationTotal
Fees Earned(1)
Share-Based Awards(2)
All Other CompensationTotal
NameName($)($)($)Name($)($)($)
160,000 170,000 (3)— 330,000 
Rod Antal(4)
Thomas R. Bates, Jr.Thomas R. Bates, Jr.120,000 110,000 (4)— 230,000 
Brian R. BoothBrian R. Booth100,000 110,000 (5)— 210,000 
Edward C. Dowling, Jr.100,000 110,000 (6)— 210,000 
Simon A. FishSimon A. Fish115,000 110,000 (7)— 225,000 
Leigh Ann Fisher
Alan P. KrusiAlan P. Krusi115,000 110,000 (8)— 225,000 
Beverlee F. Park125,000 110,000 (9)— 235,000 
Kay PriestlyKay Priestly105,435 (10)110,000 (11)— 215,435 
Elizabeth A. Wademan100,000 110,000 (12)— 210,000 
Karen Swager(11)
____________________________________________________________
(1) Directors may elect to receive all, a portion, or none of their cash retainer in DSUs. For 2021, our non-executive directors elected to receive the following portion of their cash retainer in DSUs: Mr. Anglin, $160,000; Mr. Booth, $20,000; Mr. Fish, $115,000; and Ms. Park, $62,500.(2) The share-based awards column represents the aggregate grant date fair value of the DSUs that were granted in four equal quarterly installments during the fiscal year as computed in accordance with ASC 718. For each director, the number of DSUs granted was determined by dividing the grant date value of the award by the volume weighted average price (“VWAP”) on the TSX for the five trading days immediately preceding the date of grant and converted to USD.(3) The aggregate number of DSUs held by Mr. Anglin on December 31, 2021 was 192,896.
(1) Directors may elect to receive all, a portion, or none of their cash retainer in DSUs. For 2023, our Non-Executive Directors elected to receive the following portion of their cash retainer in DSUs: Mr. Anglin, $147,500; Mr. Booth, $20,000; Mr. Fish, $115,000; Ms. Fisher, $50,000; Ms. Priestly, $25,000; and Ms. Swager, $95,833. (1) Directors may elect to receive all, a portion, or none of their cash retainer in DSUs. For 2023, our Non-Executive Directors elected to receive the following portion of their cash retainer in DSUs: Mr. Anglin, $147,500; Mr. Booth, $20,000; Mr. Fish, $115,000; Ms. Fisher, $50,000; Ms. Priestly, $25,000; and Ms. Swager, $95,833.
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(2) The share-based awards column represents the aggregate grant date fair value of the DSUs that were granted in four equal quarterly installments during the fiscal year as computed in accordance with ASC 718. For each director, the number of DSUs granted was determined by dividing the grant date value of the award by the volume weighted average price ("VWAP") on the NASDAQ for the five trading days immediately preceding the date of grant.
(3) The aggregate number of DSUs held by Mr. Anglin on December 31, 2023 was 239,608
(4) Mr. Antal did not receive compensation for his service as Executive Chairman. For Mr. Antal's compensation as an executive, see the "Summary Compensation Table" section of this Proxy Statement.
(5) The aggregate number of DSUs held by Mr. Bates on December 31, 20212023 was 76,217.93,355.
(5)(6) The aggregate number of DSUs held by Mr. Booth on December 31, 20212023 was 42,776.61,185.
(6) The aggregate number of DSUs held by Mr. Dowling on December 31, 2021 was 105,862.
(7) The aggregate number of DSUs held by Mr. Fish on December 31, 20212023 was 49,051.79,991.
(8) The aggregate number of DSUs held by Ms. Fisher on December 31, 2023 was 18,993.
(9) The aggregate number of DSUs held by Mr. Krusi on December 31, 20212023 was 74,239.91,301.
(9) The aggregate number of DSUs held by Ms. Park on December 31, 2021 was 87,139. Ms. Park resigned from the Board on October 13, 2021 and, in accordance with the DSU Plan, 50% of her DSUs were redeemed in March 2022 with the remaining 50% to be redeemed in December 2022.
(10) Ms. Priestly was appointed Chair of the Audit Committee effective October 13, 2021, and received a prorated cash retainer for her service.
(11) The aggregate number of DSUs held by Ms. Priestly on December 31, 20212023 was 16,129.32,718.
(11) Ms. Swager was appointed to the Board effective January 16, 2023, and her compensation was prorated accordingly.
(12) The aggregate number of DSUs held by Ms. WademanSwager on December 31, 20212023 was 37,688. Ms. Wademan resigned13,862.

Non-Executive Director Share Ownership Guidelines

The Board has established share ownership guidelines for its non-executive directors. We expect each non-executive director to accumulate at least three (3) times the value of their annual cash retainer in the Shares and/or DSUs, valued based on the greater of the closing market price of the Shares on the TSX, or the value at the time of the grant or purchase. These guidelines are to be satisfied by the date that is five (5) years from the date the applicable director is appointed or elected as a director of the Company. Because Mr. Antal also fills an executive role, his share ownership is discussed in more detail in the “Compensation Discussion and Analysis—Executive Share Ownership Guidelines” section of this Proxy Statement.

Non-Executive Director Share Ownership as of December 31, 2023 is outlined in the below table. We acknowledge there has been a Share price decline since the end of 2023; however, as of the date of this Proxy Statement, all directors continue to be in compliance, or have time to be in compliance, with the Share ownership guidelines.

Annual Cash RetainerMinimum Value RequiredCommon SharesDSUsTotal of Common Shares and DSUs
Market Value of Common Shares and DSUs(1)
Meets Share Ownership Guidelines
Name($)($)(#)(#)(#)($)
A.E. Michael Anglin147,500 442,500 52,306 239,608 291,914 3,140,995 Yes
Thomas R. Bates, Jr.120,000 360,000 26,230 93,355 119,585 1,286,735 Yes
Brian R. Booth100,000 300,000 18,724 61,185 79,909 859,821 Yes
Simon A. Fish115,000 345,000 — 79,991 79,991 860,703 Yes
Leigh Ann Fisher100,000 300,000 — 18,993 18,993 204,365 Yes(2)
Alan P. Krusi115,000 345,000 25,091 91,301 116,392 1,252,378 Yes
Daniel Malchuk100,000 300,000 — — — — Yes(3)
Kay Priestly125,000 375,000 — 32,718 32,718 352,046 Yes(4)
Karen Swager100,000 300,000 — 13,862 13,862 149,155 Yes(5)
____________________
(1) Assumes a market value of $10.76 for each share, which is the close price on the NASDAQ as of December 29, 2023.
(2) Ms. Fisher has until March 3, 2027, five (5) years from the date of her election, to meet the Share Ownership Guidelines.
(3) Mr. Malchuk was appointed on January 8, 2024, so he has no share holdings as of December 31, 2023. He has until January 8, 2029, five (5) years from the date of his election, to meet the Share Ownership Guidelines.
(4) Ms. Priestly has until September 16, 2025, five (5) years from the date of her election, to meet the Share Ownership Guidelines.
(5) Ms. Swager has until January 16, 2028, five (5) years from the date of her election, to meet the Share Ownership Guidelines.
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PROPOSAL No. 2

Approval, on an Advisory (Non-Binding) Basis, of the Compensation of the Company’s Named Executive Officers Disclosed in the 2024 Proxy Statement

In accordance with Section 14A of the Exchange Act, we are requesting Shareholders’ vote to approve or not approve, on an advisory (non-binding) basis, our executive officer compensation. The Company is committed to continually enhancing our corporate governance practices and endorses a “pay for performance” approach for executive compensation in order to reinforce the linkages between compensation and the Company’s strategic objectives and risk management processes. We believe that a “pay for performance” philosophy achieves the goal of attracting and retaining talented executives by rewarding behaviors that reinforce the Company’s values while also delivering on its corporate objectives, thereby aligning executives’ interests with those of our Shareholders. Given the evolution of the Company, and the importance the Board places on executive compensation, the Board has approved a say on pay advisory vote policy with respect to executive officers. The purpose of the say on pay advisory vote is to give Shareholders the opportunity to vote at each annual Shareholders meeting on the Company’s approach to executive compensation, as further described in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Given that the vote is held on an advisory basis, it will not be binding upon the Board or create or imply any additional fiduciary duty for the Company or the Board. However, the Board will consider the outcome of the vote when reviewing and approving executive compensation policies and decisions. The form of resolution that Shareholders will be asked to vote on at the Annual Meeting is as follows:

RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors that the Shareholders accept the approach to executive compensation disclosed in the Company’s information Proxy Statement delivered in advance of the 2024 Annual Meeting of Shareholders.

The Board recommends you vote FOR the compensation of the Company’s named executive officers disclosed in this Proxy Statement. Unless otherwise instructed, the persons designated on the proxy card intend to vote FOR the Company’s approach to executive compensation.

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PROPOSAL No. 3

Approval and adoption of the Company’s 2024 Share Compensation Plan, as more particularly described and set forth in this Proxy Statement

Adoption of the 2024 Share Compensation Plan

At the Annual Meeting, Shareholders will be asked to consider and, if deemed appropriate, adopt, with or without variation, an ordinary resolution, as set forth below, approving, ratifying and confirming the Company’s 2024 Share Compensation Plan, a copy of which is set forth in “Appendix B” to this Proxy Statement, and authorizing the Company’s Board of Directors to grant share units which may be redeemed as Shares of the Company up to a maximum of 6,000,000 share units. In addition, the aggregate number of Shares that may be issuable pursuant to the 2024 Share Compensation Plan in combination with the Company’s legacy equity plans shall not at any time exceed 3.75% of the issued and outstanding Shares.

If the 2024 Share Compensation Plan is approved by Shareholders at the Annual Meeting, no additional grants will be made under any legacy equity plans and all outstanding grants under such plans will only remain in place until they are vested, redeemed, or cancelled.

Currently, none of our executives hold any options. Under our current compensation plan, we do not issue options, and similarly, the proposed 2024 Share Compensation Plan will not issue options. The Board made the decision to stop granting options in 2020 due to changes in accounting standards, the complexity of administering options for both the Company and its employees, and to better align the Company’s compensation strategy with its strategic objectives and employee performance.

New Plan Benefits

Future grants under the 2024 Share Compensation Plan, if any, that will be made to eligible participants are subject to the discretion of the Compensation Committee and, therefore, are not determinable at this time.

The terms of the 2024 Share Compensation Plan are substantially similar to the 2021 Share Compensation Plan. However, the number of share units which may be redeemed as Shares under the 2024 Share Compensation Plan has been decreased in relation to that of the 2021 Share Compensation Plan. The following is a summary of the key terms of the 2024 Share Compensation Plan. Defined terms not defined below shall have the meaning ascribed to them in the 2024 Share Compensation Plan. For more detailed information, Shareholders should refer to the full text of the 2024 Share Compensation Plan, a copy of which is attached hereto as “Appendix B”.


2024 Share Compensation Plan Summary

AwardsThe 2024 Share Compensation Plan (the “Plan”) provides for the award of Restricted Share Units (“RSU”) and Performance Share Units (“PSU”).
ParticipantAn employee of the Company or any of its Affiliates to whom an Award has been granted under this Plan. Approximately 2,459 employees are eligible to participate. Notwithstanding, we have only granted equity to 125 employees.
Grant Period/Vesting - RSUsThe Board will determine the vesting criteria applicable to RSUs. Generally, one-third of the awarded RSUs vest on each of the first, second and third anniversaries of the date of grant.
Grant Period/Vesting - PSUsThe Board will determine the vesting criteria applicable to PSUs. Generally, PSUs will cliff vest after 36 months.
TermThe Board will determine the expiry date for RSUs and PSUs, provided that such date may not be later than the earlier of: (i) the date which is the tenth anniversary of the date on which such RSU or PSU was granted; and (ii) the latest date permitted under the applicable rules and regulations of applicable Regulatory Authorities.
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Payment/RedemptionAt the Board’s sole discretion, the Company shall redeem the RSUs and PSUs by: (i) paying a cash amount equal to the Market Price of the vested RSUs and PSUs on the vesting date; (ii) issuing such number of Shares as is equal to the number of vested RSUs or PSUs; or (iii) purchasing such number of Shares as is equal to the number of vested RSUs or PSUs in the market and delivering them to the participant.
Market PriceThe volume weighted average trading price of Shares on the NASDAQ (or any other Stock Exchange on which the majority of the volume of trading of the Common Shares has occurred over the relevant period) over the 30 Trading Days immediately preceding such date.
DividendsWhenever cash dividends are paid on the Company’s Shares, additional RSUs and PSUs will be credited to a Participant. The additional RSUs and PSUs shall be subject to the same terms and conditions, including vesting and settlement terms, as the corresponding RSUs or PSUs, as the case may be.
Performance Target MilestonesThe Target Milestones for each Performance Period will be determined by the Board, in its sole discretion, based on October 13, 2021measurable performance criteria established by the Board in advance. The performance achievement of the Target Milestones shall be determined by assigning a percentage from 0% to 200% (or such other range as the Board may determine from time to time) reflecting such performance.
Right to RSUs and PSUs in the Event of a Change of ControlThe Plan provides for accelerated vesting in the event of a Change of Control. The Board has the right to make any determinations as it considers appropriate in the circumstances upon a Change of Control to ensure the fair treatment of Participants including with respect to vesting provisions.
Cessation of Entitlements
Participants may cease to be Eligible Persons under the Plan in the event of their termination (for Cause or without Cause), their death, a Disability, or pursuant to their resignation.

If a Participant ceases to be an Eligible Person due to their termination without Cause, certain portions of any unvested RSUs or PSUs granted to such Participant shall vest pursuant to formulas more fully described in the Plan and all vested RSUs and PSUs shall be redeemed immediately in accordance with the DSUPlan. All unvested RSUs and PSUs shall be forfeited and cancelled and cease to be recorded in the Share Unit Account of such Participant as of their Termination Date.

If a Participant ceases to be an Eligible Person due to their termination for Cause (including where such Participant resigns from their employment as an alternative to being terminated for Cause), all of the Participant’s vested outstanding RSUs and PSUs shall be redeemed immediately and any unvested RSUs and PSUs shall be forfeited and cancelled and cease to be recorded in the Share Unit Account of such Participant as of their Termination Date.

If a Participant ceases to be an Elligible Person other than for Cause (or resignation for good reason) within twelve months after a Change of Control, all RSUs and PSUs will immediately vest.
AmendmentThe Board may at any time suspend or terminate the Plan 50%and may make certain amendments without Shareholder approval, including amending any vesting provisions, Target Milestones, Performance Periods, expirations dates, or persons eligible to participate in the Plan. Shareholder approval would be necessary to increase the number of her DSUs were redeemedShares or rolling maximum reserved for issuance under the Plan, to amend, remove or exceed the insider participation limit, to extend the term of an Award, to permit the transfer or assignment of RSUs or PSUs other than in March 2022accordance with the remaining 50%provisions of the Plan, or to expand the scope of Eligible Persons.
Common Shares Available for AwardsThe number of Shares that may be redeemedissued pursuant to this Plan, shall not exceed 6,000,000 Shares, provided that the aggregate number of Common Shares that may be issuable pursuant to the Aggregate Plans shall not exceed 3.75% of the then issued and outstanding Shares. Additionally, (i) the aggregate number of Shares issuable to any one (1) Participant pursuant to the Aggregate Plans within any one (1) year period shall not exceed 3.75% of the then issued and outstanding Shares; and (ii) the aggregate number of Shares that (A) are issuable at any time to Participants that are Insiders and (B) that are issued to Participants that are Insiders within any one (1) year period pursuant to the Aggregate Plans shall not exceed 3.75% of the then issued and outstanding Shares.
Assignability of AwardsAwards of RSUs and PSUs are not transferable or assignable, other than pursuant to the Plan in December 2022.the event of the death, incapacity or infirmity of the Participant.
Availability of AwardsAs of the Record Date for this proxy, after taking into account the awards granted under the Aggregate Plans, an aggregate of 8,033,371 awards are available for Grant pursuant to the Plan, representing approximately 3.98% of the Company's issued and outstanding Shares.



The 2024 Share Compensation Plan has been conditionally approved by the Board, NASDAQ and the TSX, subject to Shareholder approval at the Annual Meeting. To be effective, the 2024 Share Compensation Plan must be approved by a majority of the votes cast by the Shareholders present or represented by proxy at the Annual Meeting. If the 2024 Share Compensation Plan is approved at the Annual Meeting, the 2024 Share Compensation Plan will take effect at the close of business on the date of the Annual Meeting.

The Board believes that the approval of the 2024 Share Compensation Plan is in the best interests of the Company and recommends that Shareholders vote FOR the following resolution approving the Company’s 2024 Share Compensation Plan:
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BE IT RESOLVED, that the share compensation plan (the “2024 Share Compensation Plan”), a summary of which is set forth in the proxy statement of SSR Mining Inc. (the “Company”) dated April 12, 2024 (the “Proxy Statement”) and a copy of which is attached as “Appendix B” to the Proxy Statement is hereby approved, ratified and confirmed as the share compensation plan of the Company;

FURTHER RESOLVED, that as set forth in the 2024 Share Compensation Plan, a maximum of 3.75% of all of the common shares of the Company’s issued and outstanding from time to time is hereby allotted and reserved for issuance under the 2024 Share Compensation Plan, subject to the limitations set forth therein;

FURTHER RESOLVED, that the Company has the authority to continue granting share units under the 2024 Share Compensation Plan, until May 3, 2027, which is the date that is three (3) years from the date of the Annual Meeting at which such Shareholder approval is being sought.

FURTHER RESOLVED, that any one officer or director of the Company be and is hereby authorized and directed for and on behalf and in the name of the Company to execute, whether under the corporate seal of the Company or otherwise, and deliver all such documents and instruments, and to do or cause to be done all such other acts and things, as may be necessary or desirable to give effect to the foregoing.

The Board recommends you vote FOR the resolutions to approve the 2024 Share Compensation Plan. Unless otherwise instructed, the persons designated on the proxy card intend to vote FOR the resolutions to approve the 2024 Share Compensation Plan.
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MANAGEMENTREPORT OF THE COMPENSATION &
LEADERSHIP DEVELOPMENT COMMITTEE


On behalf of the Board, the Compensation Committee is responsible for the review and oversight of the Company’s executive compensation program, to ensure that it aligns with the Company’s strategic objectives and Shareholder value creation. The Compensation Committee reviews the remuneration and benefits of directors and executive management, establishes continuity plans for executives and other key employees, and makes recommendations to the Board as it deems appropriate.

Mr. Rod Antal is appointed Executive Chairman; however, he also serves as the principal executive officer of the Company. For purposes of this Compensation Discussion and Analysis, we refer to this role as the CEO.

Each of the members of the Compensation Committee has experience leading, and/or consulting with, various mining and extractive minerals companies and has a thorough understanding of the competitive environment of recruiting and retaining executive officers in these industries. All of the directors who currently comprise the Compensation Committee are independent according to the independence criteria of NASDAQ and as set forth in National Instrument 58-101 – Disclosure of Corporate Governance Practices for Canadian companies.

Shareholder Outreach

The Compensation Committee is committed to ensuring our executive compensation program is aligned with the performance of the Company and that we provide a forum for active dialogue with our Shareholders. The Company conducts a robust Shareholder outreach effort both before and after our annual Shareholder meeting. This effort includes outreach letters focused on explaining our compensation philosophy as well as a number of in-person meetings with various Shareholders. The Chair of the Compensation Committee and the Chief Legal & Administrative Officer, who is responsible for human resources across the business, attend each of these meetings.

Recommendations

The Compensation Committee has reviewed and discussed with management the Company’s Compensation Discussion and Analysis section of this Proxy Statement. Based on such review and discussions, the Compensation Committee has recommended to the Board that the Company’s Compensation Discussion and Analysis section be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

The foregoing Report of the Compensation Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates such information by reference.

Submitted by the Compensation and Leadership Development Committee

Thomas R. Bates, Jr., Chair
Simon A. Fish
Leigh Ann Fisher
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COMPENSATION DISCUSSION AND ANALYSIS

The following is a discussion of our executive compensation program for 2023 and is intended to be read in conjunction with the executive compensation tables that immediately follow, which provide further compensation information. All compensation information is presented as of December 31, 2023.

Compensation Philosophy

The Company’s overarching goal in setting executive compensation is to provide competitive compensation with a view to attract, motivate and retain highly qualified executive officers capable of achieving both the Company’s strategic and short-term performance objectives while ultimately creating and preserving long-term Shareholder value. This is accomplished with the following:

Market competitive positioning relative to peers balanced by compensation arrangements that are internally equitable, reflecting that the Company’s executives function as an integrated team;

Controlling G&A expenses by streamlining senior executive positions, with each NEO (as defined below) managing a significant portfolio of responsibilities;

Focus on “at-risk” compensation: a significant portion of NEO compensation is delivered in variable incentive compensation that is tied to the Company’s financial and operational performance; and

Minimize excessive or inappropriate risk-taking behavior with a focus on long-term compensation and significant share ownership guidelines. The largest component of incentive compensation for NEOs is delivered through long-term incentives with vesting periods of three (3) years.

What We Do
PWe pay for performancePWe maintain a robust clawback policy
PWe regularly review compensationPWe conduct an annual Say-on-Pay advisory vote
PWe promote retention with equity awards that vest over three yearsPWe have an anti-hedging policy and an insider trading policy
PWe have a double-trigger severance and equity vesting upon a change of controlPWe have director and executive officer share ownership guidelines
PWe design our compensation plans to mitigate undue risk-takingPWe have an independent Compensation and Leadership Development Committee, with all members being independent directors
What We Do Not Do
OWe do not guarantee incentive compensationOWe do not grant options
OWe do not reprice underwater optionsOWe do not provide tax gross ups to executives


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Named Executive Officers


The following table lists theour named executive officers of SSR Mining,(“NEOs”), their ages and a description of their business expertise, including positions held within SSR Mining and its predecessors. The executive officers named belowNEOs are presented as of December 31, 2023, which is prior to the implementation of the leadership transition described below.

On March 8, 2024, the Company announced a reorganization of key roles and responsibilities within its leadership team. As part of this reorganization, the Company appointed Michael J. Sparks, previously Executive Vice President, Chief Legal and Administrative Officer of the Company, as Executive Vice President, Chief Financial Officer, effective March 7, 2024. Mr. Sparks is retaining his responsibilities over legal and compliance. In addition, effective March 7, 2024, F. Edward Farid, previously Executive Vice President, Chief Corporate Development Officer, has been appointed to Executive Vice President, Chief Strategy Officer. Finally, effective March 7, 2024, Alison White, previously Executive Vice President, Chief Financial Officer, left the Company to pursue other opportunities. The terms of Ms. White’s departure are detailed in her separation agreement, which will serve in these capacities until their respective successors have been duly elected or until their earlier death, resignation, disqualification or removal from office. be included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the first quarter of 2024.

There are no family relationships between any of our directors and executive officers,NEOs, by blood, marriage or adoption.


Name
rod_antal_circle.jpg
Positions
Rod AntalPresident and Chief Executive OfficerChairman
Age: 5658Mr. Antal was appointed Executive Chairman of SSR Mining in June 2023. Previously, Mr. Antal serviced as President and Chief Executive Officer and a member of the Board of SSR Mining following the merger with Alacer Gold in September 2020. Prior to the merger, Mr. Antal held the position of President and Chief Executive Officer with Alacer Gold since August 2013 and prior to that, he served as Alacer’s Chief Financial Officer from May 2012 to August 2013. Mr. Antal has over 2530 years of global mining experience in various mineral and metal businesses, including precious metals. This experience spans both corporate roles and at various mine operating sites. Mr. Antal began his mining career working for Placer Dome in Papua New Guinea and then nearly 15 years within the Rio Tinto Group where he held various senior management positions.

Stewart J. BeckmanExecutive Vice President – Chief Operating Officer
Age: 54Stewart Beckman was appointed Executive Vice President, Chief Operating Officer of SSR Mining in September 2020. Stewart had served as the Chief Operating Officer of Alacer Gold since June 2016. He has more than 30 years of experience in the mining and mineral processing industry. Before joining Alacer, Stewart spent 19 years with Rio Tinto working across various product groups in senior leadership, minerals processing, mining operations and project development roles. His most recent roles were Global Lead for Group Working Capital Reduction, Senior Vice President Operations and Technical Development for Turquoise Hill Resources, and Director Oyu Tolgoi Expansion. Before joining Rio Tinto, Stewart spent seven years in a variety of operational and project development roles at Placer Dome.
Alison WhiteExecutive Vice President – Chief Financial Officer
alison_white_2.jpg
Age: 4244Alison White was appointed Executive Vice President, Chief Financial Officer of SSR Mining in March 2021.2021 and her employment with the Company ended in March 2024. She currently overseesoversaw accounting, finance, treasury, information technology and enterprise risk management. Alison has over 20 years of experience as a versatile finance professional with a track record of success in financial and operational roles. Prior to joining SSR Mining, Alison held various corporate and regional roles at Newmont Mining including serving as the Regional Chief Financial Officer for North America. Prior to joining Newmont, she was the Vice President of Internal Audit for a global water and natural resources engineering firm. Alison has leadership and financial experience across various industries holding roles at MWH Global (now Stantec), KPMG, ConAgra Foods, Sun Microsystems and Ernst and Young. Alison has a B.S. in Finance from the University of Colorado, Boulder, and a Master’s degree with an emphasis in accounting and is a licensed Certified Public Accountant.

eddy_farid.jpg
F. Edward FaridExecutive Vice President – Chief Corporate Development Officer
Age: 3739F. Edward Farid was appointed Executive Vice President, Chief Corporate Development Officer of SSR Mining in September 2020. Edward is responsible for the company’s strategy, M&A activities, commercial negotiations and investor relations functions. Edward previously served as the Senior Vice President, Business Development and Investor Relations for Alacer Gold since May 2017. He has more than 15 yearsnearly two decades of experience in mergers and acquisitions, business strategy and capital markets. Before joining Alacer Gold, Edward was a senior officer in the Metals and Mining group at Credit Suisse. In his capacity as an investment banker, he advised leaders in the gold mining sector on a variety of transactions including acquisitions, divestitures, joint ventures, streaming transactions, fairness opinions, defense advisory, and debt and equity financings. Edward holds a Bachelor of Commerce degree in Finance from McGill University in Canada.

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Michael J. SparksExecutive Vice President – Chief Legal and Administrative Officer
michael_sparks.jpg
Age: 4042Michael Sparks was appointed Executive Vice President, Chief Legal and Administrative Officer & Corporate Secretary of SSR Mining in September 2020. Michael has global responsibility for the Company’s legal, human capital administration, and information securityadministration functions. Previously, Michael served as the Chief Legal Officer for Alacer Gold Corp. since 2012. Michael has more than ten years of international legal and management experience, primarily in the natural resources industry. Before joining Alacer Gold, Michael worked at King & Spalding LLP in Houston, Texas and subsequently at Davis Graham & Stubbs LLP in Denver, Colorado. He holds a Bachelor’s degree in Human Resource Management from Utah State University, a Juris Doctorate degree from Vanderbilt University Law School, and a Master of Business Administration from the University of North Carolina Kenan-Flagler Business School.

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COMPENSATION DISCUSSION AND ANALYSIS
bill_macnevin.jpg

The following is a discussion of our executive compensation program for 2021 and is intended to be read in conjunction with the executive compensation tables that immediately follow, which provide further compensation information. Our named executive officers (“NEOs”) for fiscal year 2021 were:

Rod AntalPresident and Chief Executive Officer
Stewart J. BeckmanWilliam MacNevinExecutive Vice President – Chief Operating OfficerOperations and Sustainability
Alison White(1)
Age: 58
William (Bill) MacNevin was appointed Executive Vice President, – Chief Financial Officer
F. Edward FaridOperations and Sustainability of SSR Mining in January 2023. Bill has over 35 years of international experience in the mining industry, having held senior operational and corporate roles across Placer Dome, Newmont and most recently Barrick Gold. He has worked in Papua New Guinea, Australia, Tanzania, Zambia, Peru, Dominican Republic, Argentina and USA. Prior to joining SSR Mining Bill held the position of Processing and Engineering Lead for Barrick Gold which came after he worked as the Executive Vice President – Chief Corporate Development Officer
Michael J. SparksExecutive Vice President – Chief LegalGeneral Manager of the Pueblo Viejo Joint Venture. Bill’s previous roles include CEO of Barrick Nevada and Administrative Officer
Gregory J. Martin(2)
Former Executive Vice President – Chief Financial Officer
____________________
(1) Ms. White joined the Company effective March 31, 2021.
(2) Mr. Martin left the Company effective February 26, 2021.General Manager at Lumwana, among other senior positions. Bill attended James Cook University and received a Graduate Diploma in Mineral Processing Technology from Latrobe University.


Compensation Philosophy

The Company’s overarching goal in setting executive compensation is to provide competitive compensation with a view to attract, motivate and retain highly qualified executive officers capable of achieving both the Company’s strategic and short-term performance objectives while ultimately creating and preserving long-term Shareholder value. This is accomplished with the following:

Market competitive positioning relative to peers balanced by compensation arrangements that are internally equitable, reflecting that the Company’s executives function as an integrated team;

Focus on “at-risk” compensation: a significant portion of NEO compensation is delivered in variable incentive compensation that is tied to the Company’s financial and operational performance; and

Minimize excessive or inappropriate risk-taking behavior with a focus on long-term compensation: the intent of the Company is that the majority of incentive compensation for NEOs is delivered through long-term incentives with vesting periods of three (3) years.

What We Do
PWe pay for performancePWe maintain a robust clawback policy
PWe regularly review compensationPWe conduct an annual Say-on-Pay advisory vote
PWe promote retention with equity awards that vest over three yearsPWe have an anti-hedging policy and an insider trading policy
PWe have a double-trigger severance and equity vesting upon a change of controlPWe have director and executive officer share ownership guidelines
PWe design our compensation plans to mitigate undue risk-takingPWe have an independent Compensation & Leadership Development Committee, with all members being independent directors
What We Do Not Do
OWe do not guarantee incentive compensationOWe do not grant options to non-executive directors
OWe do not reprice underwater optionsOWe do not provide tax gross ups in connection with change of control severance payments


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Board Oversight and Compensation Governance


On behalf of the Board, the CLDCompensation Committee is responsible for the review and oversight of the Company’s executive compensation program, to ensure that it aligns with the Company’s strategic objectives and Shareholder value creation. The CLDCompensation Committee’s purpose, with respect to compensation matters, is to review the remuneration and benefits of directors and executive management, to establish a plan of continuity for executives and other key employees, and to make recommendations to the Board as it deems appropriate.


The Board has overall responsibility for the oversight of the Company’s risk management plans, policies and practices. The CLDCompensation Committee is responsible for overseeing compensation policies and practices to ensure incentives do not encourage executives to take risks that would be reasonably likely to have a material adverse effect on the Company. The CLDCompensation Committee has adopted a number of practices that are aligned with best governance practices and serve to ensure that the compensation program does not encourage excessive risk-taking. The Company has adopted the following governance programs to assist in the management of its compensation program:


u Say on Pay and Shareholder Engagement: The Company has voluntarily adopted an annual say on pay vote to strengthen shareholder engagement and conducts an extensive shareholder outreach program.


u External Independent Advice: The CLDCompensation Committee engages an independent compensation consultant to provide an external perspective on market and best practices, governance and regulation, and compensation pay levels and practices.


u Peer GroupBenchmarking:The Company benchmarks compensation against a comparator group of similarly sized and situated North American mining companies, as described in more detail in the Compensation Decision-Making ProcessProcess” section of this Proxy Statement, below.


u Anti-Hedging: NEOs are prohibited from selling, purchasing or trading of derivative securities of the Company, including put or call options or other derivative securities, which are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by the NEO.


u Executive Incentive Compensation Recoupment Policy (“Clawback Policy”): The Company has revised its Clawback Policy to align with the final clawback rules adopted by the SEC in October 2022. Under this policy,the
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revised Clawback Policy, except in very limited circumstances defined by the SEC rules, the Company may requirerequires the reimbursement of all or a portion of any performance-based incentive compensation paid to ana current or former executive officer in the event of a financial statement restatement duethat either corrects an error that is material to previously issued financial statements, or corrects an error that would result in a material misstatement if the executive officer’s gross negligence, intentional misconducterror were corrected, or fraud which caused or contributed to the Company’s non-compliance which resultedleft uncorrected, in the restatement.current period. Under the Clawback Policy, the Company maywill recoup incentive compensation received during the three (3) fiscal years preceding the restatement which is in excess of the compensation that would have been paid to the executive under the restatement. The Clawback Policy also provides for an additional discretionary clawback if an executive officer commits certain bad acts set forth in the policy, even if such bad acts do not result in a restatement. A copy of the Company’s Clawback Policy is attached as an exhibit to the Company’s Annual Report on Form 10-K.


u Robust Insider Trading Policy: The policy restricts executives, the Board and certain other officers and employees from trading, directly or indirectly, in the Company’s securities or in derivatives related to the Company’s securities during times when “material information” concerning the Company exists that has not been disseminated. The Company’s Insider Trading Policy is available on the Company’s website and is also attached as an exhibit to the Company’s Annual Report on Form 10-K.


u Conflicts. of Interest: Directors and executives are required to disclose any potential conflict of interest in any issue brought before the Board and must refrain from participating in the Board’sany discussion and voting on the matter. Any potential conflict of interest is resolved by directors or executives, as applicable, independent of such conflict.


Compensation-Related Risk


A significant portion of NEO compensation is delivered in variable incentive compensation that is tied to the Company’s financial and operational performance and personal performance objectives. The Company’s incentive programs are designed to motivate high performance and deliver value to executives that is aligned with Shareholders while also effectively recognizing, and mitigating, risk. Examples of these designs include:


u Capped Incentive Opportunities; No Guaranteed Minimums. Annual short-term incentive compensation is capped at two times target. Long-term incentive awards track the share price, cap the performance multiplier at two times target and include the possibility of zero payout.
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u Relative Performance Measurement. A significant portion of an NEO’sour NEOs’ long-term incentive opportunity is based on the Company’s total shareholder return (TSR)(“TSR”) performance relative to its industry peers, meaning participants have no particular incentiveensuring that executive compensation aligns to behave in ways that may maximize their short-term incentive compensation payouts at the expense of long-term share performance.


u Vesting Periods. Long-term incentive awards vest over a three-year period.


u Stress-testing Outcomes. Actual and potential performance scenarios are analyzed to ensure that the value of the incentive awards granted to NEOs is appropriately linked to performance.performance and value created for Shareholders.


The Compensation Committee also conducted a thorough risk assessment with its outside advisers to determine if our executive compensation programs and practices are reasonably likely to have a material adverse effect on the Company. No material risks were identified.

Compensation Decision-Making Process


The CLDCompensation Committee receives advice from its independent compensation consultant and reviews competitive compensation data on a regular basis to help inform pay decisions and program changes for the following fiscal year, but ultimately relies on its own independent judgment in determining compensation arrangements for NEOs. The CLDCompensation Committee approves compensation adjustments by taking into consideration competitive market data, corporate and individual performance, succession plans and other factors, as appropriate.


NEO compensation, other than that of the President and Chief Executive Officer (“CEO”),CEO, is recommended by the President and CEO and reviewed and approved by the CLDCompensation Committee. The compensation of the President and CEO is recommended by the CLDCompensation Committee and
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approved by the Board, in each case without the President and CEO present during discussions and voting. The CLDCompensation Committee also reviews and recommends performance targets related to the annual and long-term incentive programs for approval by the Board each year.


Peer Group


We believe that NEO compensation should align with the Company’s increasing size and shareholder experience, so eachoperational characteristics. Each year the CLDCompensation Committee benchmarks the compensation of its NEOs against a peer group comprised of North American mining companies that are generally of similar size (revenue and market capitalization), operate with a similar geographic span and are at the same stage of development as the Company. As part of our normal practice and in consultation with our independent compensation consultant, the CLDCompensation Committee regularly reviews compensation levels and compensation programs for our NEOs against compensation levels of the comparator companies. Our peer group currentlyfor 2023 consists of the following companies:


Peer Group
Peer Group
Agnico Eagle Mines LimitedEldorado Gold CorporationKinross Gold Corporation
Alamos Gold Inc.Endeavour Mining CorporationNewcrest Mining Limited
AlamosB2Gold Corp.Equinox Gold Inc.Corp.OceanaGold Corporation
Centerra Gold Inc.Hecla Mining CorporationOceanaGold Corporation
B2Gold Corp.IAMGOLD CorporationPan American Silver Corp.
Centerra GoldCoeur Mining Inc.Kinross GoldIAMGOLD CorporationYamana Gold Inc.
Eldorado Gold Corporation


Our peer group was adjusted in 2023 to remove Yamana Gold Inc. as a result of its acquisition by Pan American Silver Corp. In place of Yamana Gold Inc., the Company has added Coeur Mining to its peer group. The Company reviews the peer companies list annually, recommending any changes for consideration and approval by the CLDCompensation Committee. The competitive market data is one input the CLDCompensation Committee considers in making pay decisions for NEOs, in addition to a number of incumbent-specific considerations.


Compensation Consultants


Meridian Compensation Advisory Partners (“Meridian”) has been retained by the Compensation Committee to be the Company’s independent compensation advisor since 2013 and reports to the Chair of the CLDCompensation Committee. MeridianCompensation Advisory Partners provides independent advice on compensation matters and input on the Company’s compensation philosophy and programs. MeridianCompensation Advisory Partners also completes the competitive compensation benchmarking for the Company’s executives and directors and assists with governance and disclosure matters. In 2021,The Board has determined that Compensation Advisory Partners does not have any conflicts of interest with the Company or the Board. The Company transitioned to Compensation Advisory Partners in June 2023, and paid $69,435$113,395 in fees to Meridian,for the services provided since June 2023, all of which represented executive compensation-related fees. Prior to retaining Compensation Advisory Partners, the Company’s compensation advisor was Meridian Compensation Partners, and paid $25,345.38 for the services provided in the first half of 2023. The bulk of the Company’s needs for compensation advisement arises in the second half of the year, which accounts for the variance in fees paid.

31



Say on Pay


The Board believes in continually enhancing our corporate governance practices and values the Shareholder perspective. Accordingly, we provide Shareholders the opportunity to vote on the Company’s approach to executive compensation through an annual “Say on Pay” advisory vote. At the Company’s 2021 Annual and Special Meeting, 96.04%2023 annual meeting, 89.53% of Shareholders whoshares voted cast their votewere in favor of the Company’s non-binding resolution on executive compensation. This result is substantially similar to the approval rate over the previous five years and evidences strong shareholderShareholder support for the Company’s executive compensation program.



38


Elements of Compensation

The Company’s executive compensation plan is designed to emphasize Share ownership and at-risk compensation. For 2022, compensation for NEOs consists of:

a competitive base salary,
an annual incentive opportunity, and
long-term incentives in the form of Performance Share Units (“PSUs”) and Restricted Share Units (“RSUs”).

The design of the annual cash and long-term equity incentives provides an effective and appropriate mix of incentives to help ensure performance is focused on long-term value creation and does not encourage the taking of short-term risks at the expense of long-term results.

The charts below set forth the relative weighting of the target compensation package for our President and CEO and the average of our other NEOs.


The Company’s executive compensation plan is designed to emphasize share ownership and at-risk compensation. For 2023, compensation for NEOs consisted of:

a competitive base salary,
an annual incentive opportunity,
long-term incentives in the form of PSUs and RSUs,
standard retirement and insurance benefits paid to all employees in their domiciles, and
de minimis perquisites.

The design of the annual cash and long-term equity incentives provides an effective and appropriate mix of incentives to help ensure performance is focused on long-term value creation and does not encourage the taking of short-term risks at the expense of long-term results.

The charts on the right set forth the relative weighting of the target compensation package for our President and CEO and the average of our other NEOs.
CEO Elements of Comp.jpg
Percentages do not total 100% due to rounding adjustments.
ceoelementsofcompa.jpgOther NEO Elements of Comp.jpg
neoelementsofcompa.jpg
____________________
(1) Numbers are rounded and may not add to 100%


Base Salary


Base salary is an element of fixed compensation that is competitive in the marketplace and intended to attract and retain individuals who can contribute to our growth as an operating mining company. Individual base salary recommendations for each NEO are primarily based on the experience of the executive officer, past performance, anticipated future contribution, internal value of the executive officer’s position and comparisons to the base
32


salaries offered by comparable North American based mining companies, as well as other relevant considerations. These salaries were effective as of January 1, 2022:December 31, 2023:


NEONEO20222021Percentage ChangeNEO20232022Percentage Change
Rod AntalRod Antal1,000,000 932,000 %Rod Antal1,075,000 1,000,000 1,000,000 %
Stewart J. Beckman550,000 520,000 %
Alison WhiteAlison White525,000 400,000 31 %Alison White550,000 525,000 525,000 %
F. Edward FaridF. Edward Farid515,000 490,000 %F. Edward Farid550,000 515,000 515,000 %
Michael J. SparksMichael J. Sparks500,000 460,000 %Michael J. Sparks540,000 500,000 500,000 %
Bill MacNevin(1)
Bill MacNevin(1)
525,000 — — %
____________________
(1) Mr. MacNevin joined the Company effective January 1, 2023.
(1) Mr. MacNevin joined the Company effective January 1, 2023.
(1) Mr. MacNevin joined the Company effective January 1, 2023.


Mr. Antal has not received any additional compensation for his service on the Board and he has not, and will not, receive any additional compensation for his continued service as the Executive Chairman. Mr. Antal will be paid solely in his capacity as CEO.

Short-Term Incentive Compensation


Short-term incentive compensation (“STI”) awards are based on the Company’s financial and operational results, as well as individual performance. Each NEO’s target awards are expressed as a percentage of base salary, while performance results are weighted between company goal achievement and personal goal achievement. The President and
39


CEO’s performance results are weighted 100% on company performance. The performance results for the other NEOs are weighted 80% on company performance and 20% on personal performance.


CEO STI.jpg
NEO STI.jpg

33



Actual payouts under the STI plan could range from zero to two times an executive’s target incentive opportunity, based on the achievement of performance goals. For 2022,2023, the following table illustrates the minimum, target, and maximum payout opportunity for each NEO:


% of Salary
% of Salary% of Salary
NEONEOMinimumTargetMaximum NEOMinimumTargetMaximum
Rod AntalRod Antal0%115%230%Rod Antal0%115%230%
Stewart J. Beckman0%75%150%
F. Edward FaridF. Edward Farid0%75%150%
Alison WhiteAlison White0%75%150%Alison White0%75%150%
F. Edward Farid0%75%150%
Michael J. SparksMichael J. Sparks0%75%150%Michael J. Sparks0%75%150%
Bill MacNevinBill MacNevin0%75%150%


No changes were made to the NEOs’ STI minimum, target, and maximum payout opportunities in 2023 as compared to those in 2022.

Long-Term Incentive Compensation


The Company’s long-term incentive program is designed to align executive compensation with the Company’s long-term performance and consists of annual grants of PSUs (60% weight) and RSUs (40% weight). Each NEO is eligible for a target annual long-term incentive plan (“LTIP”) award expressed as a percentage of base salary.

The following table illustrates the current target2023 LTIP opportunities for each NEO:


NEOTarget Award
(% of salary)
PSUsRSUsTotal
Rod Antal180%120%300%
Stewart J. Beckman105%70%175%
Alison White90%60%150%
F. Edward Farid90%60%150%
Michael J. Sparks90%60%150%
40



Target Award
(% of salary)
NEOPSUsRSUsTotal
Rod Antal180%120%300%
Alison White90%60%150%
F. Edward Farid90%60%150%
Michael J. Sparks90%60%150%
Bill MacNevin90%60%150%

No changes were made to the NEOs’ LTIP opportunity percentages in 2023 as compared to those in 2022.

PSUs represent notional units that track the market value of the Company’s Shares during the vesting period, providing strong alignment with Shareholder interests. PSU performance metrics expand beyond TSR relative to the Company’s compensation peer group to also include gold production and a return on capital invested metric thereby strengthening the link between compensation and sustainable long-term performance. PSU awards cliff vest after three years and are subject to three-year performance objectives.

The Board has determined that vested PSU awards will be redeemed in cash.
LTI Metrics.jpg

34



RSUs also represent notional units that track the market value of the Company’s Shares. RSU awards are intended to provide a highly retentive element of compensation and are time-based, vesting one-third each year over a three-year period. The Board has determined that vested RSUs will be redeemed in Shares.


From time to time, the Compensation Committee may approve special incentive programs for the Company’s executives in the form of project-related grants of RSUs, PSUs or a cash incentive. These incentive programs are reserved for significant projects and performance results are tied to specific project milestones, such as project capital, timeline delivery, etc. Prior to approving a project-based incentive program, the Compensation Committee considers the program’s alignment with Shareholder interests and the Company’s goals and performance.

Benefits and Perquisites


NEOs are eligible for benefits provided to all salaried employees, including health care coverage and life/disability insurance protection. Generally, it is not the practice of the Company to provide NEOs with perquisites including housing and/or car allowances. However, on a case-by-case basis, the Company may provide such benefits if required to attract key executives.


2021

41


2023 Compensation Results


STI Compensation Results


The Board approves STI performance goalsobjectives each year based upon the recommendation of the CLDCompensation Committee. When setting goals,the objectives, the Board strives to make them challenging but achievable. The CLDCompensation Committee receives reports at each regularly scheduled meeting on the progress towards achievement of the corporate objectives and consults with other Board committees on performance related to various STI objectives as appropriate. The design of the STI performance goalsframework relies on a balanced scorecard addressing key categories of safety, environmental &and sustainability, production and costs, and strategic initiatives. The strategic initiatives for the Company are set by the Board annually, prior to the start of the applicable calendar year, and may include, among others, growth in production, reduction in costs, reserve and resource growth, new asset discovery and rationalizing the asset portfolio.


The Company’s 2021achievement of STI performance objectives are evaluated in respect of each applicable calendar year, with final results were outstanding despite the many challenges faced and the added effort devoted to the internal changes and transformationmeasured as of December 31 of the organization following the merger with Alacer Gold Corp. in the third quarter of2020. The Company delivered on its safety, operating, cost, internal growth and strategic commitments, and added considerable value to Shareholders through organic growth, portfolio discipline rationalization, and meaningful yield. In relation to its Environment and Sustainability initiatives, good progress was made but the Company fell short of its desired outcome and therefore this metric resulted in a zero-payout.applicable calendar year. The results for the 20212023 Company STI metrics take into account achievements of the Company during the 2023 calendar year, during which the Company achieved production guidance and record gold ounces produced at our Marigold mine operation and record silver ounces produced at our Puna mine operation. The Company delivered strong capital returns to Shareholders, and completed the year with a strong balance sheet, including a substantial cash balance and an increased revolving credit facility. Safety performance at our operation sites also improved in 2023 as compared to 2022 with the development of new site safety plans, including prevention and incident reporting, and a stronger focus on employee engagement in safety discussions. With respect to the strategic component of the 2023 Company STI metrics, the Company delivered on multiple strategic goals, including strong near-mine exploration success, refreshed mineral reserve and resource figures, and updated technical report summaries for all material assets.

The Board also considered several strategic transactions completed by the Company during the 2023 calendar year, including the Company’s entry into agreements to sell its Sunrise Lake Property and San Luis Project for a 4% net smelter return royalty on each project, and the reinvestment of non-core asset-sale proceeds in high return and low capital intensity projects such as the acquisition of an interest in, and operational control of, the Hod Maden gold-copper development.

As a result, the Company STI metrics scorecard resulted in a 77.59% payout.

The Çöpler Incident occurred after the 2023 Company STI metrics were measured and will, therefore, be considered in the Board’s evaluation of the 2024 Company STI results.

42


The results for the 2023 Company STI metrics are illustrated in the following table:


35


2023 STI GoalMetric Weight
Threshold(1) Goal
(50%)
Target Goal
(100%)
Stretch Goal
(200%)
2023
 Performance
2023 Payout %
Safety
TRIFR(2)
5%TRIFR - 2021
2.47
TRIFR - 2021
5% reduction
2.35
TRIFR - 2021
10% reduction
2.22
2.110.00%
Leadership in the Field (LIF)(3)
5%Quality LIF training completed.
>90% of interactions
completed against target
(Approximately 46,000)(3)
100% of interactions
completed against target
(Approximately 51,000)(3)
135% of interactions
completed against target
(Approximately 69,000)(3)
78,69710.00%
Environmental & Sustainability
Threshold(1) Goal (50%)
Target Goal (100%)Upper Target (150%)
Improving Environmental Performance5%>70% of Water Management Plan Complete>85% of Water Management Plan Complete>100% of Water Management Plan Complete100%10.00%
Sustainability5%Maintain local employment and procurement opportunities at 2022 baseline levelsIncreased local employment and/or procurement opportunities by 5%Increased local employment and
procurement opportunities by 5%
Increased local employment and
procurement opportunities by 5%
10.00%
Production and Costs
Threshold(1) Goal (50%)
Target Goal (100%)Upper Target (150%)Stretch Goal (200%)
Gold-Equivalent Ounces Produced (100% basis)30%700,000
(Lower Guidance)
740,000
(Mid-point Guidance)
780,000
(Upper Guidance)
810,000
(Upper Guidance plus 30,000 ounces)
706,89417.59%
AISC per ounce (IFRS basis)(4)
30%$1425/ounce
(Upper Guidance)
$1395/ounce
(Mid-point Guidance)
$1365/ounce
(Lower Guidance)
$1335/ounce
(Lower Guidance minus $30/ounce)
$1,461/ounce0.00%
Strategic
Threshold(1) Goal (50%)
Target Goal (100%)Upper Target (200%)
As defined by the Board(5)
20%Board determination at year endBoard determination at year endBoard determination at year end100%20.00%
Total100%77.59%
____________________
(1) If actual Company performance falls between the Threshold Goal and Target Goal or between the Target Goal and the Stretch Goal performance categories, the actual performance will be calculated based upon a straight line interpolation.
(2) If fatality occurs at any company location, the TRIFR metric defaults to 0.
(3) Number of interactions based on organizational structures and defined metrics.
(4) AISC is a non-GAAP measure. For an explanation of the calculation, please refer to “Appendix A” attached to this Proxy Statement.
(5) Annually, the Board determines a set of key strategic initiatives for the Company. These initiatives may include metrics around resource replacement, system efficiencies, talent development, or other transformational initiatives. These strategic initiatives are reviewed and evaluated as part of the year-end process and are discussed briefly above.
2021 STI GoalMetric WeightThreshold Goal (50%)Target Goal
(100%)
Stretch Goal (200%)2021 Deemed Performance2021 Payout %
Safety
Total Recordable Injury Frequency Rate5%4.8
(5% improvement over 2020)
4.3
(15% improvement over 2020)
3.6
(30% improvement over 2020)
2.4710.00%
Critical Control Implementation5%60% Compliance80% Compliance90% Compliance93%10.00%
Implementation of the IMS5%IMS developed and ready for implementation>75% functional implementation>90% functional implementation81%7.00%
Environmental & Sustainability
Improving Rate of Environmental Incidents5%7.57.16.710.60.00%
Production and CostsThreshold Goal (50%)Target Goal (100%)Upper Target (150%)Stretch Goal (200%)
Gold-Equivalent Ounces Produced (100% basis)30%720,000 Au oz760,000 Au oz800,000 Au oz840,000 Au oz794,456 Au oz42.92%
AISC per ounce (IFRS basis)(1)
30%$1,110/oz$1,080/oz$1,050/oz$1,020/oz
$1,019/oz(2)
60.00%
StrategicThreshold Goal (50%)Target Goal (100%)Stretch Goal (200%)
As defined by the Board(3)
20%Board determination at year endBoard determination at year endBoard determination at year endExceeded40.00%
Total100%169.92%
____________________
(1) AISC is a non-GAAP measure. For an explanation of the calculation, please refer to “Appendix A” attached to this Proxy Statement.
(2) The AISC per ounce Goals and 2021 Deemed Performance are designed to flex for uncontrollable factors, such as exchange rates and diesel prices, among other factors which are determined by the CLD Committee each year, to prevent STIPs from being unduly benefited or penalized by factors outside of the Company’s or any employee’s control.
(3) Annually, the Board determines a set of key strategic initiatives for the Company. These initiatives may include metrics around resource replacement, system efficiencies, talent development, or other transformational initiatives. While these strategic initiatives are not disclosed, they are reviewed and evaluated as part of the year-end process.


The individual performance component for each NEO consisted of financial and operational measures specific to each NEO’s area of responsibility. These may include, but are not limited to, production, project management, cost reduction, health and safety, organizational development, and other strategic objectives. The CEO reviewed individual performance for the other NEOs and recommended to the CLDCompensation Committee an individual performance factor ranging from 0% - 200% of target.


NEOCorporateIndividual2021 Score
WeightScoreWeightScore(% of Target)
Rod Antal100%X169.92%+N/AXN/A169.92%
Stewart J. Beckman80%169.92%20%150%165.94%
Alison White80%169.92%20%155%166.94%
F. Edward Farid80%169.92%20%160%167.94%
Michael J. Sparks80%169.92%20%155%166.94%
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CorporateIndividual2023 Score
NEOWeightScoreWeightScore(% of Target)
Rod Antal100%X77.59%+N/AXN/A77.59%
Alison White80%77.59%20%70%76.07%
F. Edward Farid80%77.59%20%105%83.07%
Michael J. Sparks80%77.59%20%100%82.07%
William MacNevin80%77.59%20%115%85.07%

LTI Compensation Results


AtThe 2021 PSU performance metrics consist of three equally weighted metrics: gold-equivalent ounces produced, return on investment (“ROI”) and relative total shareholder return. Each metric is measured over the time of the merger with Alacer Gold Corp. in September 2020 (the “Alacer Transaction”), outstanding equity grants for the Executive team were assumed by the Company. While 50% of the total-shareholder return metric was locked based on performance up to the date of the Alacer Transaction, the other metrics and remaining 50% of the total-shareholder return metric continued through the end of theapplicable three-year performance period. The production and cost metrics measure performance against the weighted average of the three (3) one-year budgets. The ROI metric measures the Company’s investment return over the performance period against a target percentage set by the Board at the time of grant. The relative TSR measures the stock price performance over the performance period relative to our peer group. The table below
36


outlines the results of the three-year production, all-in-sustaining-costs and total shareholder return performance metrics for the 20192021 PSU Awards for whichover the performance period ended on December 31, 2023 (the “2021 PSUs”). The 2021 and which vestedPSUs vest on January 1, 2022 (the “2019 PSUs”).2024.


LTI GoalBudgetResultBudget WeightScoreWeighted Score
Production
2019379,000391,21325.62%132.224%33.881%
2020340,000340,000(1)22.99%100.000%22.987%
2021760,099794,45651.39%145.201%74.618%
Total1,479,0991,525,669100.00%131.485%
Production Score Target25.00
Production Score Achieved32.87
AISC
2019$691$66825.62%133.285%34.153%
2020$762$762(1)22.99%100.000%22.987%
2021$1,079$1,01951.39%155.607%79.965%
Total100.00%137.105%
AISC Score Target25.00
AISC Score Achieved34.28
TSR<25 Percentile50 Percentile>75 PercentilePercentile AchievedScore Achieved
0%100%200%>75%200.00%
TSR Score Target50.00
TSR Score Achieved100.00
PSU Score Achieved167.15%
____________________
(1) In connection with the merger of the Company and Alacer Gold Corp, the production and AISC metrics for the merger year (2020) were set at target.
LTI Performance MetricTargetPerformanceWeightingResultWeighted Result
Production (1/3)
2021760,099 794,456 33.609%145.201%48.801%
2022740,536 623,819 32.744%0.000%0.000%
2023760,957 706,894 33.647%28.954%9.742%
Total2,261,592 2,125,169 100%58.543%
Production Score Achieved19.51413819
ROI (1/3)
2021— — 33.333%200%66.667%
2022— — 33.333%0.000%0.000%
2023— — 33.333%200%66.667%
Total99.999%133.334%
ROI Score Achieved44.44422222
TSR (1/3)<25 Percentile50 Percentile>75 PercentilePercentile AchievedScore Achieved
0%100%200%14.3%0.000%
TSR Score Achieved0.000
PSU Score Achieved63.96%


The performance metrics outlined above equatedequate to an 167.15% payout ona 63.96% performance score for the 20192021 PSUs. For the NEOs who were granted PSUs in 2019, the table above explains the final performance factor, and2021, the following table sets out the actual payout results.payouts to be made after such PSUs vest.


Name
2019 PSU
Grants(1)
Vest Date
5-Day VWAP
Vest Date
Value
FX RateVest Date
Value
Performance
Score
Payout Value
2021 PSU GrantsVest Date 30-Day VWAPVest Date ValueFX RateVest Date ValuePerformance ScorePayout Value
NameName(#)(C$)($)(%)($)Name(#)(C$)($)(%)($)
183,970 22.477 4,135,085 0.7888 3,261,755 167.15 5,452,023 
Stewart J. Beckman54,694 22.477 1,229,363 0.7888 969,721 167.15 1,620,889 
Alison White
F. Edward FaridF. Edward Farid51,276 22.477 1,152,528 0.7888 909,114 167.15 1,519,584 
Michael J. SparksMichael J. Sparks42,388 22.477 952,752 0.7888 751,531 167.15 1,256,184 
____________________(1) The 2019 PSUs were granted under the legacy compensation framework for executives at Alacer Gold Corp. and represent the significant value creation associated with the merger between Alacer Gold Corp. and the Company.


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Executive Share Ownership Guidelines


We strongly support Share ownership by our executives and the Board reviews our Share ownership guidelines annually. Each NEO is expected to reach a prescribed level of Share ownership within five (5) years from their date of hire or appointment based on their role.The President and Chief Executive OfficerCEO is expected to own Shares representing at least five times his or her annual base salary; all other NEOs are expected to own Shares representing at least two times their respective annual base salaries.In addition to Common Shares beneficially owned, the full value of RSUs held by an executive officer are included when determining the value of Common Shares held by an executive. Executive officers are expected to use the after-tax cash proceeds from the exercise of options or the redemption of vested PSUs and RSUs to achieve their share ownership requirement. Currently,

NEO Share Ownership as of December 31, 2023 is outlined in the below table. We acknowledge there has been a Share price decline since the end of 2023; however, as of the date of this Proxy Statement, all NEOs arecontinue to be in compliance, or have time to be in compliance, with ourthe Share ownership guidelines.
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Base SalaryShareholding RequirementsCommon Shares Beneficially OwnedNumber of RSUs Subject to Vesting
Number of PSUs(1) Subject to Vesting
Value of Total Holdings(2)
Shareholding Requirements Met
NEO($)($)(#)(#)(#)($)
Rod Antal1,075,000 5,375,000 691,505 153,641 162,946 10,847,064.54 Yes
Alison White550,000 1,100,000 16,666 45,683 55,681 1,270,002.80 Yes
F. Edward Farid550,000 1,100,000 76,625 39,525 42,089 1,702,646.26 Yes
Michael J. Sparks540,000 1,080,000 102,268 38,445 40,661 1,951,584.24 Yes
Bill MacNevin525,000 1,050,000 — 91,482 16,011 1,156,624.68 Yes
____________________
(1) Pursuant to our Share Ownership Guidelines, 50% of granted PSUs are included in the calculation to meet the guidelines.
(2) Assumes a market value of $10.76 for each share, which is the close price on the NASDAQ as of December 29, 2023.

Employment Agreements


The Company has employment agreements with each of the NEOs, which provide for participation in any bonus or incentive compensation plans that are available to senior management, as well as participation in any long-term incentive programs introduced for senior management. Termination payments in these agreements may be suspended or terminated if the NEO breaches any of the restrictive covenants in the agreement. For a description of the severance benefits provided in the employment agreement, see the narrative description following the changePotential Payments upon Termination or Change in control table.Control” section of this Proxy Statement.
3845



EXECUTIVE COMPENSATION TABLES


Summary Compensation Table


The following table summarizes the compensation granted and/or earned by our NEOs for the 2021, 2020,2023, 2022, and 20192021 fiscal years.


Name and Principal PositionYearSalary
Share- Based Awards(1)
Option-Based AwardsNon-Equity Incentive Plan CompensationChange in Pension Value and Nonqualified Deferred Compensation EarningsAll Other CompensationTotal Compensation
($)($)($)($)($)($)($)
Rod P. Antal2021932,000 2,796,000 — 1,821,202 — 23,200 (2)5,572,402 
President & Chief Executive2020758,000 2,100,000 — 1,136,773 — 17,100 4,011,873 
Officer2019672,719 5,866,850 — 1,187,268 — 16,800 7,743,637 
Stewart J. Beckman2021520,000 910,000 — 647,150 — 23,200 (2)2,100,350 
Executive Vice President &2020441,250 726,250 — 472,208 — 17,100 1,656,808 
Chief Operating Officer2019400,000 2,133,749 — 497,031 — 70,920 3,101,700 
Alison White(3)
2021302,888 1,200,000 — 500,808 — 23,200 (2)2,026,896 
Executive Vice President &2020— — — — — — — 
Chief Financial Officer2019— — — — — — — 
F. Edward Farid2021490,000 735,000 — 617,164 — 39,200 1,881,364 
Executive Vice President & Chief2020415,000 585,000 — 381,512 — 17,100 1,398,612 
Corporate Development Officer2019375,000 1,644,952 — 366,023 — 16,800 2,402,775 
Michael J. Sparks2021460,000 690,000 — 575,929 — 47,717 (2)(4)1,773,646 
Executive Vice President & Chief2020362,500 495,000 — 334,960 — 113,623 1,306,083 
Legal and Administrative Officer2019310,000 1,367,046 — 299,789 — 16,800 1,993,635 
Gregory J. Martin202181,667 857,500 — — — 3,195,239 (2)(5)4,134,406 
Executive Vice President &2020367,314 237,796 237,685 377,056 — 29,079 1,248,930 
Chief Financial Officer2019320,069 233,422 233,265 314,948 — 25,606 1,127,310 
____________________
(1) The amounts in this column represent the USD fair value of the RSUs and/or PSUs on the grant date computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718). The assumptions made, if any, when calculating the amounts in this column are found in Note 7 to the Consolidated Financial Statements of SSR Mining Inc. and its subsidiaries, as filed with the SEC on Form 10-K for 2021. The amounts reported in the Summary Compensation Table for the PSUs are the value at the grant date as determined in accordance with ASC 718, which assumes a payout at target. The maximum value of the PSUs is 200% of target.
(2) Amount includes the Company’s matching contribution portion of the NEOs voluntary contributions to the 401(k) plan, group RRSP and SERP.
(3) Ms. White joined the Company effective March 31, 2021.
(4) Amount includes $24,517, which is the value of certain education reimbursement benefits provided to Mr. Sparks pursuant to the Company's executive development and tuition reimbursement program.
(5) Mr. Martin's employment was terminated without Cause effective February 26, 2021. This amount includes his severance benefits following a Change in Control pursuant to his employment agreement.
Salary
Share-Based Awards(1)
Non-Equity Incentive Plan Compensation(2)
All Other CompensationTotal Compensation
Name and Principal PositionYear($)($)($)($)($)
Rod Antal20231,075,000 3,225,000 959,206 26,400 (3)5,285,606 
Executive Chairman20221,000,000 3,000,000 586,500 24,400 4,610,900 
2021932,000 2,796,000 1,821,202 23,200 5,572,402 
Alison White(4)
2023550,000 825,000 313,797 26,400 (3)1,715,197 
Executive Vice President &2022525,000 787,500 251,213 24,400 1,588,113 
Chief Financial Officer2021302,888 (5)1,200,000 500,808 23,200 2,026,896 
F. Edward Farid2023550,000 825,000 342,672 23,704 (3)1,741,376 
Executive Vice President &2022515,000 772,500 254,153 22,379 1,564,031 
Chief Corporate Development Officer2021490,000 735,000 617,164 39,200 1,881,364 
Michael J. Sparks2023540,000 810,000 332,392 26,400 (3)1,708,792 
Executive Vice President &2022500,000 750,000 239,250 24,400 1,513,650 
Chief Legal and Administrative Officer2021460,000 690,000 575,929 47,717 1,773,646 
Bill MacNevin2023525,000 (6)1,837,500 334,971 9,900 (3)2,707,371 
Executive Vice President2022— — — — — 
Operations and Sustainability2021— — — — — 
____________________
(1) The amounts in this column represent the USD fair value of the RSUs and/or PSUs on the grant date computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718). The assumptions made, if any, when calculating the amounts in this column are found in Note 7 to the Consolidated Financial Statements of SSR Mining Inc. and its subsidiaries, as filed with the SEC on Form 10-K for 2021. The amounts reported in the Summary Compensation Table for the PSUs are the value at the grant date as determined in accordance with ASC 718, which assumes a payout at target. The maximum value of the PSUs is 200% of target.
(2) The amounts in this column represent STI plan awards.
(3) Amount includes the Company’s matching contribution portion of the NEOs voluntary contributions to the 401(k) plan and group RRSP.
(4) Ms. White's employment with the Company ended effective March 7, 2024. The terms of Ms. White’s departure are detailed in her Separation Agreement, which will be included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the first quarter of 2024, which will be filed with the SEC and will be available on the Company’s page on EDGAR (www.sec.gov/edgar.shtml).
(5) Ms. White joined the Company effective March 31, 2021 and her compensation for 2021 was prorated accordingly.
(6) Mr. MacNevin joined the Company effective January 1, 2023.


3946



CEO Pay Ratio

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), certain U.S. public companies must disclose the ratio of the CEO’s annual total compensation to the median annual total compensation of all employees (excluding the CEO). For 2021, we determined that the total cash compensation of our median employee was $59,865 and the total cash compensation of our CEO was $2,776,402. Based on the foregoing, for 2021, the ratio of the total cash compensation of our CEO to the total cash compensation of our median employee is 46:1. This pay ratio is a reasonable estimate, calculated in a manner consistent with SEC rules and based on our payroll and employment records.

We identified our median employee as of December 31, 2021. SSR Mining’s employee population at the time of determination consisted of approximately 1,540 full-time and part-time employees globally, including all seasonal and temporary employees employed as of that date. To determine the total compensation of our median employee, we used a consistently applied compensation measure defined as the annualized base salary, excluding overtime and other incentives, of an employee starting employment in 2021, but not adjusted for part-time status. Local currency was consistently converted as of December 31, 2021 using the average daily exchange rate for the applicable currency to United States dollars as of such date. No cost-of-living adjustment was applied and employees in all locations in which the Company has operations were included in the calculation. Based on this methodology, an employee was identified as the median employee from the total SSR Mining population, who was then used as the 2021 median employee.

The SEC rules for identifying the median employee, and calculating the pay ratio based thereon, allow companies to adopt a variety of methodologies, exclusions, and assumptions that reflect their compensation practices. As such, the pay ratio reported above may not be comparable to the pay ratio reported by other companies, even those in a related industry or of a similar size and scope. Other companies may have different employment practices, regional demographics or may utilize different methodologies and assumptions in calculating their pay ratios.

40


Grants of Plan-Based Awards


The table below presents information regarding incentive-based awards granted to each NEO during the year ending December 31, 2021,2023, including the short-term incentive plan and the Company’s share-based compensation plans.


NameGrant date
Estimated future payouts under non-equity incentive plan awards(1)
Estimated future payouts under equity incentive plan awards(2)
All other stock awards: Number of shares of stock or unitsGrant date fair value of stock and option awards
ThresholdTargetMaximumThresholdTargetMaximum
($)($)($)(#)(#)(#)(#)($)
Rod Antal
2021 STI01,071,800 2,143,600 — 
2021 PSU
(payable in 2024)
1-Jan-21087,245 — — 1,677,600 (3)
2021 RSU1-Jan-2158,163 1,118,400 (3)
Stewart J. Beckman
2021 STI0390,000 780,000 — 
2021 PSU
(payable in 2024)
1-Jan-21028,395 — — 546,000 (3)
2021 RSU1-Jan-2118,930 364,000 (3)
Alison White
2021 STI0300,000 600,000 — 
2021 PSU
(payable in 2024)
31-Mar-21048,508 — — 720,000 (4)
2021 RSU31-Mar-2132,338 480,000 (4)
F. Edward Farid
2021 STI0367,500 735,000 — 
2021 PSU
(payable in 2024)
1-Jan-21022,934 — — 441,000 (3)
2021 RSU1-Jan-2115,290 294,000 (3)
Michael J. Sparks
2021 STI0345,000 690,000 — 
2021 PSU
(payable in 2024)
1-Jan-21021,530 — — 414,000 (3)
2021 RSU1-Jan-2114,354 276,000 (3)
Gregory J. Martin
2021 STI0367,500 735,000 — 
2021 PSU
(payable in 2024)
1-Jan-21026,757 — — 514,500 (3)
2021 RSU1-Jan-2117,838 343,000 (3)
____________________
(1) Amounts shown represent threshold, target and maximum amounts for 2021 STI bonuses, which are paid in cash. STI bonuses have a threshold payout of zero and a maximum payout of 200%. Actual amounts earned are shown in Summary Compensation Table.
(2) At the time of settlement, PSUs are redeemed in cash and that cash value is multiplied by the performance percentage, which has a threshold payout of zero and a maximum payout of 200%.
(3) Assumes a market value of $19.23 for each share, which is the 30-day VWAP on the TSX as of December 31, 2020 converted to USD.
(4) Assumes a market value of $14.84 for each share, which is the 30-day VWAP on the TSX as of March 30, 2021 converted to USD.
Estimated future payouts under non-equity incentive plan awards(1)
Estimated future payouts under equity incentive plan awards(2)
All other stock awards: Number of shares of stock or unitsGrant date fair value of stock and option awards
ThresholdTargetMaximumThresholdTargetMaximum
NameGrant date($)($)($)(#)(#)(#)(#)($)
Rod Antal
2023 STI01,236,250 2,472,500 — 
2023 PSU (payable in 2026)7-Mar-230129,196 258,392 — 1,935,000 (3)
2023 RSU7-Mar-2386,130 1,290,000 (3)
Alison White
2023 STI0412,500 825,000 — 
2023 PSU (payable in 2026)7-Mar-23033,050 66,100 — 495,000 (3)
2023 RSU7-Mar-2322,033 330,000 (3)
F. Edward Farid
2023 STI0412,500 825,000 — 
2023 PSU (payable in 2026)7-Mar-23033,050 66,100 — 495,000 (3)
2023 RSU7-Mar-2322,033 330,000 (3)
Michael J. Sparks
2023 STI0405,000 810,000 — 
2023 PSU (payable in 2026)7-Mar-23032,449 64,898 — 486,000 (3)
2023 RSU7-Mar-2321,632 324,000 (3)
Bill MacNevin
2023 STI0393,750 787,500 — 
Sign-On RSU Grant1-Jan-2368,749 1,050,000 (4)
2023 PSU (payable in 2026)7-Mar-23031,547 63,094 — 472,500 (3)
2023 RSU7-Mar-2321,031 315,000 (3)
____________________
(1) Amounts shown represent threshold, target and maximum amounts for 2023 STI bonuses, which are paid in cash. STI bonuses have a threshold payout of zero and a maximum payout of 200%. Actual amounts earned are shown in Summary Compensation Table.
(2) At the time of settlement, PSUs are redeemed in cash and that cash value is multiplied by the performance percentage, which has a threshold payout of zero and a maximum payout of 200%.
(3) Market value at the time of grant was $14.98 for each share, which is the 30-day volume weighted average price ("VWAP") on the NASDAQ.
(4) Market value at the time of grant was $15.27 for each share, which is the 30-day volume weighted average price ("VWAP") on the NASDAQ.


The Company has entered into employment agreements with each of our NEOs. In addition to providing for participation in the Company benefit plans in effect from time to time, these agreements provide for an annual base salary as described above, as well as eligibility to receive an annual performance bonus and equity award based on a percentage of base salary. The target and maximum annual bonus opportunities available to each NEO per their employment agreement is described in “Compensation Discussion and Analysis – Elements of 2021 Compensation – Short-Term Incentive Compensation.”


41


Each employment agreement also provides for certain payments upon a “qualifying termination,” as well as post-employment restrictive covenants. The material elements of these provisions are described below under “Potential Payments Upon Termination or Change in Control.


47


Outstanding Equity Awards at Fiscal Year-End


The following table summarizes all option-based and share-based awards outstanding at the end of December 31, 2021.2023.


NameGrant DateOption-based awardsShare-based awards
Number of securities underlying unexercised options exercisableNumber of securities underlying unexercised options unexercisableEquity incentive plan awards: number of securities underlying unexercised unearned options
Option exercise price(1)
Option expiration dateNumber of shares or units that have not vested
Market value of shares or units of stock that have not vested(2)
Equity incentive plan awards: number of unearned shares, units or other rights that have not vested
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(2)
Share-based awards(1)
Number of shares or units that have not vestedNumber of shares or units that have not vested
Market value of shares or units of stock that have not vested(2)
Equity incentive plan awards: number of unearned shares, units or other rights that have not vested
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(2)
NameNameGrant Date(#)($)(#)($)(#)($)NameGrant Date(#)($)(#)($)
(3)60,571 1,078,311 
(3)138,496 2,465,565 
1-Jan-20(4)34,945 622,106 
1-Jan-21(5)58,877 1,048,154 
1-Jan-19(6)183,970 3,275,113 
1-Jan-20(7)79,602 1,417,109 
1-Jan-21(8)88,318 1,572,275 
Stewart J. Beckman1-Jan-19(3)18,008 320,586 
13-Jun-19(3)55,182 982,374 
1-Jan-20(4)12,085 215,142 
1-Jan-21(5)19,160 341,095 
1-Jan-19(6)54,694 973,686 
1-Jan-20(7)27,529 490,083 
1-Jan-21(8)28,743 511,695 
Alison White(9)
31-Mar-21(10)32,620 580,715 
31-Mar-21(11)48,932 871,108 
7-Mar-22
7-Mar-22
7-Mar-22
7-Mar-23
7-Mar-23
7-Mar-23
1-Jan-21
1-Jan-21
1-Jan-21
7-Mar-22
7-Mar-22
7-Mar-22
7-Mar-23
Alison White
7-Mar-22
7-Mar-22
7-Mar-22
7-Mar-23
7-Mar-23
7-Mar-23
31-Mar-21
31-Mar-21
31-Mar-21
7-Mar-22
7-Mar-22
7-Mar-22
7-Mar-23
F. Edward FaridF. Edward Farid1-Jan-19(3)16,882 300,541 
13-Jun-19(3)38,952 693,440 
1-Jan-20(4)9,735 173,307 
1-Jan-21(5)15,476 275,510 
1-Jan-19(6)51,275 912,819 
1-Jan-20(7)22,174 394,751 
1-Jan-21(8)23,214 413,266 
7-Mar-22
7-Mar-22
7-Mar-22
7-Mar-23
7-Mar-23
7-Mar-23
1-Jan-21
1-Jan-21
1-Jan-21
7-Mar-22
7-Mar-22
7-Mar-22
7-Mar-23
Michael J. SparksMichael J. Sparks1-Jan-19(3)13,956 248,451 
13-Jun-19(3)32,460 577,867 
1-Jan-20(4)8,237 146,639 
1-Jan-21(5)14,529 258,651 
1-Jan-19(6)42,388 754,609 
1-Jan-20(7)18,763 334,027 
1-Jan-21(8)21,794 387,986 
Gregory J. Martin(12)
15,550 — — 13.02 26-Feb-22
43,050 — — 19.71 26-Feb-22
7-Mar-22
7-Mar-22
7-Mar-22
7-Mar-23
7-Mar-23
7-Mar-23
1-Jan-21
1-Jan-21
1-Jan-21
7-Mar-22
7-Mar-22
7-Mar-22
7-Mar-23
Bill MacNevin
7-Mar-23
7-Mar-23
7-Mar-23
7-Mar-23
7-Mar-23
7-Mar-23
____________________________________________________________
(1) Exercise price converted to USD.(2) Assumes a market price of $17.80 for each share, which is the 30-day VWAP on the TSX as of December 31, 2021 converted to USD.
(1) All share-based awards accrue dividend units, which vest per the terms of the parent award.(1) All share-based awards accrue dividend units, which vest per the terms of the parent award.
(2) Assumes a market price of $10.76 for each share, which is the close price on the NASDAQ on December 29, 2023.(2) Assumes a market price of $10.76 for each share, which is the close price on the NASDAQ on December 29, 2023.
(3) Vest date is January 1, 2024.(3) Vest date is January 1, 2024.
(4) Vest dates are March 7, 2024 and 2025.(4) Vest dates are March 7, 2024 and 2025.
(5) Vest dates are March 7, 2024, 2025 and 2026.(5) Vest dates are March 7, 2024, 2025 and 2026.
(6) Cliff-vest after three years on January 1, 2024; performance period ended on December 31, 2023. For information on actual payout results see “2023 Compensation Results - LTI Compensation Results” above.(6) Cliff-vest after three years on January 1, 2024; performance period ended on December 31, 2023. For information on actual payout results see “2023 Compensation Results - LTI Compensation Results” above.
(7) Cliff-vest after three years on March 7, 2025.(7) Cliff-vest after three years on March 7, 2025.
(8) Cliff-vest after three years on March 7, 2026.(8) Cliff-vest after three years on March 7, 2026.
(9) Vest date is March 31, 2024.(9) Vest date is March 31, 2024.
(10) Cliff-vest after three years on March 31, 2024; performance period ended on December 31, 2023. For information on actual payout results see “2023 Compensation Results - LTI Compensation Results” above.(10) Cliff-vest after three years on March 31, 2024; performance period ended on December 31, 2023. For information on actual payout results see “2023 Compensation Results - LTI Compensation Results” above.
(11) Vest dates are January 1, 2024, 2025 and 2026.(11) Vest dates are January 1, 2024, 2025 and 2026.

4248



(3) Vest date is January 1, 2022.
(4) Vest dates are January 1, 2022, 2023.
(5) Vest dates are January 1, 2022, 2023, and 2024.
(6) Cliff-vest after three years on January 1, 2022; performance period ended on December 31, 2021. For information on actual payout results see “2021 Compensation Results - LTI Compensation Results,” above.
(7) Cliff-vest after three years on January 1, 2023.
(8) Cliff-vest after three years on January 1, 2024.
(9) Ms. White joined the Company effective March 31, 2021.
(10) Vest dates are March 31, 2022, 2023, and 2024.
(11) Cliff-vest after three years on March 31, 2024.
(12) Mr. Martin left the Company effective February 26, 2021.

Option Exercises and Stock Vested


The following table summarizes the value of all share-based awards vested or earned for each NEO during the 20212023 fiscal year.


Name
Option Awards(1)
Stock Awards
Number of shares acquired or exercisedValue realized on exerciseNumber of shares acquired on vestingValue realized on vesting
($)($)(#)($)
Rod P. Antal— — 186,022 5,882,659 (2)
Stewart J. Beckman— — 55,304 1,748,915 (2)
Alison White(3)
— — — — 
F. Edward Farid— — 51,848 1,639,613 (2)
Michael J. Sparks— — 35,717 1,129,506 (2)
Gregory J. Martin(4)
220,667 (5)1,706,663 79,545 1,358,576 (6)
____________________
(1) The Company's final grant of options was in May of 2020. The Company did not grant options in 2021 or thereafter.
(2) Amount reflects the actual payout results of the 2018 PSUs that vested on January 1, 2021 and were redeemed in cash. The cash value of the original PSU grant was multiplied by a performance score of 159.109%, which was determined based on production, cost, and total-shareholder return metrics.
(3) Ms. White joined the Company effective March 31, 2021, so no shares were acquired or vested during the 2021 fiscal year.
(4) Mr. Martin left the Company effective February 26, 2021.
(5) Amount reflects all options exercised and vested, including options that vested early pursuant to Mr. Martin's termination under the change of control provisions of his employment agreement.
(6) Amount reflects 2019, 2020, and 2021 granted PSUs, as well as 2021 granted RSUs, that vested in full pursuant to Mr. Martin's termination under the change of control provisions of his employment agreement. All of Mr. Martin's PSUs and RSUs were redeemed in cash; no shares were issued.

43
Option AwardsStock Awards
Number of shares acquired or exercisedValue realized on exerciseNumber of shares acquired on vestingValue realized on vesting
Name($)($)(#)($)
Rodney P. Antal— — 140,926 1,709,325 (1)
Alison White— — 17,027 249,948 (1)
F. Edward Farid— — 38,463 464,121 (1)
Michael J. Sparks— — 33,754 410,407 (1)
Bill MacNevin— — — — (2)
____________________
(1) Amount includes the actual payout results of the 2020 PSUs that vested on January 1, 2023 for the performance period from January 1, 2020 through December 31, 2022. For more information on actual payout results see “2023 Compensation Results - LTI Compensation Results” above.
(2) Mr. MacNevin joined the Company effective January 1, 2023 and no share-based awards were vested or earned during the 2023 fiscal year.


Securities Authorized for Issuance under Equity Compensation Plan


The following table shows details of equity compensation plans as of March 31, 2022:28, 2024:


Number of securities to be issued upon exercise of outstanding securities under equity compensation plansWeighted-average exercise price of outstanding securities under equity compensation plansNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
(#)($)(#)
Number of securities to be issued upon exercise of outstanding options, warrants and rightsNumber of securities to be issued upon exercise of outstanding options, warrants and rightsWeighted-average exercise price of outstanding options, warrants and rightsNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
(#)(#)($)(#)
Equity compensation plans approved by ShareholdersEquity compensation plans approved by Shareholders793,957 (1)19.65 (2)8,208,850 
Equity compensation plans not approved by ShareholdersEquity compensation plans not approved by Shareholders— — — 
TotalTotal793,957 19.65 8,208,850 
________________________________________
(1) As of March 31, 2022, there were 92,285 options and 701,672 RSUs outstanding under the equity plans, which represents 0.37% of the issued and outstanding shares of the Company. PSUs are not included in the number of securities to be issued as they are settled in cash.(2) The average exercise price for options converted to USD.
(1) As of March 11, 2024, there were 24,469 options and 434,319 RSUs outstanding under the equity plans, which represents 0.23% of the issued and outstanding Shares of the Company. PSUs are not included in the number of securities issued because they are settled in cash.
(1) As of March 11, 2024, there were 24,469 options and 434,319 RSUs outstanding under the equity plans, which represents 0.23% of the issued and outstanding Shares of the Company. PSUs are not included in the number of securities issued because they are settled in cash.
(1) As of March 11, 2024, there were 24,469 options and 434,319 RSUs outstanding under the equity plans, which represents 0.23% of the issued and outstanding Shares of the Company. PSUs are not included in the number of securities issued because they are settled in cash.


The Company’s equity compensation plans provide for notional units that track the Market Value of the Company’s Shares during the vesting period. Awards of PSUs are settled in cash upon vesting; awards of RSUs are settled in Shares upon vesting.


Pension Benefits and Nonqualified Deferred Compensation Tables


The Company does not provide a defined benefit pension plan to its executives. As is common with most companies based in the United States, the Company provides an employer-sponsored defined contribution retirement account to all of its US-based employees, which includes a company-match for retirement contributions made by employees. The percentage match is the same for all US-based employees with annual regulatory caps to the amount of the matching contribution. The amounts contributed by the Company and employee to the 401(k) account are immediately vested and contributed to a third-party provider. As such, there is no ongoing liability to the Company associated with the amounts contributed to the Company’s employer-sponsored retirement accounts.


4449



Potential Payments upon Termination or Change in Control


As discussed above, we are party to employment agreements with each of our NEOs that provide for certain termination payments upon a qualifying termination of employment, which are laid out in the table below.


Compensation ElementSeparation Event
Compensation ElementResignation/RetirementSeparation Event
Resignation/RetirementDeath/Disability
Termination for Cause(1)
Termination without Cause
or for Good Reason(2)
Termination without cause or for good reason within 12 months following a change in control(3)
SalaryBase salary through terminationBase salary through terminationBase salary through terminationBase salary through terminationBase salary through termination
Prorated BonusProrated bonus for employed portion of yearProrated bonus for employed portion of yearNoneProrated bonus for employed portion of yearProrated bonus for employed portion of year
Other CompensationNoneNoneNoneLump sum amounts equal to (i) 24 months’ base salary, and (ii) 24 months’ average annual bonus paid during previous two years (or 24 months’ target bonus if length of service is less than two years)Lump sum amounts equal to (i) 24 months’ base salary, and (ii) 24 months’ average annual bonus paid during previous two years (or 24 months’ target bonus if length of service is less than two years)
RSUsBoard discretion whether unvested shares (or a portion) vest upon the date of terminationAll unvested shares vest upon the date of termination; for grants under the legacy SSR share comp plans, in the case of US-Participant disability, all unvested shares are forfeitedAll unvested shares are forfeitedProrated vesting for portion of each grant earned while employed; for grants under the legacy Alacer Gold Corp share plan, all unvested shares are forfeitedemployedAll unvested shares vest upon the date of termination
PSUsBoard discretion whether unvested shares (or a portion) vest upon the date of terminationAll unvested shares vest upon the date of termination and performance percentage is assumed to be 100%; for grants under the legacy SSR share comp plans, in the case of US-Participant disability, all unvested shares are forfeitedAll unvested shares are forfeitedProrated vesting for portion of each grant earned while employed; for grants under the legacy Alacer Gold Corp share plan, all unvested shares are forfeitedemployedAll unvested shares vest upon the date of termination and performance percentage is assumed to be 100%
Pension, Benefits, & PerquisitesCoverage CeasesCoverage CeasesCoverage CeasesInsurance benefits continue until the earlier of (i) 24 months after termination or (ii) the date the NEO becomes eligible for substantially similar benefits under a benefit plan, program or arrangement through a different employer of the NEO or spouseInsurance benefits continue until the earlier of (i) 24 months after termination or (ii) the date the NEO becomes eligible for substantially similar benefits under a benefit plan, program or arrangement through a different employer of the NEO or spouse
____________________
(1)    “Cause” means any of the following done by an NEO: (i) the breach of a material term of an applicable employment, engagement or consulting agreement; (ii) the repeated and demonstrated failure to perform the material duties of the position in a competent manner; (iii) the conviction of a criminal offense involving fraud or dishonesty, the conviction of a felony, or which otherwise adversely impacts the reputation of the Company or a related entity; (iv) the failure to act honestly or in the best interest of the Company or a related entity; (v) failure to comply with any Company rules or policies of a material nature; (vi) failure to obey reasonable instructions provided in the course of employment, within 5 calendar days after receiving written notice of such disobedience; or (vii) any actions or omissions constituting gross misconduct or negligence resulting in a risk of material harm to the Company or a related entity.


(2)    “Good Reason” means the NEO was induced by the actions of the Company to resign or terminate their employment other than on a purely voluntary basis as a result of the occurrence of one or more of the following events without the NEO’s written consent: (i) a materially adverse change in the NEO’s position, duties, powers, rights, discretion, or responsibilities; (ii) a materially adverse change in the NEO’s reporting relationship that is inconsistent with the NEO’s title or position; (iii) a reduction by the Company of the base salary of the NEO; (iv) a material reduction by the Company in the aggregate level of health & welfare benefits made available to the NEO; or (v) the permanent relocation by the Company of the NEO’s principal office by more than 80 kilometers from the location where the NEO worked when a Change of Control has occurred.
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(3)    A “Change in Control” means the occurrence of one or more of the following events:
(a)     individuals who, as of the date of the applicable compensation plan, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director after the date of the applicable compensation plan and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board, including by reason of any agreement intended to avoid or settle any Election Contest or proxy contest, shall be deemed an Incumbent Director;
(b)     any change in the holding, direct or indirect, of shares in the capital of the Company as a result of which a person or group of persons acting jointly or in concert, or person associated or affiliated with any such person or group within the meaning of the Securities Act (British Columbia), becomes the beneficial owner, directly or indirectly, of shares and/or other securities in excess of the number which, directly or following conversion thereof, would entitle the holder thereof to cast more than 50% of the voting rights attaching to all shares of the Company which may be cast to elect directors of the Company (the “Company Voting Securities”), provided, however, that the events described in this paragraph (ii) shall not be deemed to be a Change of Control by virtue of any of the following acquisitions of Company Voting Securities: (i) by the Company or a subsidiary; (ii) by any employee benefit plan sponsored or maintained by the Company or any subsidiary; (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities; (iv) pursuant to a Non-Qualifying Transaction (as defined in the applicable plan); or (v) from the Company pursuant to a transaction (other than one described in (iii) below), if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause shall not constitute a Change of Control.
(c)    the consummation of a merger, consolidation, share exchange or similar form of corporate transaction involving the Company or any of its subsidiaries (a “Business Combination”), unless immediately following such Business Combination:
(i)    Company Voting Securities that were outstanding immediately prior to the consummation of such Business Combination (or, if applicable, securities into or for which such Company Voting Securities were converted or exchanged pursuant to such Business Combination) represent more than 50% of the combined voting power of the then outstanding securities eligible to vote for the election of directors or trustees (“voting power”) of (1) the entity resulting from such Business Combination (the “Surviving Entity”), or (2) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Entity (the “Parent Entity”);
(ii)    no person (other than any employee benefit plan sponsored or maintained by the Surviving Entity or the Parent Entity) is the beneficial owner, directly or indirectly, of 50% or more of the voting power of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity); and
(iii)    at least a majority of the members of the board of directors of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination;
(any Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) above shall be deemed to be a “Non-Qualifying Transaction”);
(d)    the approval by the Board or Shareholders of the Company of a complete liquidation or dissolution of the Company;
(e)    a sale or other disposition of all or substantially all of the property or assets of the Company, other than to an Affiliate or pursuant to a Non-Qualifying Transaction; or
(f)    any determination by the majority of Incumbent Directorsincumbent directors of the Company that a Change of Control has occurred.


The employment agreements with each NEO also include the following restrictive covenants: (1) an indefinite confidentiality agreement for material undisclosed information; (2) a non-solicitation agreement for the greater of either one year or the number of months of termination pay received; (3) a one-year non-competition agreement; and (4) an indefinite non-disparagement agreement.


In accordance with the compensation treatment under the various termination events, the following table sets out the potential incremental amounts that may be payable to each NEO, assuming a termination date of December 31, 2021.2023. The actual amounts that would be paid to any NEO can only be determined at the time of an actual termination of employment and would vary from those listed in the following table. Upon her departure from the Company, and as detailed in her separation agreement, Ms. White received certain termination payments pursuant to her employment agreement. A copy of the separation agreement will be filed as an attachment to the Company’s Quarterly Report on Form 10-Q for the first quarter of 2024 and will be available for review on the Company’s page on EDGAR (www.sec.gov/edgar.shtml).


Pro-Rated Bonus(1)
Share-Based AwardsAll Other Compensation
Total(2)
($)($)($)
Bonus(1)
Bonus(1)
Share-Based Awards(2)
All Other CompensationTotal
($)($)($)($)($)
Rod AntalRod Antal
Resignation
Resignation
ResignationResignation1,162,021 — — 1,162,021 
Termination for causeTermination for cause— — — — 
Termination without cause or resignation for good reasonTermination without cause or resignation for good reason1,162,021 9,654,495 (3)4,188,041 (4)15,004,556 
RetirementRetirement1,162,021 2,599,645 — 3,761,666 
Disability1,162,021 8,787,946 — 9,949,967 
Death1,162,021 11,387,592 — 12,549,612 
4651



Termination without cause or for good reason within 12 months following a change in control1,162,021 11,387,592 4,188,041 (4)16,737,653 
Stewart J. Beckman
Disability
Death
Termination without cause or resignation for good reason within 12 months following a change in control
Alison White
Resignation
Resignation
ResignationResignation484,620 — — 484,620 
Termination for causeTermination for cause— — — — 
Termination without cause or resignation for good reasonTermination without cause or resignation for good reason484,620 3,240,230 (3)2,009,239 (4)5,734,088 
RetirementRetirement484,620 846,026 — 1,330,645 
DisabilityDisability484,620 2,958,221 — 3,442,841 
DeathDeath484,620 3,804,247 — 4,288,867 
Termination without cause or for good reason within 12 months following a change in control484,620 3,804,247 2,009,239 (4)6,298,106 
Alison White
Termination without cause or resignation for good reason within 12 months following a change in control
F. Edward Farid
Resignation
Resignation
ResignationResignation300,000 — — 300,000 
Termination for causeTermination for cause— — — — 
Termination without cause or resignation for good reasonTermination without cause or resignation for good reason300,000 480,103 1,400,000 (4)2,180,103 
RetirementRetirement300,000 1,440,309 — 1,740,309 
DisabilityDisability300,000 — (5)— 300,000 
DeathDeath300,000 1,440,309 — 1,740,309 
Termination without cause or for good reason within 12 months following a change in control300,000 1,440,309 1,400,000 (4)3,140,309 
F. Edward Farid
Termination without cause or resignation for good reason within 12 months following a change in control
Michael J. Sparks
Resignation
Resignation
ResignationResignation373,768 — — 373,768 
Termination for causeTermination for cause— — — — 
Termination without cause or resignation for good reasonTermination without cause or resignation for good reason373,768 2,683,000 (3)1,727,535 (4)4,784,303 
RetirementRetirement373,768 683,313 — 1,057,081 
DisabilityDisability373,768 3,138,542 — 3,512,310 
DeathDeath373,768 3,138,542 — 3,512,310 
Termination without cause or for good reason within 12 months following a change in control373,768 3,138,542 1,727,535 (4)5,239,845 
Michael J. Sparks
Termination without cause or resignation for good reason within 12 months following a change in control
Bill MacNevin
Resignation
Resignation
ResignationResignation317,375 — — 317,375 
Termination for causeTermination for cause— — — — 
Termination without cause or resignation for good reasonTermination without cause or resignation for good reason317,375 2,259,078 (3)1,554,749 (4)4,131,201 
RetirementRetirement317,375 641,509 — 958,883 
DisabilityDisability317,375 2,045,241 — 2,362,616 
DeathDeath317,375 2,686,750 — 3,004,125 
Termination without cause or for good reason within 12 months following a change in control317,375 2,686,750 1,554,749 (4)4,558,874 
Termination without cause or resignation for good reason within 12 months following a change in control
____________________________________________________________
(1) Bonus represents a prorated bonus for the employed portion of the year, which, as of December 31, 2021, equates to, for Ms. White, her target 2021 bonus and, for all other NEOs, the average bonus paid to the NEO for the two years prior (2019 and 2020).(2) Assumes a market price of $17.66 for each share, which is the close price on the TSX as of December 31, 2021 converted to USD.(3) Prior to the merger with Alacer Gold Corp., each of the boards of Alacer Gold Corp. and the Company extended the termination period under a change of control to 24 months for all grants awarded prior to the merger date. Accordingly, assuming a termination date of December 31, 2021, all shares granted prior to the merger would vest in full, while shares granted post-merger would undergo a prorated vesting.(4) Includes lump sum amounts equal to (i) 24 months’ base salary, and (ii) 24 months’ average annual bonus paid during previous two years (or 24 months’ target bonus if length of service is less than two years).(5) Ms. White’s current grants were awarded under the 2020 Share Compensation Plan, under which all unvested shares are forfeited in the event of a US-participant’s disability. The other NEOs are either Canadian or have grants made under legacy compensation plans, which treat the vesting of awards in the event of a disability differently.
(1) Bonus represents a prorated bonus for the employed portion of the year, which, as of December 31, 2023, equates to the average bonus paid to the NEO for the two years prior. If the NEO does not have two prior years of service, the average annual bonus is calculated based on target bonus for any incomplete years.(1) Bonus represents a prorated bonus for the employed portion of the year, which, as of December 31, 2023, equates to the average bonus paid to the NEO for the two years prior. If the NEO does not have two prior years of service, the average annual bonus is calculated based on target bonus for any incomplete years.
(2) Assumes a market price of $10.76 for each share, which is the close price on the NASDAQ on December 29, 2023.(2) Assumes a market price of $10.76 for each share, which is the close price on the NASDAQ on December 29, 2023.
(3) Includes lump sum amounts equal to (i) 24 months’ base salary, and (ii) 24 months’ average annual bonus paid during previous two years (or 24 months’ target bonus if length of service is less than two years).(3) Includes lump sum amounts equal to (i) 24 months’ base salary, and (ii) 24 months’ average annual bonus paid during previous two years (or 24 months’ target bonus if length of service is less than two years).


4752



PROPOSAL No. 2
CEO Pay Ratio


Approval, on an Advisory (Non-Binding) Basis,Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), certain U.S. public companies must disclose the ratio of the FrequencyCEO’s annual total compensation to the median annual total compensation of Future Advisory Votesall employees (excluding the CEO). For 2023, we determined that the total compensation of our median employee, a camp worker at our Seabee mine, was $22,446 and the total compensation of our CEO was $5,285,606. Based on the Compensationforegoing, for 2023, the ratio of the total compensation of our Named Executive OfficersCEO to the total compensation of our median employee is 235:1. This pay ratio is a reasonable estimate, calculated in a manner consistent with SEC rules and based on our payroll and employment records.


In accordance withWe identified our median employee as of December 31, 2023. SSR Mining’s employee population at the time of determination consisted of approximately 2,540 full-time and part-time employees globally, including all seasonal and temporary employees employed as of that date. To determine the total compensation of our median employee, we used a consistently applied compensation measure defined as the annualized base salary, excluding overtime and other incentives, of an employee starting employment in 2023, but not adjusted for part-time status. Local currency was consistently converted as of December 31, 2023 using the average daily exchange rate for the applicable currency to United States dollars as of such date. No cost-of-living adjustment was applied and employees in all locations in which the Company has operations were included in the calculation. Based on this methodology, an employee was identified as the median employee from the total SSR Mining population, who was then used as the 2023 median employee.

The SEC rules for identifying the median employee, and calculating the pay ratio based thereon, allow companies to adopt a variety of methodologies, exclusions, and assumptions that reflect their compensation practices. As such, the pay ratio reported above may not be comparable to the pay ratio reported by other companies, even those in a related industry or of a similar size and scope. Other companies may have different employment practices, regional demographics or may utilize different methodologies and assumptions in calculating their pay ratios.

Pay Versus Performance

As required by Section 14A953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, the following table summarizes the compensation of our CEO, and the average compensation of the other NEOs (“Non-CEO NEOs”), as reported in the Summary Compensation Table, as well as their “compensation actually paid” (“CAP”) as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules.

Value of Initial Fixed $100 Investment Based on:
Summary Compensation Table Total for CEO(2)
Compensation Actually Paid to CEO(3)
Average Summary Compensation Table Total Paid to Non-CEO NEOs(2)
Average Compensation Actually Paid to Non-CEO NEOs(3)
Cumulative Total Shareholder Return(4)
Peer Group Total Shareholder Return(5)
Net Income
Gold-Equivalent Ounces Produced(6)
Year(1)
($)($)($)($)($)($)($)(#)
20235,285,606 (149,067)1,968,184 300,972 56.1687.18(120,225,000)706,894 
20224,610,900 787,873 2,395,370 1,306,548 80.1774.98210,428,000 623,819 
20215,572,402 1,379,663 1,945,563 826,874 89.0884.11425,922,000 794,456 
____________________
(1) SSR Mining became a reporting company pursuant to Section 13(a) or 15(d) of the Exchange Act we are requesting Shareholders’ advisory, non-binding vote regardingin 2021. Therefore, the frequencyabove table presents information for 2021, 2022, and 2023 in line with which Shareholders should have an opportunitySEC requirements.
(2) Mr. Antal served as CEO for 2023, 2022 and 2021; Ms. White, Mr. Farid, Mr. Sparks, and Mr. MacNevin served as our Non-CEO NEOs for 2023. Ms. White, Mr. Farid, Mr. Sparks, and Mr. Stewart Beckman served as our Non-CEO NEOs for 2022 and 2021.
(3) CAP, as required under SEC rules, reflects adjusted values of unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers, but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to providestock price achievement and varying levels of projected and actual achievement of performance goals. For a say-on-pay vote. We are providing Shareholders the option of selecting a frequency of every ONE YEAR, TWO YEARS, THREE YEARS or abstaining. Shareholders are not voting to approve or disapprovediscussion of the Board’s recommendation. Rather, Shareholders are being askedmethodology and calculation of NEO pay each year, please see the “Compensation Discussion and Analysis” section of this Proxy Statement and that of years prior. The Summary Compensation Table totals reported for the CEO and the average of the Non-CEO NEOs for each year were subject to express their preference regarding the frequencyfollowing adjustments, as computed in accordance with Item 402(v) of future say-on-pay votes.Regulation S-K, to calculate CAP:

53


We believe that
CEONon-CEO NEOs Averages
20232023
Total Compensation as reported in Summary Compensation Table (SCT)5,285,606 1,968,184 
Pension values reported in SCT(a)
— — 
Fair value of equity awards granted during fiscal year3,225,000 (b)1,074,375 (b)
Change in fair value of equity awards granted in current year:
change in value of awards from time of grant to end of year-end
(908,676)(306,316)
Change in fair value of awards that vested during current fiscal year:
change in value of awards from end of prior fiscal year to vest date
(54,641)(12,039)
Change in fair value of awards that were unvested at end of current fiscal year:
change in value of awards from end of prior fiscal year to end of current fiscal year
(1,281,304)(286,985)
Dividends or other earnings paid on stock awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year34,948 12,503 
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year— — 
Compensation Actually Paid(149,067)300,972 
____________________
(a) The Company does not offer a frequencypension plan or nonqualified deferred compensation to its employees, including NEOs. As such, no adjustment was needed with respect to pensions and nonqualified deferred compensation.
(b) Market value at the time of every ONE YEARgrant was $14.98 for each share, which is appropriate because it will enable our Shareholders to vote, on an advisory basis,the 30-day volume weighted average price ("VWAP") on the NASDAQ as of March 6, 2023. Mr, MacNevin received an additional sign-on grant, for which the market value at the time of grant was $15.27 for each share, which is the 30-day VWAP on the NASDAQ as of December 30, 2022.

(4) The Cumulative Total Shareholder Return is based on SSR Mining's NASDAQ trading volume.
(5) The peer group for each listed fiscal year consists of the companies identified as our compensation benchmarking peer group, as reported in the Compensation Discussion & Analysis in each applicable proxy statement for the subject fiscal years. For 2021 the companies include Agnico Eagle Mines Limited, Alamos Gold Inc., B2Gold Corp., Centerra Gold Inc., Eldorado Gold Corporation, Endeavour Mining Corporation, Hecla Mining Corporation, IAMGOLD Corporation, Kinross Gold Corporation, Kirkland Lake Gold Ltd, Newcrest Mining Limited, OceanaGold Corporation, Pan American Silver Cop. and Yamana Gold Inc. For 2022, all of these companies are included except Kirkland Lake Gold Ltd, which was removed due to its acquisition by Agnico Eagle Mines Limited and replaced by Equinox Gold Corp. For 2023, all of the 2022 peer group companies are included except Yamana Gold Inc., which was removed due to its becoming a private company and replaced by Coeur Mining Inc.
(6) The Company has identified gold-equivalent ounces produced as the company-selected measure, as it represents the most recent executive compensation information that is presentedimportant financial performance measure used to link NEO CAP to the Company’s performance.

Relationship Between Compensation Actually Paid and Performance Measures

The table below reflects the relationship between the CEO and the average Non-CEO NEO CAP and the performance measures shown in the pay versus performance table from 2021 to 2022 and 2022 to 2023:

PeriodCompensation Actually Paid to CEOAverage Compensation Actually Paid to Non-CEO NEOsCumulative Total Shareholder ReturnPeer Group Total Shareholder ReturnNet IncomeGold-Equivalent Ounces Produced
2022 to 2023(119)%(77)%(30)%16%(157)%13%
2021 to 2022(43)%58 %(1)(10)%(11)%(51)%(21)%
____________________
(1) Average Compensation Actually Paid to Non-CEO NEOs include the transition payments and equity payouts made to Mr. Beckman after his employment with the Company ended in December 2022. Removing Mr. Beckman from the calculation results in a 30% decrease in the Average Compensation Actually Paid to Non-CEO NEOs who are continuing employment with the Company.

From 2022 to 2023, the CAP to our CEO decreased by 119%, compared to a 30% decrease in our TSR over the same time period, a 157% decrease in our Net Income over the same time period, and a 13% increase in our gold-equivalent ounces produced over the three-year period. The TSR for the peer group disclosed in the table above increased by 16% from 2022 to 2023 as compared to the Company’s TSR, which decreased by 30% over the same time period.

54


Performance Measures used to Link CAP to the NEOs in 2023 to the Company’s Performance

The following table describes the most important financial measures that we use to assess Company performance each year and determine CAP to our NEOs:

MeasureNatureExplanation
Gold-Equivalent Ounces ProducedFinancial measureActual gold and gold-equivalent ounces produced.
Cost of SalesFinancial measureThe total of all costs associated with producing gold and gold-equivalent ounces, and does not include depreciation, depletion and amortization. The Company uses cost of sales as the GAAP equivalent to the non-GAAP metric all-in sustaining costs (AISC).
Relative TSRFinancial measureTotal shareholder return relative to the Company's peer group.
Return on Invested CapitalFinancial measureThe rate of return on cash invested in the Company’s business.

In the “Compensation Discussion and Analysis” section of this Proxy Statement, leading to a more meaningful and coherent communication between us and our Shareholderswe provide greater detail on the compensationelements of our named executive officers. An annual advisory vote on executive compensation is consistent with our goal of seeking input from, and engaging in discussions with, our Shareholders on corporate governance matters and our executive compensation philosophy, policiesprogram and practices.

Vote Required

This proposal is advisory onlyour “pay-for-performance” compensation philosophy. We believe the Company’s executive compensation program and will not be binding onthe executive compensation decisions included in the 2023 Summary Compensation Table and related disclosures appropriately reward our CEO and the Non-CEO NEOs for Company and individual performance, assist the Company orin retaining our senior leadership team and support long-term value creation for our shareholders. The values included in the Board, nor will it be construed as overruling a decision by the Company or the Board or as creating or implying any additional fiduciary dutycolumns for the Company or the Board. However, the CompanyCompensation Actually Paid to our CEO and the Board value the opinions expressed by ShareholdersNon-CEO NEOs, calculated in their vote on this proposal and will consider the outcomeaccordance with newly adopted SEC disclosure rules, in each of the vote when determiningfiscal years reported above and over the frequencytwo-year cumulative period demonstration how the compensation awarded fluctuated year-over-year, primarily based on our stock price as of future say-on-pay votes.the last day of the listed fiscal year, among other factors. Given a significant amount of the values in the columns for Compensation Actually Paid to our CEO and the Non-CEO NEOs are based on our stock price as of the last day of the listed fiscal year, it is important to note that the values could have been dramatically different if other dates were chosen.

The Board recommends you vote FOR every ONE YEAR as the frequency of future say-on-pay votes. Unless otherwise instructed, the persons designated on the proxy card intend to vote FOR every ONE YEAR as the frequency of future say-on-pay votes.


4855



PROPOSAL No. 34


Approval, on an Advisory (Non-Binding) Basis,Ratification of Appointment of Independent Registered Public Accounting Firm

Subject to applicable law, the Audit Committee is directly responsible for the compensation and oversight of the Compensationwork of the Company’s Named Executive Officers Disclosed inindependent external auditor. The Audit Committee has adopted procedures for the 2022 Proxy Statement

approval of engagements for services of its external auditor. In accordance with Section 14Aaddition, the Audit Committee requires pre-approval of all non-audit services provided by the external auditor. For more information on the Audit Committee and the auditor, please refer to the “Report of the Exchange Act, we are requesting Shareholders’ vote to approve or not approve, on an advisory (non-binding) basis, our executive officer compensation. The Company is committed to continually enhancing our corporate governance practices and endorses a “pay for performance” approach for executive compensation in order to reinforce the linkages between compensation and the Company’s strategic objectives and risk management processes. We believe that a “pay for performance” philosophy achieves the goal of attracting and retaining talented executives by rewarding behaviors that reinforce the Company’s values while also delivering on its corporate objectives, thereby aligning executives’ interests with those of our Shareholders. Given the evolution of the Company, and the importance the Board places on executive compensation, the Board has approved a say on pay advisory vote policy with respect to executive officers. The purpose of the say on pay advisory vote is to give Shareholders the opportunity to vote at each annual Shareholders meeting on the Company’s approach to executive compensation, as further described in the “Report on Executive Compensation”Audit Committee” section of this Proxy Statement.


Given thatOn September 15, 2023, the vote is held on an advisory basis, it will not be binding uponAudit Committee approved the Board. However,dismissal of PricewaterhouseCoopers LLP, Canada (“PwC Canada”) as the Board will considerCompany’s independent registered public accounting firm following the outcomecompletion of the vote when reviewingaudit for the year ended December 31, 2023 and approvingapproved the appointment of PricewaterhouseCoopers LLP, United States (“PwC United States”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The change to PwC United States, which follows the Company’s transition to U.S. domestic reporting status from foreign private issuer status, which became effective January 1, 2021, is being made in connection with the transition of the Company’s principal executive compensation policies and decisions. offices to Denver, Colorado from Vancouver, Canada.

The form of resolution that Shareholders will be asked to vote on at the Meeting is as follows:

RESOLVED, on an advisory basis and not to diminish the role and responsibilitiesAudit Committee of the Board has approved the retention of DirectorsPwC United States as our independent registered public accountants to audit our financial statements for fiscal year 2024. We expect that a representative of PwC United States will attend the Annual Meeting to answer appropriate questions and to make a statement if he or she desires.

Shareholders acceptare asked to ratify the approach to executive compensation disclosed inappointment of PwC United States, although your ratification is not required, as the Company’s information Proxy Statement delivered in advanceauditor of the 2022 Annual MeetingCompany to hold office until the next annual meeting of Shareholders.

Vote Required

This proposal is advisory onlyShareholders and will not be binding on the Company orto authorize the Board nor will it be construed as overruling a decision byto fix the Company or the Board or as creating or implying any additional fiduciary duty for the Company or the Board. However, the Company and the Board value the opinions expressed by Shareholders in their vote on this proposal and will consider the outcomeremuneration of the vote when determining the frequency of future say-on-pay votes.auditor.


The Board recommends you vote FOR the compensationratification of the Company’s named executive officers disclosed in this Proxy Statement. appointment of PwC United Statesas the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024.

Unless otherwise instructed, the persons designated on the proxy card intend to vote FOR the Company’s approachresolution to executive compensation.appoint PwC United States, as auditor of the Company.


4956



REPORT OF THE COMPENSATION &
LEADERSHIP DEVELOPMENTAUDIT COMMITTEE


On behalfSSR Mining strongly values the importance of accurate and transparent financial disclosure and effective internal controls on financial reporting. To that end, the Board, the CLDCompany is continually working to maintain sound accounting practices, internal controls and risk management practices. The Audit Committee is responsible for the review and oversight of the Company’s executive compensation program,financial reporting and audit processes and related internal controls on behalf of the Board. The Audit Committee actively assists the Board in fulfilling its oversight responsibilities to ensure that it aligns withensure: (i) the integrity of the Company’s strategic objectivesfinancial statements; (ii) the Company’s compliance with legal and Shareholder value creation. Theregulatory requirements; (iii) the qualification and independence of the Company’s independent auditor; and (iv) the effective performance of the Company’s independent auditor. In addition to its audit function, the Audit Committee also reviews the remunerationrisk identification and benefits of directors and executive management establishes continuity plans for executives and other key employees, and makes recommendations to theprocess developed by management.

The Board as it deems appropriate.

Each of thehas determined that all members of the CLD Committee has experience leading, and/or consulting with, various mining and extractive minerals companies and has a thorough understanding of the competitive environment of recruiting and retaining executive officers in these industries. All of the directors who currently comprise the Compensation & LeadershipAudit Committee are independent according to the Board’s independence criteria of NASDAQ andstandards as set forth in National Instrument 58-101 Disclosure of Corporate Governance Practices for Canadian companies.

Human Capital Management

People are our core strength. More than any other factor, our success depends on their capabilities and commitment. We are focused on attracting and retaining experienced and skilled talent with a culture that puts safety at its core and supports people to reach their potential.

We believe that transparent communication with workers and unions is critical to the effective execution of our operations. We do not impose restrictions on union representation, and we respect the rights of freedom of association and collective bargain. In total, 38% of our workforce are union members and have collective bargaining agreements in place. There were no instances of industrial action across operation operations in 2021, and we enjoy positive labor relations across all sites. As an example, at our Çöpler mine we invite union and workforce representatives to attend site level EHS&S committee meetings on a regular basis.

The Company recognizes that a workforce composed of many individuals with a mix of skills, experience, perspectives, backgrounds and characteristics leads to a more robust understanding of opportunities, issues and risks, and to stronger decision-making. Given the broad geographic footprint of the Company’s operations, we benefit from a meaningfully diverse workforce. The Company and the Board of Directors are committed to establishing measurable diversity objectivesTerms of Reference, NASDAQ requirements and assessing on an annual basis the achievement against these objectives, including the representation of women atNI 52-110. The Board has also determined that all levelsmembers of the organization. The Company has adopted a Diversity Policy which requiresAudit Committee are “financially literate” within the Company to establish specific diversity initiatives, programsmeaning of and targetsas required by NI 52-110. NI 52-110 further prescribes rules regarding the responsibilities, composition and the Compensation & Leadership Committee oversees diversity initiatives across the Company. We recognize the industry-wide challenge of attracting women into the mining industry. However, in accordance with our policies we actively seek to increase the number of women we employ at our operations.

As of December 31, 2021, the Company employed approximately 2,429 full-time employees and 1,608 contract employees throughout the United States, Canada, Mexico, Peru, Argentina and Turkey. As of December 31, 2021, 20%authority of the executive officers ofAudit Committee.

At least annually, the Company were women, approximately 43% of employees atAudit Committee reviews the Company’s corporate office were women (excluding executives)various disclosure and approximately 14% of the employees across the business were women.internal control policies, plans and procedures. The table below summarizes the total workforce of the Company by location and gender.

50


locationandgendera.jpg

Shareholder Outreach

The CLD Committee is committed to ensuring our executive compensation program is aligned with the performance of the Company and that we provide a forum for active dialogue with our Shareholders. The Company conducts a robust Shareholder outreach effort both before and after our annual Shareholder meeting. This effort includes outreach letters focused on explaining our compensation philosophy as well as a number of in-person meetings with various Shareholders. The Chair of the CLD Committee and the Chief Legal & Administrative Officer, who is responsible for human resources across the business, attend each of these meetings.

Recommendations

The Compensation & LeadershipAudit Committee has reviewed and discussed with management and PwC Canada, the Company’s Compensation Discussionindependent auditor, the organizational structure, procedure and Analysis (“CD&A”) sectionpractices that support the objectivity of the Company’s internal audit function and the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2023. The Audit Committee has also reviewed and discussed with management and PwC Canada the audited financial statements of the Company for the fiscal year ended December 31, 2023, including the quality and acceptability of the Company’s financial reporting practices and the completeness and clarity of the related financial disclosures.

Risk Management and Conflicts of Interest

SSR Mining faces many risks including, but not limited to: financial, regulatory, operational, compliance, and reputational risks. Management is responsible for the day-to-day management of risk and has an enterprise risk management program. The Audit Committee monitors the Company’s risk management process, focusing primarily on financial and regulatory compliance risk. The Audit Committee receives regular reports of the Company’s ethics and compliance activities, including a review of management’s compliance risk assessment and the efforts undertaken to mitigate ethics and compliance risks during the year. In addition to ensuring that there are mechanisms for the anonymous submission of ethics and compliance reports generally, the Audit Committee has established specific procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. The Audit Committee also analyzes and reviews the Company’s cybersecurity framework to ensure appropriate measures are in place to mitigate cyber risk.

The Company’s Code of Conduct requires that all employees and directors avoid any activity that may interfere or conflict, or have the appearance of interfering or conflicting, with their business responsibility. The Audit Committee has the responsibility of reviewing any related-party transactions and in accordance with our Whistleblower Policy responds to any conflict-of-interest situations that may arise.

Independent External Auditor

PwC Canada has been the Company’s independent auditor since 1989. On September 15, 2023, the Audit Committee approved the dismissal of PwC Canada following completion of the audit for the year ended December 31, 2023, and the appointment of PwC United States effective for the fiscal year ended December 31, 2024.

57


The change to PwC United States as the Company’s independent registered public accounting firm became effective on February 27, 2024, upon the completion of PwC Canada’s audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2023 and the effectiveness of internal control over financial reporting as of December 31, 2023, and the issuance of their reports thereon. The change to PwC United States, which follows the Company’s transition to U.S domestic reporting status from foreign private issuer status, which became effective in January 1, 2021, was made in connection with the transition of the Company’s principal executive offices to Denver, Colorado from Vancouver, Canada.

The reports of PwC Canada on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2023 and 2022, and in the subsequent interim periods through February 27, 2024, there were no disagreements with PwC Canada on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to the satisfaction of PwC Canada, would have caused PwC Canada to make reference to the subject matter of the disagreements in connection with its reports on the Company’s consolidated financial statements for such years. There were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K during the fiscal years ended December 31, 2023 and 2022, or in the subsequent interim periods through February 27, 2024. During the fiscal years ended December 31, 2023 and 2022 and in the subsequent interim periods through February 27, 2024, neither the Company nor anyone on its behalf has consulted with PwC United States with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that PwC United States 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) and the related instructions of Regulation S-K; or (iii) any reportable event as that term is described in Item 304(a)(1)(v) of Regulation S-K. Additional details regarding this Proxy Statement. transition are available in the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2023.

The Company’s independent auditor reports directly to the Audit Committee, which has the designated authority to appoint, oversee, evaluate and discharge the independent auditor and to approve fees paid for their services. At Audit Committee meetings, the Audit Committee candidly discusses the Company’s financial reporting with the independent auditor, often without management present. The Audit Committee reviews, with the independent auditor, the results of the independent auditor’s annual audit and quarterly reviews of the Company’s financial statements and related disclosures. The Audit Committee annually reviews the independent auditor’s performance and independence in connection with the Audit Committee’s determination of whether to retain the independent auditor or engage another firm as the independent auditor. As part of the review, the Audit Committee considers the independent auditor’s performance, tenure and familiarity with the Company’s global operations and business, and their capabilities and expertise in handling the breadth and complexity of these operations.

Subject to applicable law, the Audit Committee is directly responsible for the compensation and oversight of the work of the independent auditor. The Audit Committee has adopted procedures for the approval of engagements for services of its external auditor and the Audit Committee’s policy requires pre-approval of all non-audit services provided by the external auditor.

The following table presents fees for services rendered by PwC Canada:

For the Year Ended December 31,20232022
($)($)
Audit Fees1,645,409 1,760,699 
Audit-related Fees75,000 7,692 
Tax Fees— — 
All Other Fees— — 
Total1,720,409 1,768,391 
58


Audit Fees

Audit fees for services to be rendered by PwC United States are expected to be substantially in line with the previous fees of PwC Canada. Audit fees represent fees for the audit of our annual consolidated financial statements, the review of condensed consolidated financial statements, and the services that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements, regulatory filings, and similar engagements for the fiscal year. Audit fees also include advice about accounting matters that arose in connection with or as a result of the audit or the review of periodic financial statements and statutory audits that non-U.S. jurisdictions require.

Audit-Related Fees

Audit-related fees consist of assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements or internal control over financial reporting, such as comfort letters, attest services, consents, and assistance with review of documents filed with the SEC. This category may include fees related to the performance of audits and attest services not required by statute or regulations; due diligence related to mergers and acquisitions; and accounting consultations about the application of GAAP to proposed transactions.

Tax Fees

Tax fees generally consist of tax compliance and return preparation, and tax planning and advice. Tax compliance and return preparation services consist of preparing original and amended tax returns and claims for refunds. Tax planning and advice services consist of support during income tax audits or inquiries.

All Other Fees

This category consists of fees for products and services other than the services reported above, including fees for subscription to PwC Canada’s online research tool.

The Audit Committee has determined that the non-audit services rendered by PwC Canada were compatible with maintaining its independence. All such non-audit services were pre-approved by the Audit Committee pursuant to the Company’s pre-approval policy.

Recommendations

Based on suchthe review and discussions discussed above, the Compensation & LeadershipAudit Committee has recommended to the Board that the CD&A sectionaudited annual financial statements be included in this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.2023, for filing with the SEC and on SEDAR+.


The foregoing ReportAudit Committee has also discussed with PwC Canada the matters required to be discussed by the applicable rules and requirements of the Compensation & Leadership DevelopmentPublic Company Accounting Oversight Board (“PCAOB”). The Audit Committee has received and reviewed the written disclosures and the letter from PwC Canada required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with PwC Canada its independence from SSR Mining.

The Audit Committee also recommends the appointment of PwC United States as the Company’s independent auditor to serve until the 2025 annual meeting of Shareholders.

This Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), except to the extent the Company specifically incorporates such information by reference.reference.


Submitted by the Audit Committee


Kay Priestly, Chair        Brian R. Booth
Thomas R. Bates, Jr.        Leigh Ann Fisher

5159



PROPOSAL No. 4

Approval of the SSR Mining Inc. 2022 Employee Share Purchase Plan

Shareholders are asked to consider and, if deemed appropriate, adopt, with or without variation, an ordinary resolution, as set forth below, approving, ratifying and confirming the Company’s 2022 Employee Share Purchase Plan (the “ESPP”), a copy of which is set forth in “Appendix B” to this Proxy Statement. The ESPP will renew and replace the Company’s current employee share purchase plan put in place in 2014 (the “2014 ESPP”). The Company believes that meaningful share ownership across all levels of the business is an important driver in ensuring our objectives are aligned with those of our Shareholders. As such, the Company seeks authorization to purchase up to 3,000,000 Shares through the ESPP.

The ESPP is substantially similar to the 2014 ESPP, with a few important differences:

The Employer Contribution will be reduced from 50% to 25% of each participant’s contributions to align the plan to market;
Employees who are considered “insiders” for purposes of Securities Exchange Act of 1934, as amended, will not be eligible to participate in the ESPP; and
Participation and purchases of Shares will move from a monthly schedule to a quarterly schedule.

Summary of Key Terms

The following is a summary of the key terms of the ESPP. Defined terms not defined below shall have the meaning ascribed to them in the ESPP. For more detailed information, Shareholders should refer to the full text of the ESPP, a copy of which is attached hereto as “Appendix B”.

u Purpose. The Board of Directors believes that, in order to attract qualified employees to the Company and to provide incentives to its current employees, it is necessary to grant its employees the right to purchase common shares of the Company through payroll deductions pursuant to the ESPP. Accordingly, the Shareholders are being asked to approve the adoption of the ESPP, which initially authorizes the issuance of 3,000,000 shares.

u Administration. The ESPP is administered by the Board or a committee appointed by the Board, which determines all questions of interpretation or application of the ESPP.

u Eligibility and Participation. Permanent employees of the Company and its affiliates are eligible to participate in the ESPP, subject to certain limitations on share ownership as set forth in the ESPP and exclusions established by the Company. Employees who are “insiders” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, are excluded from participation in the ESPP. As of January 1, 2022, approximately 1,990 employees are eligible to participate in the ESPP.

u Payroll Deductions. Eligible employees become participants in the ESPP by enrolling and authorizing payroll deductions prior to the applicable enrollment date as set forth in the ESPP. The deductions may not be more than 5% of a participant’s base salary during the quarterly period and a participant may change the amount of his or her payroll deductions once per calendar year, which change will apply to the next full quarterly period. The purchase price of the shares to be acquired under the ESPP is accumulated by payroll deductions during each calendar quarter period.

Payroll deductions for a participant commence on the first payroll following the beginning of a quarterly period and shall continue until his or her participation is terminated as provided in the ESPP. A participant may terminate his or her participation in the ESPP at any time, with such termination taking effect upon the next full quarterly period following notice of such termination. Termination of a participant’s employment for any reason, including retirement or death, terminates his or her participation in the ESPP immediately. In such event, the payroll deductions credited to the participant’s account will be returned to him or her or, in the case of death, to the person or persons entitled thereto as provided in the ESPP.
52



u Employer Contributions. The Company will make an employer contribution equal to 25% of the related participant contributions for each quarterly period. The employer contribution is deemed to be a taxable benefit to the participant and is subject to income tax, and any applicable statutory deductions in accordance with local tax regulatory authorities.

u Acquisition of Shares. As soon as practicable after withheld payroll deductions and employer contributions are remitted to the brokerage agent designated under the ESPP, but in all cases within 15 business days following the remittance date, the brokerage agent will purchase Shares on behalf of the participants on the open market. The price of Shares purchased in respect of a given quarter shall correspond to the market price at the time of purchase.

u Amendment and Termination of the Plan. The Board of Directors may at any time amend or terminate the ESPP without the approval of the Shareholders, except that no amendment may be made to the ESPP without approval of the Shareholders of the Company if such amendment would increase the number of shares reserved under the ESPP or otherwise require shareholder approval to satisfy the requirements of any securities exchange listing requirement. No amendment or termination may impair shares purchased prior thereto except with the consent of the participant or as necessary to comply with applicable laws. The ESPP has no expiration date.

u Tax Information. The ESPP, and the right of participants to make purchases thereunder, is not intended to qualify under the provisions of Sections 421 and 423 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), nor is it intended to be an “employee benefit plan” within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

Vote Required

The ESPP has been conditionally approved by the Board, subject to Shareholder approval at the Meeting. To be effective, the ESPP must be approved by a majority of the votes cast by the Shareholders present or represented by proxy at the Meeting. If the ESPP is approved at the Meeting, the ESPP will take effect at the close of business on the date of the Meeting; the 2014 ESPP will continue to apply to purchases that are outstanding as of the date of such Shareholder approval, but will automatically terminate following the completion of such outstanding purchases.

The form of resolution that Shareholders will be asked to vote on at the Meeting is as follows:

BE IT RESOLVED, THAT AS AN ORDINARY RESOLUTION, the 2022 Employee Share Purchase Plan (the “2022 ESPP”), a summary of which is set forth in the proxy statement of SSR Mining Inc. (the “Company”) dated April 2022 (the “Proxy Statement”) and a copy of which is attached as “Appendix B” to the Proxy Statement is hereby approved, ratified and confirmed as the employee share purchase plan of the Company;

FURTHER RESOLVED, that as set forth in the 2022 ESPP, a maximum of 3,000,000 of the Company’s common shares are hereby allotted and reserved for issuance under the 2022 ESPP, subject to the limitations set forth therein;

FURTHER RESOLVED, that any one officer or director of the Company be and is hereby authorized and directed for and on behalf and in the name of the Company to execute, whether under the corporate seal of the Company or otherwise, and deliver all such documents and instruments, and to do or cause to be done all such other acts and things, as may be necessary or desirable to give effect to the foregoing.

The Board believes that the approval of the ESPP is in the best interests of the Company and recommends that Shareholders vote FOR the resolutions approving the Company’s ESPP. Unless otherwise instructed, the persons designated on the proxy card intend to vote FOR the resolution to approve the 2022 Employee Share Purchase Plan.

53


SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth information known to the Company regarding the beneficial ownership of the Shares as of March 31, 2022,28, 2024, by:


a.eachEach person who is known by the Company to be the beneficial owner of more than five percent (5%) of the outstanding sharesShares of the Shares;Company;
b.each Named Executive OfficerEach NEO and director nominee of the Company; and
c.allAll current executive officers and director nominees of the Company, as a group.


Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.


The beneficial ownership percentages set forth in the table below are based on 212,556,958202,089,818 Shares issued and outstanding as of March 31, 2022.28, 2024.


Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned Shares.


Directors(1) and Executive Officers
Directors(1) and Executive Officers
Common SharesOther Shares That May be Acquired Within 60 daysTotal Shares Beneficially OwnedPercentage of Class
Directors(1) and Executive Officers
Common SharesOther Shares That May be Acquired Within 60 daysTotal Shares Beneficially OwnedPercentage of Class
A.E. Michael AnglinA.E. Michael Anglin44,000 — 44,000 0.02 %A.E. Michael Anglin52,306 52,306 52,306 0.026 0.026 %
Thomas Bates, Jr.Thomas Bates, Jr.26,230 — 26,230 0.01 %Thomas Bates, Jr.26,230 26,230 26,230 0.013 0.013 %
Brian R. BoothBrian R. Booth18,724 — 18,724 0.01 %Brian R. Booth18,724 18,724 18,724 0.009 0.009 %
Simon A. FishSimon A. Fish— — — — %Simon A. Fish— — — — — %
Leigh Ann FisherLeigh Ann Fisher— — — — %Leigh Ann Fisher— — — — — %
Alan P. KrusiAlan P. Krusi25,091 — 25,091 0.01 %Alan P. Krusi25,091 25,091 25,091 0.012 0.012 %
Daniel MalchukDaniel Malchuk— — — %
Kay PriestlyKay Priestly— — — — %Kay Priestly— — — — — %
Karen SwagerKaren Swager— — — %
Rod AntalRod Antal672,333 — 672,333 0.32 %Rod Antal734,215 734,215 734,215 0.363 0.363 %
Stewart Beckman122,121 — 122,121 0.06 %
Alison WhiteAlison White6,648 — 6,648 — %Alison White25,548 (2)(2)25,548 0.013 0.013 %
F. Edward FaridF. Edward Farid72,328 — 72,328 0.03 %F. Edward Farid86,388 86,388 86,388 0.043 0.043 %
Michael J. SparksMichael J. Sparks103,634 — 103,634 0.05 %Michael J. Sparks112,226 112,226 112,226 0.056 0.056 %
All Directors and Executive Officers as a Group (12 persons)1,091,109 — 1,091,109 0.51 %
Bill MacNevinBill MacNevin20,106 20,106 0.010 %
All Directors and Executive Officers as a Group
(15 persons)
All Directors and Executive Officers as a Group
(15 persons)
1,093,512 — 1,093,512 0.541 %
____________________________________________________________
(1) In 2021, director share units ("DSUs") were awarded to all non-executive directors. DSUs are immediately fully vested and non-forfeitable and, upon retirement from the Board of Directors, the holder of DSUs is entitled to receive the cash value for each DSU. Because DSUs are not settled in Shares of the Company, they are not included in this table.
(1) Director share units ("DSUs") were awarded to all non-executive directors. DSUs are immediately fully vested and non-forfeitable and, upon retirement from the Board of Directors, the holder of DSUs is entitled to receive the cash value for each DSU. Because DSUs are not settled in Shares of the Company, they are not included in this table.(1) Director share units ("DSUs") were awarded to all non-executive directors. DSUs are immediately fully vested and non-forfeitable and, upon retirement from the Board of Directors, the holder of DSUs is entitled to receive the cash value for each DSU. Because DSUs are not settled in Shares of the Company, they are not included in this table.
(2) This amount is based on Ms. White's last Form 4 as an insider of the Company, which was filed on March 11, 2024. Ms. White's employment with the Company ended effective March 7, 2024.(2) This amount is based on Ms. White's last Form 4 as an insider of the Company, which was filed on March 11, 2024. Ms. White's employment with the Company ended effective March 7, 2024.


5460



Certain Beneficial OwnersAudit-Related Fees


The following table shows all holders known to SSR MiningAudit-related fees consist of assurance and related services that are beneficial owners of more than 5 percent ofreasonably related to the outstanding shares of SSR Mining common shares.

NameCommon SharesPercentage of Class
BlackRock, Inc.27,482,342 (1)13.00 %
55 East 52nd Street
New York, New York 10055
Van Eck Associates Corporation20,733,424 (2)9.78 %
666 Third Ave. - 9th Floor
New York, New York 10017
AustralianSuper Pty Ltd.10,988,421 (3)5.19 %
Level 30, 130 Lonsdale Street
Melbourne Victoria 3000
Australia
____________________
(1) As reported on Schedule 13G/A as filed on January 27, 2022, as of December 31, 2021, BlackRock, Inc. and its subsidiaries beneficially owned 27,482,342 Shares, had sole voting power of 26,692,058 Shares and sole dispositive power of 27,482,342 Shares.
(2) As reported on Schedule 13G/A as filed on February 10, 2022, as of December 31, 2021, Van Eck Associates Corporation and its subsidiaries beneficially owned 20,733,424 Shares, had sole voting power of 20,668,774 Shares and sole dispositive power of 20,733,424 Shares.
(3) As reported on Schedule 13G as filed on January 25, 2022, as of December 31, 2021, AustralianSuper Pty Ltd and its subsidiaries beneficially owned 10,988,421 American depositary receipts ("ADRs"), had sole voting power of 10,988,421 ADRs and sole dispositive power of 0 ADRs, each of which represent one Share.

55


REPORT OF THE AUDIT COMMITTEE

SSR Mining strongly values the importance of accurate and transparent financial disclosure and effective internal controls on financial reporting. To that end, the Company is continually working to maintain sound accounting practices, internal controls and risk management practices. The Audit Committee is responsible for the oversight of the Company’s financial reporting and audit processes and related internal controls on behalf of the Board. The Audit Committee actively assists the Board in fulfilling its oversight responsibilities to ensure: (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the qualification and independence of the Company’s independent auditor; and (iv) the effective performance of the Company’s independent auditor. In addition to its audit function,or review of our consolidated financial statements or internal control over financial reporting, such as comfort letters, attest services, consents, and assistance with review of documents filed with the Audit Committee also reviews the risk identification and management process developed by management.

The Board has determined that all members of the Audit Committee are independent accordingSEC. This category may include fees related to the Board’s independence standards as set forth in the Boardperformance of Directors Terms of Reference, NASDAQ requirementsaudits and National Instrument 52-110 - Audit Committees for Canadian companies (“NI 52-110”). The Board has also determined that all members of the Audit Committee are “financially literate” within the meaning of and asattest services not required by NI 52-110. NI 52-110 further prescribes rules regardingstatute or regulations; due diligence related to mergers and acquisitions; and accounting consultations about the responsibilities, compositionapplication of GAAP to proposed transactions.

Tax Fees

Tax fees generally consist of tax compliance and authorityreturn preparation, and tax planning and advice. Tax compliance and return preparation services consist of preparing original and amended tax returns and claims for refunds. Tax planning and advice services consist of support during income tax audits or inquiries.

All Other Fees

This category consists of fees for products and services other than the Audit Committee.services reported above, including fees for subscription to PwC Canada’s online research tool.


At least annually, the Audit Committee reviews the Company’s various disclosure and internal control policies, plans and procedures. The Audit Committee has reviewed and discusseddetermined that the non-audit services rendered by PwC Canada were compatible with management and PricewaterhouseCoopers LLP (“PwC”),maintaining its independence. All such non-audit services were pre-approved by the Audit Committee pursuant to the Company’s independent auditor,pre-approval policy.

Recommendations

Based on the organizational structure, procedurereview and practicesdiscussions discussed above, the Audit Committee recommended to the Board that support the objectivity ofaudited annual financial statements be included in the Company’s internal audit function andAnnual Report on Form 10-K for the effectiveness of the Company’s internal controls over financial reporting as ofyear ended December 31, 2021. 2023, for filing with the SEC and on SEDAR+.

The Audit Committee has also reviewed and discussed with managementPwC Canada the matters required to be discussed by the applicable rules and PwC the audited financial statementsrequirements of the Public Company for the fiscal year ended December 31, 2021, including the quality and acceptability of the Company’s financial reporting practices and the completeness and clarity of the related financial disclosures.

Risk Management and Conflicts of Interest

SSR Mining faces many risks including, but not limited to: financial, regulatory, operational, compliance, and reputational risks. Management is responsible for the day-to-day management of risk and has an enterprise risk management program.Accounting Oversight Board (“PCAOB”). The Audit Committee monitorshas received and reviewed the Company’s risk management process, focusing primarily on financialwritten disclosures and regulatory compliance risk. The Audit Committee receives regular reportsthe letter from PwC Canada required by applicable requirements of the Company’s ethics and compliance activities, including a review of management’s compliance risk assessment andPCAOB regarding the efforts undertaken to mitigate ethics and compliance risks during the year. In addition to ensuring that there are mechanisms for the anonymous submission of ethics and compliance reports generally,independent accountant’s communications with the Audit Committee concerning independence, and has established specific procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. discussed with PwC Canada its independence from SSR Mining.

The Audit Committee also partners withrecommends the EHS&S Committee in analyzing and reviewing the Company’s cybersecurity framework to ensure appropriate measures are in place to mitigate cyber risk.

The Company’s Codeappointment of Conduct requires that all employees and directors avoid any activity that may interfere or conflict, or have the appearance of interfering or conflicting, with their business responsibility. The Audit Committee has the responsibility of reviewing any related-party transactions and in accordance with our Whistleblower Policy responds to any conflict-of-interest situations that may arise.

Independent External Auditor

PwC has beenUnited States as the Company’s independent auditor since 1989. The Company’s independent auditor reports directlyto serve until the 2025 annual meeting of Shareholders.

This Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the Audit Committee, which hasextent the designated authority to appoint, oversee, evaluate and discharge the independent auditor and to approve fees paid for their services. At Audit Committee meetings,Company specifically incorporates such information by reference.

Submitted by the Audit Committee candidly discusses the Company’s financial reporting with the independent auditor, often without management present. The Audit Committee reviews, with the independent auditor, the results of the independent

Kay Priestly, Chair        Brian R. Booth
Thomas R. Bates, Jr.        Leigh Ann Fisher

5659



auditor’s annual audit and quarterly reviews of the Company’s financial statements and related disclosures. The Audit Committee annually reviews the independent auditor’s performance and independence in connection with the Audit Committee’s determination of whether to retain the independent auditor or engage another firm as the independent auditor. As part of the review, the Committee considers the independent auditor’s performance, tenure and familiarity with the Company’s global operations and business, and their capabilities and expertise in handling the breadth and complexity of these operations.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

Subject to applicable law, the Audit Committee is directly responsible for the compensation and oversight of the work of the independent auditor. The Audit Committee has adopted procedures for the approval of engagements for services of its external auditor and the Audit Committee’s policy requires pre-approval of all non-audit services provided by the external auditor.


The following table presents fees for services rendered by PwC:

For the Year Ended December 31,20212020
($)($)
Audit Fees1,716,000(1)1,093,000
Audit-related Fees9,00042,000
Tax Fees10,00032,000
All Other Fees-
Total1,735,000

1,167,000
____________________
(1) This amount includes an increase in fees that was primarily the result of the Company becoming a US domestic issuer and the related transition of the Company’s accounting methods from IFRS to US GAAP.

Audit Fees

Audit fees represent fees of PwC for the audit of our annual consolidated financial statements, the review of condensed consolidated financial statements, and the services that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements, regulatory filings, and similar engagements for the fiscal year. Audit fees also include advice about accounting matters that arose in connection with or as a result of the audit or the review of periodic financial statements and statutory audits that non-U.S. jurisdictions require.

Audit fees for 2021 increased duesets forth information known to the Company becomingregarding the beneficial ownership of the Shares as of March 28, 2024, by:

a.Each person who is known by the Company to be the beneficial owner of more than five percent (5%) of the outstanding Shares of the Company;
b.Each NEO and director nominee of the Company; and
c.All current executive officers and director nominees of the Company, as a US domestic issuer for purposesgroup.

Beneficial ownership is determined according to the rules of filings with the SEC, effective January 1, 2022which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership percentages set forth in the resulting transitiontable below are based on 202,089,818 Shares issued and outstanding as of March 28, 2024.

Unless otherwise noted in the Company’s accounting methods from IFRSfootnotes to US GAAP. The transition required the restatement of 2021 quarterly financial statementsfollowing table, and comparative financial statementssubject to US GAAP. The transition resultedapplicable community property laws, the persons and entities named in increased audit fees for 2021, which will not recur in future periods.the table have sole voting and investment power with respect to their beneficially owned Shares.


Directors(1) and Executive Officers
Common SharesOther Shares That May be Acquired Within 60 daysTotal Shares Beneficially OwnedPercentage of Class
A.E. Michael Anglin52,306 52,306 0.026 %
Thomas Bates, Jr.26,230 26,230 0.013 %
Brian R. Booth18,724 18,724 0.009 %
Simon A. Fish— — — %
Leigh Ann Fisher— — — %
Alan P. Krusi25,091 25,091 0.012 %
Daniel Malchuk— — — %
Kay Priestly— — — %
Karen Swager— — — %
Rod Antal734,215 734,215 0.363 %
Alison White25,548 (2)25,548 0.013 %
F. Edward Farid86,388 86,388 0.043 %
Michael J. Sparks112,226 112,226 0.056 %
Bill MacNevin20,106 20,106 0.010 %
All Directors and Executive Officers as a Group
(15 persons)
1,093,512 — 1,093,512 0.541 %
____________________
(1) Director share units ("DSUs") were awarded to all non-executive directors. DSUs are immediately fully vested and non-forfeitable and, upon retirement from the Board of Directors, the holder of DSUs is entitled to receive the cash value for each DSU. Because DSUs are not settled in Shares of the Company, they are not included in this table.
(2) This amount is based on Ms. White's last Form 4 as an insider of the Company, which was filed on March 11, 2024. Ms. White's employment with the Company ended effective March 7, 2024.

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Audit-Related Fees


Audit-related fees consist of assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements or internal control over financial reporting, such as comfort letters, attest services, consents, and assistance with review of documents filed with the SEC. This category may include fees related to the performance of audits and attest services not required by statute or regulations; due diligence related to mergers and acquisitions; and accounting consultations about the application of GAAP to proposed transactions.


Tax Fees


Tax fees generally consist of tax compliance and return preparation, and tax planning and advice. Tax compliance and return preparation services consist of preparing original and amended tax returns and claims for refunds. Tax planning and advice services consist of support during income tax audits or inquiries.

57



All Other Fees


This category consists of fees for products and services other than the services reported above, including fees for subscription to PwC’sPwC Canada’s online research tool.


The Audit Committee has determined that the non-audit services rendered by PwC Canada were compatible with maintaining its independence. All such non-audit services were pre-approved by the Audit Committee pursuant to the Company’s pre-approval policy.


Recommendations


Based on the review and discussions discussed above, the Audit Committee recommended to the Board that the audited annual financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2023, for filing with the SEC and on SEDAR.SEDAR+.


The Audit Committee has also discussed with PwC Canada the matters required to be discussed by the applicable rules and requirements of the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee has received and reviewed the written disclosures and the letter from PwC Canada required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with PwC Canada its independence from SSR Mining.


The Audit Committee also recommends the appointment of PwC United States as the Company’s independent auditor to serve until the 20232025 annual meeting of Shareholders.


This Audit Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such information by reference.



PROPOSAL No. 5

Ratification of Appointment of Independent Registered Public Accounting Firm

Subject to applicable law,Submitted by the Audit Committee is directly responsible for the compensation and oversight of the work of the independent external auditor. The Audit Committee has adopted procedures for the approval of engagements for services of its external auditor. In addition, the Audit Committee requires pre-approval of all non-audit services provided by the external auditor. For more information on the Audit Committee and the auditor, please refer to the “Report of the Audit Committee” section of this Proxy Statement.


The Audit Committee of the Board has approved the retention of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accountants to audit our financial statements for fiscal year 2022. We expect that a representative of PwC will attend the Annual Meeting to answer appropriate questions and to make a statement if he or she desires.Kay Priestly, Chair        Brian R. Booth

Thomas R. Bates, Jr.        Leigh Ann Fisher
Shareholders are asked to ratify the appointment of PwC, although your ratification is not required, as the auditor of the Company to hold office until the next annual meeting of Shareholders of the Company and to authorize the directors to fix the remuneration of the auditor.

Vote Required

The Board recommends you vote FOR the ratification of the appointment of PwCas the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2022.

Unless otherwise instructed, the persons designated on the proxy card intend to vote FOR the resolution to appoint PricewaterhouseCoopers LLP, as auditor of the Company.


5859



SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to the Company regarding the beneficial ownership of the Shares as of March 28, 2024, by:

a.Each person who is known by the Company to be the beneficial owner of more than five percent (5%) of the outstanding Shares of the Company;
b.Each NEO and director nominee of the Company; and
c.All current executive officers and director nominees of the Company, as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership percentages set forth in the table below are based on 202,089,818 Shares issued and outstanding as of March 28, 2024.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned Shares.

Directors(1) and Executive Officers
Common SharesOther Shares That May be Acquired Within 60 daysTotal Shares Beneficially OwnedPercentage of Class
A.E. Michael Anglin52,306 52,306 0.026 %
Thomas Bates, Jr.26,230 26,230 0.013 %
Brian R. Booth18,724 18,724 0.009 %
Simon A. Fish— — — %
Leigh Ann Fisher— — — %
Alan P. Krusi25,091 25,091 0.012 %
Daniel Malchuk— — — %
Kay Priestly— — — %
Karen Swager— — — %
Rod Antal734,215 734,215 0.363 %
Alison White25,548 (2)25,548 0.013 %
F. Edward Farid86,388 86,388 0.043 %
Michael J. Sparks112,226 112,226 0.056 %
Bill MacNevin20,106 20,106 0.010 %
All Directors and Executive Officers as a Group
(15 persons)
1,093,512 — 1,093,512 0.541 %
____________________
(1) Director share units ("DSUs") were awarded to all non-executive directors. DSUs are immediately fully vested and non-forfeitable and, upon retirement from the Board of Directors, the holder of DSUs is entitled to receive the cash value for each DSU. Because DSUs are not settled in Shares of the Company, they are not included in this table.
(2) This amount is based on Ms. White's last Form 4 as an insider of the Company, which was filed on March 11, 2024. Ms. White's employment with the Company ended effective March 7, 2024.

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Certain Beneficial Owners

The following table shows all holders known to SSR Mining that are beneficial owners of more than 5 percent of the outstanding Shares of SSR Mining as of March 28, 2024.

NameCommon SharesPercentage of Class
Van Eck Associates Corporation21,155,287 10.47 %
666 Third Ave. - 9th Floor
New York, New York 10017
BlackRock, Inc.18,321,830 9.07 %
55 East 52nd Street
New York, New York 10055
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CERTAIN RELATIONSHIPS AND

RELATED PARTY TRANSACTIONS


Related Party Transactions


To the knowledge of the Company, other than as disclosed elsewhere in this Proxy Statement, no officer or director of the Company, any subsidiary, any insider, any nominee director, or any Shareholder owning more than 10% of the voting Shares of the Company (or any associate or affiliate of any of the foregoing), has had any interest, direct or indirect, in any transaction or proposed transaction with the Company or any of its subsidiaries since the commencement of the Company’s most recently completed financial year.


Interest of Certain Persons in Matters to be Acted Upon


With respect to matters to be acted upon at the Annual Meeting, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial interest or otherwise, of any director or executive officer of the Company, or any associate or affiliate of the foregoing, in any matter to be acted upon at the Annual Meeting.


To the knowledge of the Company, other than as disclosed elsewhere in this Proxy Statement, no informed person of the Company, proposed director of the Company, or any associate or affiliate of any informed person or proposed director has had any interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would affect the Company or any of its subsidiaries.

Management Contracts


All management functions of the Company or any of its subsidiaries are performed by the directors and executive officers of the Company and its subsidiaries.


Indebtedness of Officers and Directors


As of the date of this Proxy Statement, no individual who is, or at any time during the most recently completed financial year was, a director or an officer of the Company, and no associate of any such officer or director, or proposed nominee is, or at any time since the beginning of the most recently completed financial year of the Company has been, indebted to the Company or any of its subsidiaries.




OTHER MATTERS


We do not presently know of any matters to be acted upon at the Annual Meeting other than the matters referred to in this Proxy Statement. If any other matter is properly presented, proxy holders will vote on the matter in their discretion.






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FORWARD-LOOKING INFORMATION

Certain statements contained in this Proxy Statement (including information incorporated by reference herein) are "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and are intended to be covered by the safe harbor provided for under these sections. Forward looking statements can be identified with words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “anticipate,” “believe,” “intend,” “estimate,” “projects,” “predict,” “potential,” “continue” and similar expressions, as well as statements written in the future tense. When made, forward-looking statements are based on information known to management at such time and/or management’s good faith belief with respect to future events. Such statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the Company's forward-looking statements. Many of these factors are beyond the Company's ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements include, without limitation: all information related to the Çöpler Incident, including any statements about the impact of the Çöpler Incident on our business, financial condition, results of operations and cash flow, affected individuals and the surrounding community, forecasts and outlook; timing, production, cost, operating and capital expenditure guidance; the Company’s intention to return excess attributable free cash flow to shareholders; the timing and implementation of the Company’s dividend policy; the implementation of any share buyback program; statements regarding plans or expectations for the declaration of future dividends and the amount thereof; future cash costs and all-in sustaining costs (“AISC”) per ounce of gold, silver and other metals sold; the prices of gold, silver, copper, lead, zinc and other metals; mineral resources, mineral reserves, realization of mineral reserves, and the existence or realization of mineral resource estimates; the Company’s ability to discover new areas of mineralization; the timing and extent of capital investment at the Company’s operations; the timing of production and production levels and the results of the Company’s exploration and development programs; current financial resources being sufficient to carry out plans, commitments and business requirements for the next twelve months; movements in commodity prices not impacting the value of any financial instruments; estimated production rates for gold, silver and other metals produced by the Company; the estimated cost of sustaining capital; availability of sufficient financing; receipt of regulatory approvals; the timing of studies, announcements, and analysis; the timing of construction and development of proposed mines and process facilities; ongoing or future development plans and capital replacement; estimates of expected or anticipated economic returns from the Company’s mining projects, including future sales of metals, concentrate or other products produced by the Company and the timing thereof; the Company’s plans and expectations for its properties and operations; and all other timing, exploration, development, operational, financial, budgetary, economic, legal, social, environmental, regulatory, and political matters that may influence or be influenced by future events or conditions.

Such forward-looking information and statements are based on a number of material factors and assumptions, including, but not limited to, timing, exploration, development, operational, financial, budgetary, economic, legal, social, geopolitical, regulatory and political factors that may influence future events or conditions. While we consider these factors and assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. The above list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements and information, and such statements and information will not be updated to reflect events or circumstances arising after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
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GENERAL VOTING MATTERS


Voting Rights


Shareholder of Record


If your sharesShares are registered directly in your name with our transfer agent, Computershare, you are considered the “shareholder of record,” with respect to those shares.Shares. As a shareholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote on the Internet or by phone or mail as instructed in the proxy card to ensure your vote is counted.


Beneficial Owner


If your sharesShares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of sharesShares held in street name. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent on how to vote the sharesShares in your account. Your brokerage firm, bank, or other agent will not be able to vote in the election of directors unless they have your voting instructions, so it is very important that you indicate your voting instructions to the institution holding your shares. Shares. As a beneficial owner of shares,Shares, you are also invited to attend the Annual Meeting virtually. However, since you are not the shareholder of record, you may not vote your sharesShares unless you appoint yourself as a proxyholder to attend the virtual meeting (for Canadian beneficial holders) or request and obtain a valid legal proxy from your broker, bank, or other agent (for US-based beneficial holders).


How to Vote


For Proposal 1, you may vote “For” or “Withhold” with respect to each nominee to the Board. For Proposal 2, you may vote for whether such frequency should be every “One Year,” “Two Years” or “Three Years,” or “Abstain” from voting. For Proposals 3 and 4, you may vote “For”, “Against” or “Withhold” from voting. For Proposal 5,Proposals 3 and 4, you may vote “For” or “Withhold” from voting. The procedures for voting are outlined below.


If you are a shareholderShareholder as of the Record Date, you may vote during the Annual Meeting by (i) attending the Annual Meeting virtually and following the instructions attached as “Appendix“Appendix C” to this Proxy Statement, (ii) or by proxy (x) over the Internet at www.investorvote.com (for Registered Shareholders) or www.proxyvote.com (for Non-Registered Shareholders); (y) by phone by calling 1-866-732-VOTE (8683) from a touch-tone phone (for Registered Shareholder) or calling the toll-free number listed on your VIFvoting instruction form (“VIF”) from a touch tone phone (for Non-Registerednon-Registered Shareholders; or (z) by signing and returning the form of proxy or voting instruction form in the enclosed envelope. For additional information regarding voting, see the “Voting Instructions” section of this Proxy Statement.


Whichever method you use, giving us your proxy means you authorize us to vote your sharesShares at the meetingAnnual Meeting in the manner you direct. If you submit a proxy but do not specify how to vote, the Company representative named in the proxy will vote your sharesShares in favor of the director nominees identified in this Proxy Statement and “For” Proposals 2, 3 4 and 5, and, with respect to Proposal 2, one year.4.


Whether or not you plan to attend the Annual Meeting virtually, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting virtually and vote during the Annual Meeting if you have already voted by proxy.


If you are a beneficial owner and hold sharesShares through another party, such as a bank or brokerage firm, you may receive material from them asking how you want to vote. Simply follow the instructions to ensure that your vote is counted. To vote in person at the Annual Meeting you must appoint yourself as a proxyholder (for Canadian beneficial owners) or obtain a valid legal proxy from your broker, bank, or other agent (for US beneficial owners).Follow the instructions from your broker, bank, or other agent included with the notice, or contact your broker, bank, or other agent.


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You may receive more than one set of proxyproxy-related materials depending on how you hold your shares.Shares. Please vote all of your shares.Shares. To ensure that all of your sharesShares are voted, for each set of proxyproxy-related materials, please submit your proxy by phone, via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope.


Revoking a Proxy


A shareholder of record may revoke any proxy which is not irrevocable by submitting a new proxy bearing a later date, by voting by telephone or over the Internet, or by delivering to the Corporate Secretary of the Company a revocation of the proxy in writing so that it is received by the Company at 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237, prior to the Annual Meeting.


A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.


If you are a beneficial owner, you may revoke your proxy by submitting new instructions to your broker, bank, or other agent, or if you have received a proxy from your broker, bank, or other agent giving you the right to vote your sharesShares at the Annual Meeting, by attending the meetingAnnual Meeting virtually and voting during the meeting.Annual Meeting.


Solicitation


These proxyproxy-related materials are being provided in connection with the solicitation of proxies by the Company and are first being sent to shareholdersShareholders on or about April 14, 2022.12, 2024. We have engaged Laurel Hill Advisory Group, (“Laurel Hill”), to assist in the solicitation of proxies for the annual meeting.Annual Meeting. We have agreed to pay Laurel Hill Advisory Group a fee of C$40,000.42,500. We will also reimburse Laurel Hill Advisory Group for reasonable out-of-pocket expenses and will indemnify Laurel Hill Advisory Group and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxyproxy-related materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxyproxy-related materials to beneficial owners.


Votes Required


The vote required for Proposal 1 for the election of directors by shareholdersShareholders shall be the plurality of the votes cast with respect to a director nominee. This means that the director nominees receiving the highest number of affirmative ‘For’ votes will be elected.Abstentions and “broker non-votes” (as defined below) will not count as votes either ‘For’ or ‘Against’ a nominee.


ProposalsProposal 2 and 3 areis advisory only and will not be binding on the Company or the Board. The frequency that receives the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the virtual Annual Meeting or represented by proxy and entitled to vote on the subject matter, or if no frequency receives the foregoing vote, the frequency that received the highest number of votes cast, shall be considered by the Company and the Board to be the frequency recommended by the shareholders.


Approval of Proposals 3 and 4 and 5 requirerequires the affirmative vote of the holders of a majority of the voting power of the shares of stock present at the virtual Annual Meeting or represented by proxy and entitled to vote on the subject matters. For Proposal 5,Proposals 3 and 4, an abstention will have the same effect as a vote against the proposal because an abstention represents a share considered present and entitled to vote.


If your sharesShares are held by a broker, the broker will ask you how you want your sharesShares to be voted. If you give the broker instructions, your sharesShares must be voted as you direct.If you do not give instructions for Proposal 54 to ratify selection of the Company’s independent registered public accounting firm, the broker may vote your sharesShares at its discretion. For the remaining proposals, including the election of directors, the broker cannot vote your sharesShares at all. When that happens, it is called a “broker non-vote.”Broker non-votes are counted in determining the presence of a quorum at the meeting,Annual Meeting, but they will have no effect on the voting for Proposals 1 2, 3 and 42 because they do not represent sharesShares present and entitled to vote for those proposals.


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Quorum


In order to carry on the business of the meeting,Annual Meeting, we must have a quorum. This means that the holders of record of at least one-third of the voting power of the issued and outstanding shares of capital stock of the CompanyShares entitled to vote at the Annual Meeting must be represented at the Annual Meeting, either by proxy or present at the virtual meeting. Once a quorum is present to organize a meeting, it shall not be broken by the subsequent withdrawal of any shareholders.Shareholders.


Notice-and-Access


The Company is sending out proxy-related materials to Shareholders using the notice-and-access mechanism that came into effect on February 11, 2013 under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer. The Company anticipates that notice-and-access will directly benefit the Company through a reduction in both postage and material costs and also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials.


Shareholders will be provided with electronic access to our Notice of Meeting, this Proxy Statement, the proxy card (if you are a Registered Shareholder) or a VIF (if you are a Non-Registered Holder) and our financial statements for the year ended December 31, 20212023 on the Company’s page on EDGAR (www.sec.gov/edgar.shtml), SEDAR (www.SEDAR.com)SEDAR+ (www.sedarplus.ca) and also on the Company’s website at http://ir.ssrmining.com/investors/agm. The Company has not adopted a stratification procedure whereunder printed copies of the proxy-related material are delivered to certain Shareholders and not to others.


The Company does not intend to pay for intermediaries to forward to objecting beneficial owners under NI 54-101 the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary, and therefore, in the case of an objecting beneficial owner, the objecting beneficial owner will not receive the proxy-related materials unless the objecting beneficial owner’s intermediary assumes the cost of delivery.

Householding


The SEC allows companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Householding is the term used to describe the practice of delivering a single set of notices, proxy statements and annual reports to any household at which two or more shareholdersShareholders reside. This procedure reduces the volume of duplicate information shareholdersShareholders receive and also reduces a company’s printing and mailing costs. Householding will continue until you are notified otherwise or you submit contrary instructions. Each shareholderShareholder retains a separate right to vote on all matters presented at the Annual Meeting.


If, at any time, you wish to receive a separate copy of this Proxy Statement or other proxyproxy-related materials, free of charge, or if you wish to receive separate copies of future annual reports or proxyproxy-related materials, please mail your request to the Corporate Secretary of the Company.


Shareholder Proposals for the 20232025 Annual Meeting of Shareholders


Shareholders who wish to present proposals at our 2023 Annual Meeting2025 annual meeting of Shareholders (the “2023“2025 Annual Meeting”) and wish to have those proposals included in the proxyproxy-related materials to be distributed by us in connection with our 20232025 Annual Meeting must submit their proposals to the Company at 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237 on or before December 15, 2022.13, 2024. Any such proposal must conform to and include the information required by SEC Rule 14a-8 in order for such proposal to be eligible for inclusion in our 20232025 proxy statement. We are not required to include in our proxy statement and form of proxy a shareholder proposal that was received after that date or that otherwise fails to meet the requirements for shareholder proposals established by SEC regulations.


Future Annual Meeting Business

In order to be properly brought before the 20232025 Annual Meeting, regardless of inclusion in our Proxy Statement, notice of a matter a shareholderShareholder wishes to present, including any director nominations, must be delivered to the
66


Company at 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237, not less than 90 days nor more than 120 days prior to the dateone-year anniversary of this year’s annual meeting,Annual Meeting date, which would be no later than the close of business on February 26, 202322, 2025 and no earlier than the close of business on January 27, 2023. 23, 2025.

Further, if you intend to nominate a director other than the Board’s nominee and solicit proxies in support of such director nominee at the 2025 Annual Meeting, you must also provide the notice and additional information required by Rule 14a-19 under the Exchange Act to the Company at the address noted above no later than the close of business on March 24, 2025. This deadline for the supplemental notice and information required under Rule 14a-19 does not supersede any of the timing requirements described in this section.

If, however the date of the meeting2025 Annual Meeting is advanced by more than 30 days, or delayed by more than 60 days, from the planned dateanniversary of this year’s Annual Meeting date, then (i) such written advance notice of a matter that a Shareholder wishes to present at an annual meeting noticemust be received by the shareholder to be timely must be deliveredCompany at the address indicated above not earlier than 90 days prior to the 2025 Annual Meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or 10th day following the day on which public announcement of the date of such meeting is first made by the Company and (ii) the notice and information required by Rule 14a-19 must be received by the Company no later than close of business on the later of the 60th day before the date of the 2025 Annual Meeting or the 10th day following the date on which public announcement of the date of such meeting is first made by the Company.

The Shareholder must also provide all of the information required by our articles and Rule 14a-19.

Voting Results

The results of the Annual Meeting Shareholder vote will be disclosed via a press release and Current Report on Form 8-K and will be available on the Company’s page on EDGAR (www.sec.gov/edgar.shtml) and SEDAR+ (www.sedarplus.ca). The Company will also make available a recording of the Annual Meeting on the Company’s website at http://ir.ssrmining.com/investors/agm, along with the Company’s answers to all appropriate questions received during the Annual Meeting.
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VOTING INSTRUCTIONS


You are a “Registered Shareholder” if your Shares are held in your name. The Company has made a list of all persons who were registered holders of Shares as of the close of business on March 31, 2022,28, 2024, and the number of Shares registered in the name of each person on that date.


Each Shareholder on the Record Date will be entitled to one vote for each Share held by such Shareholder on all matters proposed to come before the Annual Meeting, except to the extent that such Shareholder has transferred any such Shares after the Record Date and the transferee of such Shares establishes ownership thereof and makes a written demand, not later than ten (10) days before the Annual Meeting, to be included on the list of Shareholders entitled to vote at the Annual Meeting, in which case the transferee will be entitled to vote such Shares at the Annual Meeting.


Registered Shareholder Voting


Voting During the Annual Meeting


If you wish to vote while the virtual Annual Meeting is in session, do not complete or return the proxy form. To attend and vote at the Annual Meeting:


log in at https://web.lumiagm.com/445339179meetnow.global/M2MZMTZ at least 15 minutes before the meeting starts
clickselect “Shareholder” on “Join” beneath the meeting ID: 445-339-179login screen
read and accept the terms and conditions in order to proceed to the meeting
enter your username, which is the 15-digit control numberControl Number located on yourthe form of proxy form, and enteror in the password: ssr2022 (case sensitive)email notification you received


If, as a Registered Shareholder, you are using your control number to log-in to the Annual Meeting, and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot at the appropriate time on the matters put forth at the Annual Meeting. If you have already voted by proxy and you vote again during the online ballot during the Annual Meeting, your online vote during the Annual Meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot.


A proxy can be submitted to Computershare either in person, or by mail or courier to:


100 University Avenue, 8th Floor,
Toronto, Ontario,
M5J 2Y1;
or
via the internet at www.investorvote.com.


The proxy must be deposited with Computershare by no later than 5:00 p.m. MDT (Denver) on May 25, 2022,21, 2024, or if the meeting is adjourned or postponed, not less than two (2) business days before the commencement of such adjourned or postponed meeting.


Registered Shareholders who wish to appoint someone other than the management nominees as their proxyholder to attend and participate at the meetingAnnual Meeting as their proxy and vote their sharesShares MUST submit their proxy, appointing that person as proxyholder AND, if that person will be attending the meetingAnnual Meeting online, register that proxyholder online, as described below under the “To“To Register your Proxyholder” section. Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy if your proxyholder will be attending the meetingAnnual Meeting online. Failure to register the proxyholder will result in the proxyholder not receiving a Usernamean Invitation Code that is required to be able to attend and participate at the meeting.Annual Meeting.

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If you are using the UsernameInvitation Code provided by Computershare to login to the online meeting (i.e. Computershare sent you an email with a Username)Invitation Code), you must accept the terms and conditions to represent the sharesShares appointed to you.


Should you just wish to enter as a Guest, accept the terms and conditions and enter as a Guest.


Voting by Proxy


If you are a Registered Shareholder, the applicable proxy form(s) are included in your Notice Package. Registered Shareholders have four options to vote by proxy:


By Telephone (only within Canada or the United States):


Call 1-866-732-VOTE (8683) from a touch-tone phone and follow the instructions. You will need the 15-digit control number located on the proxy form included in the Meeting Materials.proxy-related materials. You do not need to return your proxy form.


By Internet:


Go to www.investorvote.com. You will need the 15-digit control number located on the proxy form included in the Meeting Materials.proxy-related materials. You do not need to return your proxy form.

By Fax:

Complete your voting instructions, sign and date the proxy and fax it to Computershare at 1-866-249-7775 (for Registered Shareholders in Canada and the U.S.) or 1-416-263-9524 (for Registered Shareholders outside Canada and the U.S.)


By Mail:


Complete, date and sign the proxy form included in the Meeting Materialsproxy-related materials and return it in the envelope provided or otherwise by mail to:


Computershare Investor Services Inc.
Attention: Proxy Department
100 University Avenue, 8th Floor
Toronto, Ontario, M5J 2Y1


The persons already named in the proxy included in your Notice Package are either directors or officers of the Company. Please see “General Voting Information — Proxy Voting” above.


Non-Registered Shareholder Voting


Shareholders, or the persons they appoint as their proxies, are permitted to vote at the Annual Meeting. However, in many cases, Shares of the Company that are beneficially owned by a person (a “Non-Registered Holder”) are registered either:


in the name of an intermediary such as a bank, trust company, securities dealer, trustee or administrator of self-administered RRSPs, RRIFs, RESPs, TFSAs or similar plans (each an “Intermediary”) that represents the Non-Registered Holder in respect of its common shares;Shares; or


in the name of a depository (a “Depository”, such as CDS Clearing and Depository Services Inc. or CHESS Depositary Nominees Pty Ltd. (“CDN”)) of which the Intermediary is a participant.

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If you are a Non-Registered Holder (other than a holder of CHESS depositary interests in Australia), and have received these proxy-related materials through your broker, custodian, nominee or other intermediary, please complete and return the VIF provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein. Non-registered holders who have not duly appointed themselves as proxy will not be able to participate at the meeting.Annual Meeting.


As an alternative to submitting your voting instructions to your intermediary by completing and returning your VIF, a Non-Registered Holders may vote using one of the following methods:

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Voting During the Virtual Meeting:


Non-Registered Holders must appoint themselves as proxyholder by registering with Computershare at www.computershare.com/ssrmining as described below under the “To Register your Proxyholder” section, to receive login credentials to attend and vote at the virtual meeting:


log in at https://web.lumiagm.com/445339179meetnow.global/M2MZMTZ at least 15 minutes before the meeting starts
clickselect “Invitation Code” on “Join” beneath the meeting ID: 445-339-179login screen
read and accept the terms and conditions in order to proceed to the meeting
enter your username provided by Computershare via email, provided your appointment has been registered, and enter the password: ssr2022 (case sensitive)Invitation Code located in the email notification you received


Voting By Proxy


By Internet:


Go to www.proxyvote.com, enter your 16-digit control number and provide your voting instructions.


By Telephone:


Call the toll-free number listed on your VIF from a touch tone phone and follow the automatic voice recording instructions to vote. You will need your 16-digit control number to vote.


The Company may utilize the Broadridge QuickVote™ service to assist Non-Registered Holders (other than a holder of CHESS depositary interests in Australia) with voting their Shares. Certain Non-Registered Holders who have not objected to the Company knowing who they are (non-objecting beneficial owners), may be contacted by Laurel Hill Advisory Group to conveniently obtain a vote directly over the telephone.


Canada – Voting Instructions


Generally, Non-Registered Holders will receive a package from their Intermediary containing either:


a VIF that must be properly completed and signed by the Non-Registered Holder and returned to the Intermediary in accordance with the instructions on the VIF;


or, less typically


a form of proxy card that has already been stamped or signed by the Intermediary and is restricted as to the number of Shares beneficially owned by the Non-Registered Holder, but which otherwise has not been completed. In this case, the Non-Registered Holder who wishes to submit a proxy should properly complete the proxy card and deposit it with Computershare by fax or mail as described above. Note that voting by Internet or telephone may not be available for such Non-Registered Holders.


The purpose of these procedures is to permit Non-Registered Holders to direct the voting of Shares of the Company that they beneficially own.

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If you have any questions about the information contained in this Proxy Statement or require assistance in voting your Shares, please contact Laurel Hill Advisory Group, our proxy solicitation agent, by calling toll-free at 1-877-452-7184 (for Shareholders in Canada or the United States) or 1-416-304-0211 (for Shareholders outside North America) or by e-mail at assistance@laurelhill.com.


Australia – Voting Instructions


Non-Registered Holders in Australia hold CHESS Depositary Interests (“CDIs”) of the Company, or units of beneficial ownership of the underlying Shares, which are registered in the name of CDN. As the holders of CDIs are not the legal owners of the underlying Shares, CDN is entitled to vote at the Annual Meeting at the instruction of the holders of the CDIs.


As a result, holders of CDIs can expect to receive a VIF, together with the Meeting Materialsproxy-related materials from LinkComputershare in Australia. These VIFs are to be completed and returned to LinkComputershare in Australia in accordance with the instructions contained therein. CDN is required to follow the voting instructions properly received from holders of CDIs.

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If you hold your interest in CDIs through an Intermediary, you will need to follow the instructions of your Intermediary to request a form of legal proxy.


To obtain a copy of CDN’s Financial Services Guide, go to www.asx.com.au/cdis. Phone +61 2 9338 0000 (overseas) or +02 9227 0885 (within Australia) if you would like a copy sent to you by mail.


CDI holders in Australia, can contact Laurel Hill Advisory Group for assistance by calling toll-free at 1-800-861-409 or by e-mail at assistance@laurelhill.com.


Appointment of a Third-Party as Proxy


The following applies to Shareholders who wish to appoint someone as their proxyholder other than the management nominees named in the form of proxy or VIF. This includes non-registered Shareholders who wish to appoint themselves as proxyholder to attend and participate at the meetingAnnual Meeting online.


To appoint someone other than the management nominees as your proxyholder, you must submit your proxy or VIF to the appropriate party prior to registering your proxyholder. For Registered Shareholders, a proxy can be submitted to Computershare either in person, or by mail or courier, to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The proxy must be deposited with Computershare by no later than 5:00 p.m. MDT (Denver) on May 25, 2022,21, 2024, or if the meeting is adjourned or postponed, not less than two business days before the commencement of such adjourned or postponed meeting. For Non-Registerednon-Registered Shareholders, your proxy or VIF can be submitted to your intermediary by returning your proxy or VIF by mail using the postage-paid envelope provided with your proxyproxy-related materials or via the internet at www.proxyvote.com.


If a shareholderShareholder who has submitted a proxy attends the meeting via the webcast and has accepted the terms and conditions when entering the meeting online, any votes cast by such shareholderShareholder on a ballot will be counted and the submitted proxy will be disregarded.


Registering your proxyholder is an additional step to be completed AFTER you have submitted your proxy or VIF if your proxyholder will be attending the meeting online. Failure to register the proxyholder will result in the proxyholder not receiving login credentials that are required in order to attend and participate at the meeting.Annual Meeting.


To Register your Proxyholder


To register a proxyholder, Shareholders MUST visit www.computershare.com/ssrmining by 5:00 p.m. MDT (Denver) on May 25, 202221, 2024 and provide Computershare with the required proxyholder contact information, so that Computershare may provide the proxyholder with login credentials via e-mail.

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Without login credentials, proxyholders will not be able to attend and vote online at the meeting.Annual Meeting. If you are a Non-Registered Holder and you wish to vote at the meeting online, you must appoint yourself as proxyholder by inserting your own name in the space provided on the VIF sent to you by your intermediary, you must follow all of the applicable instructions provided by your intermediary AND, if you will be attending the meeting online, you must also register yourself as your proxyholder, as described above. By doing so, you are instructing your intermediary to appoint you as proxyholder. Non-registered holders who have not appointed themselves as proxyholderproxyholders cannot vote online during the meeting.Annual Meeting. This is because we and our transfer agent do not maintain the records for non-registered holders of our sharesShares and we have no knowledge of your shareholdings or entitlement to vote, unless you appoint yourself as proxyholder.


If you decide to vote by telephone, you cannot appoint a person to vote your Shares other than our directors or officers whose printed names appear on the proxy form.


It is important to ensure that any other person you appoint is attending the Annual Meeting and is aware that his or her appointment has been made to vote your Shares.

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Deadlines for Voting


Attending the Annual Meeting — If you are planning to attend the Annual Meeting and wish to vote your Shares while the virtual meeting is in session, your vote will be taken and counted at the Annual Meeting.


Using the Proxy Form — If you are voting using the proxy form and voting by fax or by mail, your proxy form should be received by Computershare not later than 5:00 p.m. MDT (Denver) on the second business day preceding the date of the Annual Meeting or any adjournment thereof. If you are a holder of CHESS depositary interests in Australia, please complete and return the form in accordance with the instructions in the Meeting Materials.proxy-related materials. If you do not complete and return the form in accordance with such instructions, you may lose your right to instruct the Registered Shareholder on how to vote at the Annual Meeting on your behalf.


Internet or Telephone — If you are voting your proxy by internet or by telephone, you must do so not later than 5:00 p.m. MDT (Denver) on the second business day preceding the date of the Annual Meeting or any adjournment thereof.


The deadline for the deposit of proxies may be extended or waived by the Chair of the SSR Mining Inc.Annual Meeting at his discretion without notice.


Revoking your Proxy


A Registered Shareholder who has voted by proxy may revoke it by voting again in any manner (as described above), or by depositing an instrument in writing (which includes another proxy form with a later date) executed by you or by your attorney authorized in writing delivered to Computershare by fax or mail (as described above), at any time up to 5:00 p.m. MDT (Denver) on the second business day preceding the date of the Annual Meeting. A Registered Shareholder may also revoke a proxy in any other manner permitted by law. In addition, participation in person in a vote by ballot at the Annual Meeting will automatically revoke any proxy previously given by you in respect of business covered by that vote.


Revocation of Voting Instruction Forms and Proxies


A Non-Registered Holder may revoke a VIF that has been given to an Intermediary by written notice to the Intermediary or by submitting a VIF bearing a later date. In order to ensure that an Intermediary act upon revocation of a VIF, written notice should be received by the Intermediary well in advance of the Annual Meeting. A Non-Registered Holder may revoke a proxy that has been delivered to Computershare by following the instructions as described in “Revoking Your Proxy” above.


Additional Questions or Issues related to Voting your Shares

If you have any questions about the information contained in this Proxy Statement or require assistance in voting your Shares, please contact Laurel Hill Advisory Group, our proxy solicitation agent, by calling toll-free at 1-877-452-7184 (for Shareholders in Canada or the United States) or 1-416-304-0211 (for Shareholders outside North America) or by e-mail at assistance@laurelhill.com.
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