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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 |
☒ | No fee required. | ||||
☐ | Fee paid previously with preliminary materials. | ||||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
SSR Mining Inc. | ||
/s/ Rod Antal | /s/ A.E. Michael Anglin | |||||||||||||
Rod Antal | A.E. Michael Anglin | |||||||||||||
Executive Chairman | Lead Independent Director |
Date and Time: | May . | ||||
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 . | ||||
Items of Business: | • •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 2024 Share 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, •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 28, . | ||||
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 |
TABLE OF CONTENTS | TABLE OF CONTENTS | TABLE OF CONTENTS | ||||||||||||||||||||||||||||||||
LETTER TO SHAREHOLDERS | LETTER TO SHAREHOLDERS | i | PROPOSAL No. 2 - Approval, on an Advisory (Non- | 29 | ||||||||||||||||||||||||||||||
NOTICE OF ANNUAL MEETING OF | ii | Binding) Basis, of the Compensation of the Company’s | ||||||||||||||||||||||||||||||||
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LETTER TO SHAREHOLDERS | i | PROPOSAL No. 3 - Approval and adoption of the Company’s | 30 | |||||||||||||||||||||||||||||||
NOTICE OF ANNUAL AND SPECIAL MEETING OF | ||||||||||||||||||||||||||||||||||
SHAREHOLDERS | ||||||||||||||||||||||||||||||||||
SHAREHOLDERS | ||||||||||||||||||||||||||||||||||
SHAREHOLDERS | SHAREHOLDERS | Named Executive Officers Disclosed in the 2022 Proxy | REPORT OF THE COMPENSATION & LEADERSHIP | 33 | ||||||||||||||||||||||||||||||
CDI VOTING PROCESS | CDI VOTING PROCESS | iii | Statement | |||||||||||||||||||||||||||||||
TABLE OF CONTENTS | ||||||||||||||||||||||||||||||||||
TABLE OF CONTENTS | ||||||||||||||||||||||||||||||||||
TABLE OF CONTENTS | TABLE OF CONTENTS | iv | REPORT OF THE COMPENSATION & LEADERSHIP | 30 | iv | Shareholder Outreach | 33 | |||||||||||||||||||||||||||
BUSINESS OF THE MEETING | BUSINESS OF THE MEETING | 1 | DEVELOPMENT COMMITTEE | BUSINESS OF THE MEETING | 1 | Recommendations | 33 | |||||||||||||||||||||||||||
Meeting Format | Meeting Format | 1 | Shareholder Outreach | 30 | Meeting Format | 1 | COMPENSATION DISCUSSION AND ANALYSIS | 34 | ||||||||||||||||||||||||||
Record Date and Entitlement to Vote | Record Date and Entitlement to Vote | 1 | Recommendations | 30 | Record Date and Entitlement to Vote | 1 | Compensation Philosophy | 34 | ||||||||||||||||||||||||||
Items of Business | Items of Business | 1 | COMPENSATION DISCUSSION AND ANALYSIS | 31 | Items of Business | 1 | Named Executive Officers | 35 | ||||||||||||||||||||||||||
Voting Policies | Voting Policies | 2 | Named Executive Officers | 31 | Voting Policies | 2 | Board Oversight and Compensation Governance | 36 | ||||||||||||||||||||||||||
General Information | General Information | 2 | Compensation Philosophy | 32 | General Information | 2 | Compensation-Related Risk | 37 | ||||||||||||||||||||||||||
Annual Report on Form 10-K and Additional | 2 | Board Oversight and Compensation Governance | 33 | |||||||||||||||||||||||||||||||
Information | Compensation-Related Risk | 33 | ||||||||||||||||||||||||||||||||
Annual Report on Form 10-K and Additional Information | Annual Report on Form 10-K and Additional Information | 2 | Compensation Decision-Making Process | 37 | ||||||||||||||||||||||||||||||
Shareholder Engagement | Shareholder Engagement | 3 | Elements of Compensation | 39 | ||||||||||||||||||||||||||||||
Communications with the Board | Communications with the Board | 3 | 2023 Compensation Results | 42 | ||||||||||||||||||||||||||||||
ENVIRONMENTAL, HEALTH, SAFETY, | ENVIRONMENTAL, HEALTH, SAFETY, | 3 | Compensation Decision-Making Process | 34 | ENVIRONMENTAL, HEALTH, SAFETY, | 4 | Executive Share Ownership Guidelines | 45 | ||||||||||||||||||||||||||
SUSTAINABILITY AND COMMUNITY | SUSTAINABILITY AND COMMUNITY | Elements of Compensation | 35 | SUSTAINABILITY AND COMMUNITY | Employment Agreements | 45 | ||||||||||||||||||||||||||||
Commitment to Sustainability | Commitment to Sustainability | 3 | 2022 Compensation Results | 38 | Commitment to Sustainability | 4 | EXECUTIVE COMPENSATION TABLES | 46 | ||||||||||||||||||||||||||
Sustainability Report | Sustainability Report | 3 | Executive Share Ownership Guidelines | 40 | Sustainability Report | 4 | Summary Compensation Table | 46 | ||||||||||||||||||||||||||
Environment and Climate Change | 3 | Employment Agreements | 41 | |||||||||||||||||||||||||||||||
Environment | Environment | 4 | Grants of Plan-Based Awards | 47 | ||||||||||||||||||||||||||||||
Health and Safety | Health and Safety | 4 | EXECUTIVE COMPENSATION TABLES | 42 | Health and Safety | 5 | Outstanding Equity Awards at Fiscal Year-End | 48 | ||||||||||||||||||||||||||
Community Relations | Community Relations | 5 | Summary Compensation Table | 42 | Community Relations | 6 | Option Exercises and Stock Vested | 49 | ||||||||||||||||||||||||||
HUMAN CAPITAL MANAGEMENT | HUMAN CAPITAL MANAGEMENT | 6 | Grants of Plan-Based Awards | 43 | HUMAN CAPITAL MANAGEMENT | 7 | Securities Authorized for Issuance under Equity | 49 | ||||||||||||||||||||||||||
PROPOSAL No. 1 - Election of Directors | PROPOSAL No. 1 - Election of Directors | 8 | Outstanding Equity Awards at Fiscal Year-End | 44 | ||||||||||||||||||||||||||||||
NOMINEES FOR ELECTION TO THE BOARD OF | 9 | Option Exercises and Stock Vested | 45 | |||||||||||||||||||||||||||||||
DIRECTORS | Securities Authorized for Issuance under Equity | 45 | ||||||||||||||||||||||||||||||||
ELECTION OF DIRECTORS | ||||||||||||||||||||||||||||||||||
ELECTION OF DIRECTORS | ||||||||||||||||||||||||||||||||||
ELECTION OF DIRECTORS | 10 | Pension Benefits and Nonqualified Deferred Compensation | 49 | |||||||||||||||||||||||||||||||
Our Board of Directors | Our Board of Directors | 9 | Compensation Plan | |||||||||||||||||||||||||||||||
Board Leadership Structure | ||||||||||||||||||||||||||||||||||
Board Leadership Structure | ||||||||||||||||||||||||||||||||||
Board Leadership Structure | 10 | Potential Payments upon Termination or Change in Control | 50 | |||||||||||||||||||||||||||||||
Lead Independent Director | Lead Independent Director | 10 | CEO Pay Ratio | 53 | ||||||||||||||||||||||||||||||
Skills Composition of the Board | Skills Composition of the Board | 19 | Pension Benefits and Nonqualified Deferred | 45 | Skills Composition of the Board | 11 | Pay Versus Performance | 53 | ||||||||||||||||||||||||||
CORPORATE GOVERNANCE | CORPORATE GOVERNANCE | 20 | Compensation Tables | CORPORATE GOVERNANCE | 19 | PROPOSAL No. 4 - Ratification of Appointment of | 56 | |||||||||||||||||||||||||||
Board Tenure and Term Limits | Board Tenure and Term Limits | 20 | Potential Payments upon Termination or Change in | 46 | ||||||||||||||||||||||||||||||
Director Independence | Director Independence | 21 | Control | |||||||||||||||||||||||||||||||
Director Independence | ||||||||||||||||||||||||||||||||||
Director Independence | 20 | REPORT OF THE AUDIT COMMITTEE | 57 | |||||||||||||||||||||||||||||||
Criteria for Board Membership and Succession Planning | Criteria for Board Membership and Succession Planning | 20 | Risk Management and Conflicts of Interest | 57 | ||||||||||||||||||||||||||||||
Inclusion and Diversity | Inclusion and Diversity | 21 | CEO Pay Ratio | 48 | Inclusion and Diversity | 21 | Independent External Auditor | 57 | ||||||||||||||||||||||||||
Director Share Ownership Guidelines | 22 | Pay Versus Performance | 49 | |||||||||||||||||||||||||||||||
Nomination of Directors and Criteria for Board | 22 | PROPOSAL No. 3 - Ratification of Appointment of | 52 | |||||||||||||||||||||||||||||||
Membership | Independent Registered Public Accounting Firm | |||||||||||||||||||||||||||||||||
Board Leadership Structure | 23 | REPORT OF THE AUDIT COMMITTEE | 53 | |||||||||||||||||||||||||||||||
Director Independence and Categorical Standards | 23 | Risk Management and Conflicts of Interest | 53 | |||||||||||||||||||||||||||||||
Performance of the Board | Performance of the Board | 23 | Independent External Auditor | 53 | Performance of the Board | 22 | Recommendations | 59 | ||||||||||||||||||||||||||
Director Orientation and Continuing Education | Director Orientation and Continuing Education | 23 | Recommendations | 55 | Director Orientation and Continuing Education | 22 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL | 60 | ||||||||||||||||||||||||||
Board Meetings | Board Meetings | 24 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL | 56 | ||||||||||||||||||||||||||||||
Board and Committee Chair Position Descriptions | Board and Committee Chair Position Descriptions | 24 | OWNERS AND MANAGEMENT | |||||||||||||||||||||||||||||||
Board and Committee Chair Position Descriptions | ||||||||||||||||||||||||||||||||||
Board and Committee Chair Position Descriptions | 23 | Certain Beneficial Owners | 61 | |||||||||||||||||||||||||||||||
Board Committees | Board Committees | 25 | Certain Beneficial Owners | 57 | Board Committees | 23 | CERTAIN RELATIONSHIPS AND RELATED PARTY | 62 | ||||||||||||||||||||||||||
Procedures for Approval of Related Persons | 26 | CERTAIN RELATIONSHIPS AND RELATED PARTY | 58 | |||||||||||||||||||||||||||||||
Transactions | TRANSACTIONS | |||||||||||||||||||||||||||||||||
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 Transactions | 26 | Related Party Transactions | 62 | |||||||||||||||||||||||||||||||
Delinquent Section 16 Reports | Delinquent Section 16 Reports | 26 | Interest of Certain Persons in Matters to be Acted Upon | 62 | ||||||||||||||||||||||||||||||
Anti-Hedging Policy | Anti-Hedging Policy | 26 | Related Party Transactions | 58 | Anti-Hedging Policy | 26 | Management Contracts | 62 | ||||||||||||||||||||||||||
Communications with the Board | 26 | Interest of Certain Persons in Matters to be Acted Upon | 58 | |||||||||||||||||||||||||||||||
Ethics & Compliance Training | Ethics & Compliance Training | 26 | Indebtedness of Officers and Directors | 62 | ||||||||||||||||||||||||||||||
DIRECTOR COMPENSATION | DIRECTOR COMPENSATION | 27 | Management Contracts | 58 | DIRECTOR COMPENSATION | 27 | OTHER MATTERS | 62 | ||||||||||||||||||||||||||
Non-Executive Director Share Ownership Guidelines | Non-Executive Director Share Ownership Guidelines | 28 | FORWARD-LOOKING INFORMATION | 63 | ||||||||||||||||||||||||||||||
PROPOSAL No. 2 - Approval, on an Advisory (Non-Binding) | PROPOSAL No. 2 - Approval, on an Advisory (Non-Binding) | 29 | GENERAL VOTING MATTERS | 64 | ||||||||||||||||||||||||||||||
Basis, of the Compensation of the Company’s Named | Basis, of the Compensation of the Company’s Named | Voting Rights | 64 | |||||||||||||||||||||||||||||||
Executive Officers Disclosed in the 2024 Proxy Statement | Executive Officers Disclosed in the 2024 Proxy Statement | How to Vote | 64 |
Indebtedness of Officers and Directors | 58 | VOTING INSTRUCTIONS | 63 | |||||||||||||||||||||||||||||||
OTHER MATTERS | 58 | Registered Shareholder Voting | 63 | |||||||||||||||||||||||||||||||
GENERAL VOTING MATTERS | 59 | Non-Registered Shareholder Voting | 64 | |||||||||||||||||||||||||||||||
Voting Rights | 59 | Canada – Voting Instructions | 65 | |||||||||||||||||||||||||||||||
How to Vote | 59 | Australia – Voting Instructions | 66 | |||||||||||||||||||||||||||||||
Revoking a Proxy | Revoking a Proxy | 60 | Appointment of a Third-Party as Proxy | 66 | Revoking a Proxy | 65 | Non-Registered Shareholder Voting | 69 | ||||||||||||||||||||||||||
Solicitation | Solicitation | 60 | To Register your Proxyholder | 66 | Solicitation | 65 | Canada – Voting Instructions | 70 | ||||||||||||||||||||||||||
Votes Required | Votes Required | 60 | Deadlines for Voting | 67 | Votes Required | 65 | Australia – Voting Instructions | 70 | ||||||||||||||||||||||||||
Quorum | Quorum | 60 | Revoking your Proxy | 67 | Quorum | 66 | Appointment of a Third-Party as Proxy | 71 | ||||||||||||||||||||||||||
Notice-and-Access | Notice-and-Access | 61 | Revocation of Voting Instruction Forms and Proxies | 67 | Notice-and-Access | 66 | To Register your Proxyholder | 71 | ||||||||||||||||||||||||||
Householding | Householding | 61 | APPENDIX A - Non-GAAP Financial Measures | A-1 | Householding | 66 | Deadlines for Voting | 72 | ||||||||||||||||||||||||||
Shareholder Proposals for the 2024 Annual Meeting of | 61 | APPENDIX B - How to Participant in the Meeting | B-1 | |||||||||||||||||||||||||||||||
Shareholder Proposals for the 2025 Annual Meeting of | Shareholder Proposals for the 2025 Annual Meeting of | 66 | Revoking your Proxy | 72 | ||||||||||||||||||||||||||||||
Shareholders | Shareholders | Online | Shareholders | Revocation of Voting Instruction Forms and Proxies | 72 | |||||||||||||||||||||||||||||
Future Annual Meeting Business | Future Annual Meeting Business | 61 | PROXY CARD | Future Annual Meeting Business | 66 | Additional Questions or Issues related to Voting your Shares | 72 | |||||||||||||||||||||||||||
Voting Results | Voting Results | 67 | APPENDIX A - Non-GAAP Financial Measures | A-1 | ||||||||||||||||||||||||||||||
VOTING INSTRUCTIONS | VOTING INSTRUCTIONS | 68 | APPENDIX B - Share Comp Plan | B-1 | ||||||||||||||||||||||||||||||
Registered Shareholder Voting | Registered Shareholder Voting | 68 | APPENDIX C - How to Participant in the Meeting Online | C-1 | ||||||||||||||||||||||||||||||
PROXY CARD |
BUSINESS OF THE MEETING |
Voting Recommendation | ||||||||
Proposal 1: | FOR each nominee | |||||||
Proposal 2: | To approve on an advisory (non-binding) basis, the compensation of the Company’s named executive officers disclosed in this Proxy Statement. | FOR | ||||||
Proposal 3: | To approve, ratify and confirm the Company’s 2024 Share Compensation Plan, as more particularly described and set forth in this Proxy Statement. | FOR | ||||||
Proposal 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, | FOR |
December 31, 2022 | March 28, 2023 | ||||||||||||||||||||||||||||||||||||||||||
December 29, 2023 | December 29, 2023 | March 28, 2024 | |||||||||||||||||||||||||||||||||||||||||
US$ | US$ | $1.00 | $0.74 | US$ | $1.00 | $0.73 | US$ | $1.00 | $0.76 | US$ | $1.00 | $0.74 | |||||||||||||||||||||||||||||||
C$ | C$ | C$1.35 | C$1.00 | C$ | C$1.36 | C$1.00 | C$ | C$1.32 | C$1.00 | C$ | C$1.36 | C$1.00 |
ENVIRONMENTAL, HEALTH, SAFETY, SUSTAINABILITY AND COMMUNITY |
HUMAN CAPITAL MANAGEMENT |
2022 US Workforce Ethnicity Self-Disclosure | ||||||||||||||||||||
Hispanic or Latino | White | American Indian or Alaska Native | Asian | Black or African American | Two or More Races | Prefer Not to Answer | ||||||||||||||
48 | 475 | 11 | 8 | 4 | 9 | 9 |
2023 US Workforce Ethnicity Self-Disclosure | |||||||||||||||||||||||
Hispanic or Latino | White | American Indian or Alaska Native | Native Hawaiian or Other Pacific Islander | Asian | Black or African American | Two or More Races | Prefer Not to Answer | ||||||||||||||||
65 | 434 | 10 | 1 | 9 | 3 | 8 | 6 |
2022 Canada Workforce Ethnicity Self-Disclosure | ||||||||||||||||||||||||||
Hispanic or Latino | Non-Indigenous & Non-Visible Minority | Indigenous | Asian | Black | Native Hawaiian or Other Pacific Islander | Other | Two or More Races | Prefer Not to Answer | ||||||||||||||||||
5 | 121 | 110 | 11 | 2 | 1 | 65 | 9 | 79 |
2023 Canada Workforce Ethnicity Self-Disclosure | ||||||||||||||||||||||||||
Hispanic or Latino | Non-Indigenous & Non-Visible Minority | Indigenous | Asian | Black | Native Hawaiian or Other Pacific Islander | Other | Two or More Races | Prefer Not to Answer | ||||||||||||||||||
7 | 125 | 106 | 6 | 6 | 1 | 69 | 8 | 69 |
PROPOSAL No. 1 |
TO THE BOARD |
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 Board | Director 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: 67 | Board of Directors | 10/10 | ||||||||||||||||||||||||
Corporate Governance and Nominating Committee | 6/6 | |||||||||||||||||||||||||
Berkeley, California, USA | Environmental, Health, Safety and Sustainability Committee | 5/5 | ||||||||||||||||||||||||
Overall Attendance | 100% | |||||||||||||||||||||||||
Voting Results | Other Public Company Board | |||||||||||||||||||||||||
Year | For | Withheld | Antofagasta plc | |||||||||||||||||||||||
2022 | 95.68% | 4.32% | Tulla Resources PLC | |||||||||||||||||||||||
Share Ownership Guidelines as of December 31, 2022 | ||||||||||||||||||||||||||
Common Shares | DSUs | Total of Common Shares and DSUs | Market Value of Common Shares and DSUs(2) | |||||||||||||||||||||||
44,306 | 215,418 | 259,724 | $4,069,875 | |||||||||||||||||||||||
Minimum Value Required | In Compliance with Share Ownership Guidelines | |||||||||||||||||||||||||
480,000 | Yes | |||||||||||||||||||||||||
____________________ | ||||||||||||||||||||||||||
(1) Mr. Anglin was appointed to the Environmental, Health, Safety and Sustainability Committee effective April 1, 2022. | ||||||||||||||||||||||||||
(2) Assumes a market value of $15.67 for each share, which is the close price on the Nasdaq as of December 30, 2022. |
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 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. | ||||||||||||||||||||||||||
President and CEO | Director Skills | |||||||||||||||||||||||||
u Corporate Finance | u Industry Knowledge | |||||||||||||||||||||||||
Director Since: 2020 | u Mergers & Acquisitions | u International | ||||||||||||||||||||||||
u Strategic Leadership | ||||||||||||||||||||||||||
Age: 57 | ||||||||||||||||||||||||||
Board and Committee Membership | Attendance | |||||||||||||||||||||||||
Denver, Colorado, USA | Board of Directors | 10/10 | ||||||||||||||||||||||||
Overall Attendance | 100% | |||||||||||||||||||||||||
Voting Results | Other Public Company Boards | |||||||||||||||||||||||||
Year | For | Withheld | None | |||||||||||||||||||||||
2022 | 99.84% | 0.16% | ||||||||||||||||||||||||
Share Ownership Guidelines as of December 31, 2022(1) | ||||||||||||||||||||||||||
Common Shares | RSUs | PSUs(2) | Total Shares Held | Market Value of Shares Held(3) | ||||||||||||||||||||||
647,333 | 124,781 | 135,907 | 908,021 | $14,228,681 | ||||||||||||||||||||||
Minimum Value Required | In Compliance with Share Ownership Guidelines | |||||||||||||||||||||||||
$5,000,000 | Yes | |||||||||||||||||||||||||
____________________ | ||||||||||||||||||||||||||
(1) As an executive director, Mr. Antal does not receive compensation for serving on the Board and is not subject to the Share Ownership Guidelines for non-executive directors. Therefore, Mr. Antal’s share ownership reflects his holdings as an executive. | ||||||||||||||||||||||||||
(2) Pursuant to our Share Ownership Guidelines for executives, 50% of granted PSUs are included in the calculation to meet the guidelines. | ||||||||||||||||||||||||||
(3) Assumes a market value of $15.67 for each share, which is the close price on the Nasdaq as of December 30, 2022. |
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 Committee | Director Skills | |||||||||||||||||||||||||
u Corporate Finance | u Risk Management | |||||||||||||||||||||||||
u Financial Reporting | u International | |||||||||||||||||||||||||
Director Since: 2020 | u Mergers & Acquisitions | u Human Capital Management | ||||||||||||||||||||||||
u Strategic Leadership | ||||||||||||||||||||||||||
Independent | ||||||||||||||||||||||||||
Board and Committee Membership | Attendance | |||||||||||||||||||||||||
Age: 73 | Board of Directors | 10/10 | ||||||||||||||||||||||||
Audit Committee | 5/5 | |||||||||||||||||||||||||
Fort Worth, Texas, USA | Compensation and Leadership Development Committee | 6/6 | ||||||||||||||||||||||||
Overall Attendance | 100% | |||||||||||||||||||||||||
Voting Results | Other Public Company Boards | |||||||||||||||||||||||||
Year | For | Withheld | Tetra Technologies, Inc. | |||||||||||||||||||||||
2022 | 99.01% | 0.99% | Vantage Drilling International | |||||||||||||||||||||||
Share Ownership Guidelines as of December 31, 2022 | ||||||||||||||||||||||||||
Common Shares | DSUs | Total of Common Shares and DSUs | Market Value of Common Shares and DSUs(1) | |||||||||||||||||||||||
26,230 | 83,942 | 110,172 | $1,726,395 | |||||||||||||||||||||||
Minimum Value Required | In Compliance with Share Ownership Guidelines | |||||||||||||||||||||||||
360,000 | Yes | |||||||||||||||||||||||||
____________________ | ||||||||||||||||||||||||||
(1) Assumes a market value of $15.67 for each share, which is the close price on the Nasdaq as of December 30, 2022. |
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: 2016 | Director Skills | ||||||||||||||||||||||||||||
u Mergers & Acquisitions | u International | ||||||||||||||||||||||||||||
Independent | u Strategic Leadership | u Sustainability & ESG | |||||||||||||||||||||||||||
u Industry Knowledge | |||||||||||||||||||||||||||||
Age: 63 | |||||||||||||||||||||||||||||
Board and Committee Membership | Attendance | ||||||||||||||||||||||||||||
West Vancouver, BC, Canada | Board of Directors | 10/10 | |||||||||||||||||||||||||||
Audit Committee | 5/5 | ||||||||||||||||||||||||||||
Environmental, Health, Safety and Sustainability Committee | 6/6 | ||||||||||||||||||||||||||||
Overall Attendance | 100% | ||||||||||||||||||||||||||||
Voting Results | Other Public Company Boards | ||||||||||||||||||||||||||||
Year | For | Withheld | GFG Resources Inc. | ||||||||||||||||||||||||||
2022 | 99.58% | 0.42% | Peninsula Energy Limited | ||||||||||||||||||||||||||
Share Ownership Guidelines as of December 31, 2022 | |||||||||||||||||||||||||||||
Common Shares | DSUs | Total of Common Shares and DSUs | Market Value of Common Shares and DSUs(1) | ||||||||||||||||||||||||||
18,724 | 51,104 | 69,828 | $1,094,205 | ||||||||||||||||||||||||||
Minimum Value Required | In Compliance with Share Ownership Guidelines | ||||||||||||||||||||||||||||
300,000 | Yes | ||||||||||||||||||||||||||||
____________________ | |||||||||||||||||||||||||||||
(1) Assumes a market value of $15.67 for each share, which is the close price on the Nasdaq as of December 30, 2022. |
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. He serves as director of Heritage Environmental Services Inc., and Alexa Translations A.I. Previously, he served as Executive Vice-President & Chief Legal Officer at Bank of Montreal (2008-2020), Vale Base Metals (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. | |||||||||||||||||||||||||||||
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 Risk Management | u Industry Knowledge | |||||||||||||||||||||||||||
Independent | Board and Committee Membership | Attendance | |||||||||||||||||||||||||||
Board of Directors | 10/10 | ||||||||||||||||||||||||||||
Age: 62 | Compensation and Leadership Development Committee | 6/6 | |||||||||||||||||||||||||||
Corporate Governance and Nominating Committee | 6/6 | ||||||||||||||||||||||||||||
Wellington, ON, Canada | Overall Attendance | 100% | |||||||||||||||||||||||||||
Voting Results | Other Public Company Boards | ||||||||||||||||||||||||||||
Year | For | Withheld | None | ||||||||||||||||||||||||||
2022 | 87.25% | 12.75% | |||||||||||||||||||||||||||
Share Ownership Guidelines as of December 31, 2022 | |||||||||||||||||||||||||||||
Common Shares | DSUs | Total of Common Shares and DSUs | Market Value of Common Shares and DSUs(1) | ||||||||||||||||||||||||||
Nil | 63,055 | 63,055 | $988,072 | ||||||||||||||||||||||||||
Minimum Value Required | In Compliance with Share Ownership Guidelines | ||||||||||||||||||||||||||||
345,000 | Yes | ||||||||||||||||||||||||||||
____________________ | |||||||||||||||||||||||||||||
(1) Assumes a market value of $15.67 for each share, which is the close price on the Nasdaq as of December 30, 2022. |
Leigh Ann Fisher | ||||||||||||||||||||||||||
Ms. Fisher was appointed to the Board of Director of SSR Mining in March 2022. 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: 2022 | Director Skills | |||||||||||||||||||||||||
u Corporate Finance | u Risk Management | |||||||||||||||||||||||||
Independent | u Financial Reporting | u Industry Knowledge | ||||||||||||||||||||||||
u Strategic Leadership | u Human Capital Management | |||||||||||||||||||||||||
Age: 56 | ||||||||||||||||||||||||||
Board and Committee Membership | Attendance(1) | |||||||||||||||||||||||||
Louisville, Tennessee, | Board of Directors | 8/8 | ||||||||||||||||||||||||
USA | Audit Committee | 4/4 | ||||||||||||||||||||||||
Compensation and Leadership Development Committee | 5/5 | |||||||||||||||||||||||||
Overall Attendance | 100% | |||||||||||||||||||||||||
Voting Results | Other Public Company Boards | |||||||||||||||||||||||||
Year | For | Withheld | None | |||||||||||||||||||||||
2022 | 99.75% | 0.25% | ||||||||||||||||||||||||
Share Ownership Guidelines as of December 31, 2022 | ||||||||||||||||||||||||||
Common Shares | DSUs | Total of Common Shares and DSUs | Market Value of Common Shares and DSUs(1) | |||||||||||||||||||||||
Nil | 7,696 | 7,696 | $120,596 | |||||||||||||||||||||||
Minimum Value Required | In Compliance with Share Ownership Guidelines | |||||||||||||||||||||||||
$300,000 | Yes(2) | |||||||||||||||||||||||||
____________________ | ||||||||||||||||||||||||||
(1) Assumes a market value of $15.67 for each share, which is the close price on the Nasdaq as of December 30, 2022. | ||||||||||||||||||||||||||
(2) Ms. Fisher has until March 3, 2027, five (5) years from the date of her election, to meet the Share Ownership Guidelines. |
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 and Sustainability Committee | Director Skills | |||||||||||||||||||||||||
u Mergers & Acquisitions | u Sustainability & ESG | |||||||||||||||||||||||||
u Strategic Leadership | u Technical Innovation / Information Security | |||||||||||||||||||||||||
Director Since: 2020 | u International | |||||||||||||||||||||||||
Independent | Board and Committee Membership | Attendance | ||||||||||||||||||||||||
Board of Directors | 10/10 | |||||||||||||||||||||||||
Age: 68 | Environmental, Health, Safety and Sustainability Committee | 6/6 | ||||||||||||||||||||||||
Corporate Governance and Nominating Committee | 5/6 | |||||||||||||||||||||||||
Maple Valley, Washington, USA | Overall Attendance | 95% | ||||||||||||||||||||||||
Voting Results | Other Public Company Boards | |||||||||||||||||||||||||
Year | For | Withheld | Comfort Systems USA, Inc. | |||||||||||||||||||||||
2022 | 96.18% | 3.82% | Granite Construction, Inc. | |||||||||||||||||||||||
Share Ownership Guidelines as of December 31, 2022 | ||||||||||||||||||||||||||
Common Shares | DSUs | Total of Common Shares and DSUs | Market Value of Common Shares and DSUs(1) | |||||||||||||||||||||||
25,091 | 81,930 | 107,021 | $1,677,019 | |||||||||||||||||||||||
Minimum Value Required | In Compliance with Share Ownership Guidelines | |||||||||||||||||||||||||
345,000 | Yes | |||||||||||||||||||||||||
____________________ | ||||||||||||||||||||||||||
(1) Assumes a market value of $15.67 for each share, which is the close price on the Nasdaq as of December 30, 2022. |
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 Committee | Director Skills | ||||||||||||||||||||||||||||
u Corporate Finance | u Risk Management | ||||||||||||||||||||||||||||
Director Since: 2020 | u Financial Reporting | u Industry Knowledge | |||||||||||||||||||||||||||
u Mergers & Acquisitions | u International | ||||||||||||||||||||||||||||
Independent | u Strategic Leadership | ||||||||||||||||||||||||||||
Age: 67 | Board and Committee Membership | Attendance | |||||||||||||||||||||||||||
Board of Directors | 10/10 | ||||||||||||||||||||||||||||
Park City, Utah, USA | Audit Committee | 5/5 | |||||||||||||||||||||||||||
Corporate Governance and Nominating Committee | 6/6 | ||||||||||||||||||||||||||||
Overall Attendance | 100% | ||||||||||||||||||||||||||||
Voting Results | Other Public Company Boards | ||||||||||||||||||||||||||||
Year | For | Withheld | TechnipFMC plc | ||||||||||||||||||||||||||
2022 | 97.28% | 2.72% | Stericycle, Inc. | ||||||||||||||||||||||||||
Share Ownership Guidelines as of December 31, 2022 | |||||||||||||||||||||||||||||
Common Shares | DSUs | Total of Common Shares and DSUs | Market Value of Common Shares and DSUs(1) | ||||||||||||||||||||||||||
Nil | 22,849 | 22,849 | $358,044 | ||||||||||||||||||||||||||
Minimum Value Required | In Compliance with Share Ownership Guidelines | ||||||||||||||||||||||||||||
$375,000 | Yes(2) | ||||||||||||||||||||||||||||
____________________ | |||||||||||||||||||||||||||||
(1) Assumes a market value of $15.67 for each share, which is the close price on the Nasdaq as of December 30, 2022. | |||||||||||||||||||||||||||||
(2) Ms. Priestly has until September 16, 2025, five (5) years from the date of her election, to meet the Share Ownership Guidelines. |
Overview of our Board's Profile | A.E. Michael Anglin | Rod Antal | Thomas R. Bates, Jr. | Brian R. Booth | Simon A. Fish | Leigh Ann Fisher | Alan P. Krusi | Kay Priestly | Karen Swager | Total | ||||||||||||||||||||||||||||
Skills and Core Capabilities | Corporate Finance | P | P | P | P | 4 | ||||||||||||||||||||||||||||||||
Risk Management | P | P | P | P | P | P | 6 | |||||||||||||||||||||||||||||||
Mergers & Acquisitions | P | P | P | P | P | P | P | P | 8 | |||||||||||||||||||||||||||||
International | P | P | P | P | P | P | P | P | 8 | |||||||||||||||||||||||||||||
Strategic Leadership | P | P | P | P | P | P | P | P | P | 9 | ||||||||||||||||||||||||||||
Human Capital Management | P | P | P | 3 | ||||||||||||||||||||||||||||||||||
Industry Knowledge | P | P | P | P | P | P | P | P | 8 | |||||||||||||||||||||||||||||
Financial Reporting | P | P | P | 3 | ||||||||||||||||||||||||||||||||||
Sustainability & ESG | P | P | P | P | P | 5 | ||||||||||||||||||||||||||||||||
Board Composition | Age | 67 | 57 | 73 | 63 | 62 | 56 | 68 | 67 | 52 | Average | |||||||||||||||||||||||||||
63 | ||||||||||||||||||||||||||||||||||||||
Board Tenure | 15 | 3 | 3 | 7 | 5 | 1 | 3 | 3 | — | Average | ||||||||||||||||||||||||||||
4 | ||||||||||||||||||||||||||||||||||||||
Independence | P | CEO | P | P | P | P | P | P | P | 8 | ||||||||||||||||||||||||||||
89% | ||||||||||||||||||||||||||||||||||||||
Current Membership on Other Public Boards | 2 | 0 | 2 | 2 | 0 | 0 | 2 | 2 | 0 | Average | ||||||||||||||||||||||||||||
1 |
Overview of our Board's Profile | A.E. Michael Anglin | Rod Antal | Thomas R. Bates, Jr. | Brian R. Booth | Simon A. Fish | Leigh Ann Fisher | Alan P. Krusi | Daniel Malchuk | Kay Priestly | Karen Swager | Total | ||||||||||||||||||||||||||||||
Skills and Core Capabilities | Corporate Finance & Capital Allocation | P | P | P | P | 4 | |||||||||||||||||||||||||||||||||||
Risk Management | P | P | P | P | P | P | P | P | 8 | ||||||||||||||||||||||||||||||||
Mergers & Acquisitions | P | P | P | P | P | P | P | P | P | 9 | |||||||||||||||||||||||||||||||
Mining Operations | P | P | P | P | P | 5 | |||||||||||||||||||||||||||||||||||
Human Capital Management | P | P | P | P | P | P | 6 | ||||||||||||||||||||||||||||||||||
Financial Reporting | P | P | P | 3 | |||||||||||||||||||||||||||||||||||||
Environmental, Health, Safety & Sustainability | P | P | P | P | P | P | P | 7 | |||||||||||||||||||||||||||||||||
Governance | P | P | P | P | P | P | P | 7 | |||||||||||||||||||||||||||||||||
Information Technology & Cybersecurity | P | P | 2 | ||||||||||||||||||||||||||||||||||||||
Government Relations | P | P | P | P | P | P | P | P | 8 | ||||||||||||||||||||||||||||||||
Supply Chain Management | P | P | 2 | ||||||||||||||||||||||||||||||||||||||
Attributes | Public Company Board Experience | P | P | P | P | P | P | P | P | P | P | 10 | |||||||||||||||||||||||||||||
Executive Management / Strategic Leadership | P | P | P | P | P | P | P | P | P | P | 10 | ||||||||||||||||||||||||||||||
Industry Knowledge | P | P | P | P | P | P | P | P | P | P | 10 | ||||||||||||||||||||||||||||||
International | P | P | P | P | P | P | P | P | P | P | 10 | ||||||||||||||||||||||||||||||
Board Composition | Age | 68 | 58 | 74 | 64 | 63 | 57 | 69 | 58 | 68 | 53 | Average | |||||||||||||||||||||||||||||
63 | |||||||||||||||||||||||||||||||||||||||||
Board Tenure | 16 | 4 | 4 | 8 | 6 | 2 | 4 | — | 4 | 1 | Average | ||||||||||||||||||||||||||||||
5 | |||||||||||||||||||||||||||||||||||||||||
Independence | P | CEO | P | P | P | P | P | P | P | P | 9 | ||||||||||||||||||||||||||||||
90% | |||||||||||||||||||||||||||||||||||||||||
Self-identified Diversity | P | P | P | P | 4 | ||||||||||||||||||||||||||||||||||||
40% | |||||||||||||||||||||||||||||||||||||||||
Current Membership on Other Public Boards | 1 | 0 | 2 | 2 | 0 | 0 | 2 | 0 | 1 | 0 | Average | ||||||||||||||||||||||||||||||
1 |
Corporate Finance & Capital Allocation– | |||||||||||
Risk Management – | |||||||||||
Mergers & Acquisitions – | 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. | ||||||||||
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 – 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 – 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 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. | ||||||||||
Financial Reporting– | |||||||||||
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 Director | Director Skills | |||||||||||||||||||||||||
u Risk Management | u Mergers & Acquisitions | |||||||||||||||||||||||||
Director Since: 2008 | u Mining Operations | u Governance | ||||||||||||||||||||||||
u Environmental, Health, Safety & Sustainability | u Government Relations | |||||||||||||||||||||||||
Independent | Board and Committee Membership | Attendance | ||||||||||||||||||||||||
Board of Directors | 8/8 | |||||||||||||||||||||||||
Age: 68 | Corporate Governance and Nominating Committee | 5/5 | ||||||||||||||||||||||||
Technical, Safety and Sustainability Committee | 5/5 | |||||||||||||||||||||||||
Berkeley, California, USA | Overall Attendance | 100% | ||||||||||||||||||||||||
Voting Results | Other Public Company Boards | |||||||||||||||||||||||||
Year | For | Withheld | Antofagasta plc | |||||||||||||||||||||||
2023 | 95.69% | 4.31% | ||||||||||||||||||||||||
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 Chairman | Director Skills | |||||||||||||||||||||||||
u Corporate Finance & Capital Allocation | u Mergers & Acquisitions | |||||||||||||||||||||||||
Director Since: 2020 | u Mining Operations | u Government Relations | ||||||||||||||||||||||||
Age: 58 | Board and Committee Membership | Attendance | ||||||||||||||||||||||||
Board of Directors | 8/8 | |||||||||||||||||||||||||
Denver, Colorado, USA | Overall Attendance | 100% | ||||||||||||||||||||||||
Voting Results | Other Public Company Boards | |||||||||||||||||||||||||
Year | For | Withheld | None | |||||||||||||||||||||||
2023 | 99.35% | 0.65% | ||||||||||||||||||||||||
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 Committee | Director 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: 74 | Board and Committee Membership | Attendance | ||||||||||||||||||||||||
Board of Directors | 8/8 | |||||||||||||||||||||||||
Fort Worth, Texas, USA | Audit Committee | 6/6 | ||||||||||||||||||||||||
Compensation and Leadership Development Committee | 5/5 | |||||||||||||||||||||||||
Overall Attendance | 100% | |||||||||||||||||||||||||
Voting Results | Other Public Company Boards | |||||||||||||||||||||||||
Year | For | Withheld | Tetra Technologies, Inc. | |||||||||||||||||||||||
2023 | 98.46% | 1.54% | Vantage Drilling International | |||||||||||||||||||||||
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: 2016 | Director Skills | ||||||||||||||||||||||||||||
u Mergers & Acquisitions | u Mining Operations | ||||||||||||||||||||||||||||
Independent | u Environmental, Health, Safety & Sustainability | u Government Relations | |||||||||||||||||||||||||||
Age: 64 | Board and Committee Membership | Attendance | |||||||||||||||||||||||||||
Board of Directors | 8/8 | ||||||||||||||||||||||||||||
West Vancouver, BC, Canada | Audit Committee | 6/6 | |||||||||||||||||||||||||||
Technical, Safety and Sustainability Committee | 5/5 | ||||||||||||||||||||||||||||
Overall Attendance | 100% | ||||||||||||||||||||||||||||
Voting Results | Other Public Company Boards | ||||||||||||||||||||||||||||
Year | For | Withheld | GFG Resources Inc. | ||||||||||||||||||||||||||
2023 | 99.36% | 0.64% | Peninsula Energy Limited | ||||||||||||||||||||||||||
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 Committee | Director Skills | ||||||||||||||||||||||||||||
u Risk Management | u Mergers & Acquisitions | ||||||||||||||||||||||||||||
u Environmental, Health, Safety & Sustainability | u Governance | ||||||||||||||||||||||||||||
Director Since: 2018 | u Government Relations | ||||||||||||||||||||||||||||
Independent | Board and Committee Membership | Attendance | |||||||||||||||||||||||||||
Board of Directors | 8/8 | ||||||||||||||||||||||||||||
Age: 63 | Compensation and Leadership Development Committee | 5/5 | |||||||||||||||||||||||||||
Corporate Governance and Nominating Committee | 5/5 | ||||||||||||||||||||||||||||
Wellington, ON, Canada | Overall Attendance | 100% | |||||||||||||||||||||||||||
Voting Results | Other Public Company Boards | ||||||||||||||||||||||||||||
Year | For | Withheld | None | ||||||||||||||||||||||||||
2023 | 83.95% | 16.05% | |||||||||||||||||||||||||||
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: 2022 | Director 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 Membership | Attendance | |||||||||||||||||||||||||
Louisville, Tennessee, | Board of Directors | 8/8 | ||||||||||||||||||||||||
USA | Audit Committee | 6/6 | ||||||||||||||||||||||||
Compensation and Leadership Development Committee | 5/5 | |||||||||||||||||||||||||
Overall Attendance | 100% | |||||||||||||||||||||||||
Voting Results | Other Public Company Boards | |||||||||||||||||||||||||
Year | For | Withheld | None | |||||||||||||||||||||||
2023 | 98.50% | 1.50% | ||||||||||||||||||||||||
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 Committee | Director 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 | ||||||||||||||||||||||||
Independent | Board and Committee Membership | Attendance | ||||||||||||||||||||||||
Board of Directors | 8/8 | |||||||||||||||||||||||||
Age: 69 | Technical, Safety and Sustainability Committee | 5/5 | ||||||||||||||||||||||||
Corporate Governance and Nominating Committee | 5/5 | |||||||||||||||||||||||||
Maple Valley, Washington, USA | Overall Attendance | 100% | ||||||||||||||||||||||||
Voting Results | Other Public Company Boards | |||||||||||||||||||||||||
Year | For | Withheld | Granite Construction, Inc. | |||||||||||||||||||||||
2023 | 97.23% | 2.77% | ||||||||||||||||||||||||
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: 2024 | Director 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, Chile | Board and Committee Membership | Attendance(1) | ||||||||||||||||||||||||
Board of Directors | N/A | |||||||||||||||||||||||||
Technical, Safety and Sustainability Committee | N/A | |||||||||||||||||||||||||
Overall Attendance | N/A | |||||||||||||||||||||||||
Voting Results(1) | Other Public Company Boards | |||||||||||||||||||||||||
Year | For | Withheld | None | |||||||||||||||||||||||
2023 | N/A | N/A | ||||||||||||||||||||||||
____________________ | ||||||||||||||||||||||||||
(1) Mr. Malchuk was appointed to the Board of Directors as of January 8, 2024. |
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 Committee | Director 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: 68 | Board and Committee Membership | Attendance | |||||||||||||||||||||||||||
Board of Directors | 8/8 | ||||||||||||||||||||||||||||
Park City, Utah, USA | Audit Committee | 6/6 | |||||||||||||||||||||||||||
Corporate Governance and Nominating Committee | 5/5 | ||||||||||||||||||||||||||||
Overall Attendance | 100% | ||||||||||||||||||||||||||||
Voting Results | Other Public Company Boards | ||||||||||||||||||||||||||||
Year | For | Withheld | TechnipFMC plc | ||||||||||||||||||||||||||
2023 | 97.05% | 2.95% |
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: 2023 | Director 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 Membership | Attendance | ||||||||||||||||||||||||||||
Steinhatchee, Florida, USA | Board of Directors | 8/8 | |||||||||||||||||||||||||||
Technical, Safety and Sustainability Committee | 5/5 | ||||||||||||||||||||||||||||
Overall Attendance | 100% | ||||||||||||||||||||||||||||
Voting Results | Other Public Company Boards | ||||||||||||||||||||||||||||
Year | For | Withheld | None | ||||||||||||||||||||||||||
2023 | 99.65% | 0.35% | |||||||||||||||||||||||||||
CORPORATE GOVERNANCE |
Board Diversity Matrix (as of April | |||||||||||||||||||||||||||||||||||||||||||||||||||||
A.E. Michael Anglin | Rod Antal | Thomas R. Bates, Jr. | Brian R. Booth | Simon A. Fish | Leigh Ann Fisher | Alan P. Krusi | Daniel Malchuk | Kay Priestly | Karen Swager | TOTAL | |||||||||||||||||||||||||||||||||||||||||||
Total Number of Directors | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Gender Identity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Female | P | P | P | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||
Male | P | P | P | P | P | P | P | ||||||||||||||||||||||||||||||||||||||||||||||
Did Not Disclose Gender | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Demographic Background | |||||||||||||||||||||||||||||||||||||||||||||||||||||
African American or Black | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Alaskan Native or Native American or First Nations | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Asian | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Hispanic or Latinx | P | ||||||||||||||||||||||||||||||||||||||||||||||||||||
White | P | P | P | P | P | P | P | P | P | 9 | |||||||||||||||||||||||||||||||||||||||||||
Two or More Races or Ethnicities | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
LGBTQ+ | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Persons with Disabilities | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Military Veteran | P | P | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Did Not Disclose Demographic Background | 0 |
Audit Committee | Compensation and Leadership Development Committee | Corporate Governance and Nominating Committee | ||||||||||||
A.E. Michael Anglin | P | P | ||||||||||||
Rod Antal | ||||||||||||||
Thomas R. Bates, Jr. | P | Chair | ||||||||||||
Brian R. Booth | P | P | ||||||||||||
Simon A. Fish | P | Chair | ||||||||||||
Leigh Ann Fisher | P | P | ||||||||||||
Alan P. Krusi | P | Chair | ||||||||||||
Daniel Malchuk | P | |||||||||||||
Kay Priestly | Chair | P | ||||||||||||
Karen Swager | P |
DIRECTOR COMPENSATION |
2023 Annual Cash Retainer: | |||||
Executive Chairman of the | $ | ||||
Non-Executive Board | $ | 100,000 | |||
Lead Independent Director | $ | 35,000 | |||
Chair of Audit | $ | 25,000 | |||
Chair of Compensation | $ | 20,000 | |||
Chairs of Other | $ | 15,000 | |||
2023 Annual Equity Retainer: | |||||
Executive Chairman of the | $ | ||||
Non-Executive Board | $ | 110,000 | |||
Lead Independent Director | $ | 110,000 |
Fees Earned(1) | Share-Based Awards(2) | All Other Compensation | Total | ||||||||||||||||||||||||||||||||||||||||||||||||
Fees Earned(1) | Fees Earned(1) | Share-Based Awards(2) | All Other Compensation | Total | |||||||||||||||||||||||||||||||||||||||||||||||
Name | Name | ($) | ($) | ($) | Name | ($) | ($) | ($) | |||||||||||||||||||||||||||||||||||||||||||
A.E. Michael Anglin | A.E. Michael Anglin | 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. Booth | Brian R. Booth | 100,000 | 110,000 | (5) | — | 210,000 | |||||||||||||||||||||||||||||||||||||||||||||
Edward C. Dowling, Jr.(6) | 40,659 | 44,725 | (7) | — | 85,384 | ||||||||||||||||||||||||||||||||||||||||||||||
Simon A. Fish | Simon A. Fish | 115,000 | 110,000 | (8) | — | 225,000 | |||||||||||||||||||||||||||||||||||||||||||||
Leigh Ann Fisher(9) | 83,056 | 91,361 | (10) | — | 174,417 | ||||||||||||||||||||||||||||||||||||||||||||||
Leigh Ann Fisher | |||||||||||||||||||||||||||||||||||||||||||||||||||
Alan P. Krusi | Alan P. Krusi | 115,000 | 110,000 | (11) | — | 225,000 | |||||||||||||||||||||||||||||||||||||||||||||
Kay Priestly | Kay Priestly | 125,000 | 110,000 | (12) | — | 235,000 | |||||||||||||||||||||||||||||||||||||||||||||
Karen Swager(11) | |||||||||||||||||||||||||||||||||||||||||||||||||||
____________________ | ____________________ | ____________________ | (1) Directors may elect to receive all, a portion, or none of their cash retainer in DSUs. For 2022, 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. Fisher, $41,528. | (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, 2022 was 215,418. | ||||||||||||||||||||||||||||||||||||||||||||||
(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, $95,833. |
(2) The share-based awards column represents the aggregate grant date fair value of the DSUs that were granted in four equal quarterly installments during the fiscal year as computed in accordance with ASC 718. For each director, the number of DSUs granted was determined by dividing the grant date value of the award by the volume weighted average price ("VWAP") on the NASDAQ for the five trading days immediately preceding the date of grant. | ||||||||||||||||||||
(3) The aggregate number of DSUs held by Mr. Anglin on December 31, 2023 was 239,608 | ||||||||||||||||||||
(4) Mr. Antal did not receive compensation for his service as Executive Chairman. For Mr. Antal's compensation as an executive, see the "Summary Compensation Table" section of this Proxy Statement. | ||||||||||||||||||||
(5) The aggregate number of DSUs held by Mr. Bates on December 31, | ||||||||||||||||||||
(7) The aggregate number of DSUs held by Mr. | ||||||||||||||||||||
(8) The aggregate number of DSUs held by | ||||||||||||||||||||
(9) | ||||||||||||||||||||
(10) The aggregate number of DSUs held by Ms. | ||||||||||||||||||||
(11) | ||||||||||||||||||||
(12) The aggregate number of DSUs held by Ms. |
Annual Cash Retainer | Minimum Value Required | Common Shares | DSUs | Total of Common Shares and DSUs | Market Value of Common Shares and DSUs(1) | Meets Share Ownership Guidelines | ||||||||||||||||||||
Name | ($) | ($) | (#) | (#) | (#) | ($) | ||||||||||||||||||||
A.E. Michael Anglin | 147,500 | 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. Booth | 100,000 | 300,000 | 18,724 | 61,185 | 79,909 | 859,821 | Yes | |||||||||||||||||||
Simon A. Fish | 115,000 | 345,000 | — | 79,991 | 79,991 | 860,703 | Yes | |||||||||||||||||||
Leigh Ann Fisher | 100,000 | 300,000 | — | 18,993 | 18,993 | 204,365 | Yes | (2) | ||||||||||||||||||
Alan P. Krusi | 115,000 | 345,000 | 25,091 | 91,301 | 116,392 | 1,252,378 | Yes | |||||||||||||||||||
Daniel Malchuk | 100,000 | 300,000 | — | — | — | — | Yes | (3) | ||||||||||||||||||
Kay Priestly | 125,000 | 375,000 | — | 32,718 | 32,718 | 352,046 | Yes | (4) | ||||||||||||||||||
Karen Swager | 100,000 | 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. |
PROPOSAL No. 2 |
PROPOSAL No. 3 |
2024 Share Compensation Plan Summary | |||||
Awards | The 2024 Share Compensation Plan (the “Plan”) provides for the award of Restricted Share Units (“RSU”) and Performance Share Units (“PSU”). | ||||
Participant | An 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 - RSUs | The 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 - PSUs | The Board will determine the vesting criteria applicable to PSUs. Generally, PSUs will cliff vest after 36 months. | ||||
Term | The 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. |
Payment/Redemption | At 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 Price | The 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. | ||||
Dividends | Whenever 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 Milestones | The Target Milestones for each Performance Period will be determined by the Board, in its sole discretion, based on measurable 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 Control | The 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 Plan. 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. | ||||
Amendment | The Board may at any time suspend or terminate the Plan 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 Shares 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 accordance with the provisions of the Plan, or to expand the scope of Eligible Persons. | ||||
Common Shares Available for Awards | The number of Shares that may be issued 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 Awards | Awards of RSUs and PSUs are not transferable or assignable, other than pursuant to the Plan in the event of the death, incapacity or infirmity of the Participant. | ||||
Availability of Awards | As 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. |
REPORT OF THE COMPENSATION & LEADERSHIP DEVELOPMENT COMMITTEE |
COMPENSATION DISCUSSION AND ANALYSIS |
What We Do | ||||||||||||||
P | We pay for performance | P | We maintain a robust clawback policy | |||||||||||
P | We regularly review compensation | P | We conduct an annual Say-on-Pay advisory vote | |||||||||||
P | We promote retention with equity awards that vest over three years | P | We have an anti-hedging policy and an insider trading policy | |||||||||||
P | We have a double-trigger severance and equity vesting upon a change of control | P | We have director and executive officer share ownership guidelines | |||||||||||
P | We design our compensation plans to mitigate undue risk-taking | P | We have an independent Compensation and Leadership Development Committee, with all members being independent directors | |||||||||||
What We Do Not Do | ||||||||||||||
O | We do not guarantee incentive compensation | O | We do not grant options | |||||||||||
O | We do not reprice underwater options | O | We do not provide tax gross ups to executives |
Rod Antal | Executive Chairman | |||||||
Age: 58 | Mr. 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 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. |
Alison White | Executive Vice President – Chief Financial Officer | |||||||
Age: 44 | Alison White was appointed Executive Vice President, Chief Financial Officer of SSR Mining in March 2021 and her employment with the Company ended in March 2024. She oversaw 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. |
F. Edward Farid | Executive Vice President – Chief Corporate Development Officer | |||||||
Age: 39 | F. 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 nearly 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 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. |
Michael J. Sparks | Executive Vice President – Chief Legal and Administrative Officer | |||||||
Age: 42 | Michael 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 and administration 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. |
William MacNevin | Executive Vice President – Operations and Sustainability | |||||||
Age: 58 | William (Bill) MacNevin was appointed Executive Vice President, Operations 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 General Manager of the Pueblo Viejo Joint Venture. Bill’s previous roles include CEO of Barrick Nevada and 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. |
Peer Group | ||||||||
Agnico Eagle Mines Limited | Eldorado Gold Corporation | Kinross Gold Corporation | ||||||
Alamos Gold Inc. | Endeavour Mining Corporation | Newcrest Mining Limited | ||||||
Equinox Gold Corp. | OceanaGold Corporation | |||||||
Hecla Mining Corporation | Pan American Silver Corp. | |||||||
IAMGOLD Corporation | ||||||||
The Company’s executive compensation plan is designed to emphasize share ownership and at-risk compensation. For 2023, compensation for NEOs consisted of:
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 salaries offered by comparable North American based mining companies, as well as other relevant considerations. These salaries were
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 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. 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
No changes were made to the NEOs’ STI minimum, target, and maximum payout opportunities in 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
40
No changes were made to the NEOs’ LTIP opportunity percentages in 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 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 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. 41 2023 Compensation Results STI Compensation Results The Board approves STI performance The achievement of STI performance objectives are evaluated in respect of each applicable calendar year, with final results measured as of December 31 of the applicable calendar year. The results for the 2023 Company 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 As a result, 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. The results for the
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
LTI Compensation Results The 2021 PSU performance metrics consist of three equally weighted metrics: gold-equivalent ounces produced,
The performance metrics outlined above equate to a
44 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 of options or the redemption of vested PSUs and RSUs to achieve their share ownership requirement. 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
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 “Potential Payments upon Termination or Change in Control” section of this Proxy Statement.
Summary Compensation Table The following table summarizes the compensation granted and/or earned by our NEOs for the 2023, 2022,
Grants of Plan-Based Awards The table below presents information regarding incentive-based awards granted to each NEO during the year ending December 31,
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 Compensation – Short-Term Incentive Compensation.” 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.” 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,
Option Exercises and Stock Vested The following table summarizes the value of all share-based awards vested or earned for each NEO during the
Securities Authorized for Issuance under Equity Compensation Plan The following table shows details of equity compensation plans as of March 28,
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. 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.
____________________ (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. (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 (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 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,
52 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 We identified our median employee as of December 31, 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 953(a) of the Dodd-Frank
(1) SSR Mining became a reporting company pursuant to Section 13(a) or 15(d) of the Exchange Act in 2021. Therefore, the above table presents information for 2021, 2022, and (2) Mr. Antal served as CEO for 2023, 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 stock price achievement and varying levels of projected and actual achievement of performance goals. For a discussion of the methodology 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 the following adjustments, as computed in accordance with Item 402(v) of Regulation S-K, to calculate CAP:
(4) The Cumulative Total Shareholder Return is based on SSR Mining's (5) The peer group for each listed fiscal year consists of the companies (6) The Company has identified gold-equivalent ounces produced as the company-selected measure, as it represents the most important financial performance measure used to link NEO CAP 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
(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 Performance Measures used to Link CAP to the NEOs in The following table describes the most important financial measures that we use to assess Company performance each year and determine CAP to our NEOs:
In the “Compensation Discussion and Analysis” section of this Proxy Statement, we provide greater detail on the elements of our executive compensation program and our “pay-for-performance” compensation philosophy. We believe the Company’s executive compensation program and the executive compensation decisions included in the
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 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. On September 15, 2023, the Audit Committee approved the dismissal of PricewaterhouseCoopers LLP, Canada (“PwC Canada”) as the Company’s independent registered public accounting firm following the completion of the audit for the year ended December 31, 2023 and approved 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 offices to Denver, Colorado from Vancouver, Canada. The Audit Committee of the Board has approved the retention of Shareholders are asked to ratify the appointment of PwC United States, although your ratification is not required, as the auditor of the Company to hold office until the next annual meeting of Shareholders The Board recommends you vote FOR the ratification of the appointment of PwC United States as the independent registered public accounting firm for the Company for the fiscal year ending December 31, Unless otherwise instructed, the persons designated on the proxy card intend to vote FOR the resolution to appoint
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, 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 according to the Board’s independence standards as set forth in the Board of Directors Terms of Reference, NASDAQ requirements and 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 discussed with management and 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 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
58 Audit Fees Audit fees 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 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, 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 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. Submitted by the Audit Committee Kay Priestly, Chair Brian R. Booth Thomas R. Bates, Jr. Leigh Ann Fisher 59
The following table sets forth information known to the Company regarding the beneficial ownership of the Shares as of March 28, a. b. c. 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 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.
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
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.
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.
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. 63
Voting Rights Shareholder of Record If your Beneficial Owner If your 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”, “Against” or “Withhold” from voting. For If you are a Whichever method you use, giving us your proxy means you authorize us to vote your 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 You may receive more than one set of 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 Solicitation These Votes Required The vote required for Proposal 1 for the election of directors by Proposal 2 is advisory only and will not be binding on the Company or the Board. Approval of If your 65 Quorum In order to carry on the business of the the virtual meeting. Once a quorum is present to organize a meeting, it shall not be broken by the subsequent withdrawal of any 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, 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 If, at any time, you wish to receive a separate copy of this Proxy Statement or other Shareholder Proposals for the Shareholders who wish to present proposals at our Future Annual Meeting Business In order to be properly brought before 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 Further, if you intend to nominate a director other than the Board’s nominee and solicit proxies in support of such director If, however the date of the The 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. 67
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 28, 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 •select •enter the 15-digit Control Number located on the form of proxy or in the email notification you received If, as a Registered Shareholder, you are using your control number to log-in to the Annual Meeting, 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 Registered Shareholders who wish to appoint someone other than the management nominees as their proxyholder to attend and participate at the If you are using the Invitation Code provided by Computershare to login to the online meeting (i.e. Computershare sent you an email with a Invitation Code), you must accept the terms and conditions to represent the 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 By Internet: •Go to www.investorvote.com. You will need the 15-digit control number located on the proxy form included in the By Mail: •Complete, date and sign the proxy form included in the 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 •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. 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 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: 69 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 •select •enter the Invitation Code located in the email notification you received Voting By Proxy By Internet: •Go to www.proxyvote.com, enter your 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 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 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. 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 70 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 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 If a 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 To Register your Proxyholder To register a proxyholder, Shareholders MUST visit www.computershare.com/ssrmining by 5:00 p.m. MDT (Denver) on May Without login credentials, proxyholders will not be able to attend and vote online at the intermediary to appoint you as proxyholder. Non-registered holders who have not appointed themselves as 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. 71 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 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 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. 72 |