DEFA14A: SSR Mining Defends Executive Pay Amidst Proxy Advisor Disagreement

SSR Mining urges shareholders to support its executive compensation approach and director nominees, countering recommendations from Glass Lewis.

Summary

• SSR Mining is seeking shareholder support for its executive compensation and director elections at the upcoming Annual Meeting on May 8, 2025.
• The company is addressing concerns raised by Glass Lewis regarding its executive compensation, particularly the compensation of Executive Chairman Rod Antal.
• SSR Mining emphasizes that its compensation program is designed to attract, motivate, and retain qualified executives while aligning their interests with shareholder value.
• A significant portion of executive compensation is variable and tied to company performance, with a heavy focus on long-term incentives.
• Mr. Antal's target compensation remained unchanged from 2023 to 2024, with long-term incentives representing approximately 58% of his target compensation.
• The company argues that Glass Lewis's pay-for-performance analysis is flawed because it overemphasizes a three-year average that is skewed by legacy equity awards from Alacer Gold Corp.
• SSR Mining highlights the importance of management stability following the pler incident and defends the one-time cash retention bonuses awarded to the management team.
• The company points to a significant improvement in total shareholder return since the pler incident.
• SSR Mining encourages shareholders to consider ISS's analysis of the retention bonuses and to vote in favor of the Say on Pay resolution and director nominees.
• Mr. Bates, the Chair of the Compensation Committee, is available to discuss the compensation methodology with shareholders.

Sentiment

Score: 6

Explanation: The document presents a defensive stance, attempting to justify executive compensation in the face of criticism. While highlighting positive TSR, the need to address negative recommendations from Glass Lewis suggests underlying concerns.

Positives

• SSR Mining's compensation program is heavily weighted towards long-term incentives, aligning executive interests with shareholder value.
• The company has demonstrated a significant improvement in total shareholder return since the pler incident.
• Management is available to discuss the compensation methodology with shareholders, demonstrating a commitment to transparency.

Negatives

• Glass Lewis has recommended against the Say on Pay resolution and withholding votes for Mr. Bates.
• The pler incident has created challenges for the company and its management team.
• The company had to issue one-time cash retention bonuses, which proxy advisors typically discourage.

Risks

• Shareholder disapproval of the executive compensation program could lead to negative publicity and potential challenges in retaining key executives.
• The ongoing suspension of operations at the pler mine poses a risk to the company's financial performance.
• The company faces potential risks related to the investigation and remediation of the pler site.

Future Outlook

The company is focused on restarting the pler mine and integrating the Cripple Creek & Victor Mine acquisition.

Management Comments

• Our compensation program is designed to allow the Company to recruit, motivate and retain highly qualified executive officers capable of achieving both the Companys strategic and short-term performance objectives while ultimately creating and preserving long-term shareholder value.
• We believe shareholders should look to the analysis of ISS of the retention bonuses for a more appropriate and qualitative approach.

Industry Context

Proxy advisory firms like ISS and Glass Lewis play a significant role in influencing shareholder votes on executive compensation and governance matters. Disagreements between companies and these firms can create uncertainty and require companies to actively engage with shareholders to defend their positions.

Comparison to Industry Standards

• The document references the VanEck Gold Miners ETF (GDX) and the S&P/TSX Global Gold Index (TTGD) as benchmarks for total shareholder return.
• The company compares its TSR of 122.9% to GDX's 77.6% and TTGD's 87.7% over the period from February 13, 2024, to March 31, 2025.
• The document does not provide specific comparisons to executive compensation practices at comparable mining companies.

Stakeholder Impact

• Shareholders are being asked to vote on executive compensation and director elections.
• Employees are affected by the suspension of operations at the pler mine.
• The company's reputation and financial performance are impacted by the pler incident.

Next Steps

• Shareholders will vote on the Say on Pay resolution and director nominees at the Annual Meeting on May 8, 2025.
• Mr. Bates is available to meet with shareholders to discuss the compensation methodology.

Key Dates

Keywords

executive compensation, proxy statement, shareholder vote, SSR Mining, Glass Lewis, ISS, pler incident, director election, say on pay, compensation program, long-term incentives