DEF: SSR Mining Prepares for 2026 Annual Meeting Amid Strong Recovery

SSR Mining Inc. announces its 2026 Annual Meeting of Shareholders to elect directors, approve executive compensation, and ratify its auditor, following a year of significant operational recovery and strategic advancements.

Summary

• The Annual Meeting of Shareholders is scheduled for May 7, 2026, and will be held virtually.
• Shareholders will vote on the election of eight directors, an advisory (non-binding) resolution on named executive officer compensation, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026.
• The company reported a strong year of recovery and operational progress in 2025, despite challenges including the continued shutdown of the Ipler mine.
• Safety results strengthened year-over-year at most sites, though one site experienced unacceptable performance and missed the Total Recordable Injury Frequency Rate (TRIFR) target.
• Puna and Cripple Creek & Victor (CC&V) mines outperformed production guidance in 2025, and the CC&V integration was successful.
• The company finished 2025 within its All-In Sustaining Costs (AISC) guidance range, aided by targeted business improvement initiatives.
• Strategic achievements in 2025 included the successful acquisition and integration of CC&V, completion of technical reports for Hod Maden and CC&V, and significant exploration success at Marigold, Puna, and Seabee, leading to mine life extensions and reserve replacement of over 30%.
• The company's share price increased by 387% from February 13, 2024 (the date of the Ipler mine shutdown) to December 31, 2025.
• Executive compensation for 2025 included a 127.79% payout for company Short-Term Incentive (STI) metrics.
• The 2023 Performance Share Units (PSUs), which vested on March 7, 2026, achieved a performance score of 49.97%, indicating a payout below target.
• A one-time cash retention incentive was paid to Named Executive Officers (NEOs) on June 6, 2025, following the Ipler Incident in February 2024, which management stated was necessary and effective in retaining leadership and driving recovery.
• The 2025 advisory 'say-on-pay' vote on executive compensation received 60.35% approval, which is below the 70% threshold, prompting enhanced shareholder outreach efforts.
• The Board has refreshed its composition with new independent directors, including Karen Swager (Jan 2023), Daniel Malchuk (Jan 2024), and Laura Mullen (Feb 2025), enhancing expertise in mining, audit, and financial reporting.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as largely positive, reflecting a strong recovery year for SSR Mining with significant share price appreciation and strategic execution, despite the ongoing Ipler mine shutdown and some executive compensation concerns.

Positives

• The company delivered a strong year of recovery and operational progress in 2025.
• Share price increased by 387% from the Ipler mine shutdown date (February 13, 2024) to December 31, 2025, reestablishing market credibility and outperforming peers and the gold price.
• Puna and Cripple Creek & Victor (CC&V) mines outperformed production guidance in 2025.
• The acquisition and successful integration of CC&V played a central role in reestablishing market credibility.
• Technical reports for both Hod Maden and CC&V were completed, validating the quality of these assets.
• Exploration success at Marigold, Puna, and Seabee further enhanced net asset value, including mine life extensions and reserve replacement of more than 30%.
• The company finished 2025 within its AISC guidance range due to targeted business improvement initiatives.
• Safety results strengthened year-over-year at most sites.
• Closure planning objectives were exceeded, highlighted by Puna's three-year extension of Chinchillas.
• Most operations achieved stretch outcomes in community and stakeholder engagement, reinforcing commitment to responsible mining and positive local relationships.
• The 2025 Short-Term Incentive (STI) company metrics resulted in a 127.79% payout, indicating strong performance against short-term goals.
• The Board has a diverse composition with 37.5% female nominees and measurable objectives for diverse workforce recruitment and development.
• The company has robust corporate governance practices, including an anti-hedging policy, a clawback policy aligned with SEC rules, and double-trigger severance provisions for executive compensation.

Negatives

• The Ipler mine remained shut down throughout 2025 following a significant slip on the heap leach pad in February 2024.
• One company site continued to experience unacceptable safety performance, which was the primary driver for missing the overall TRIFR target.
• Seabee and Marigold operations fell short of production expectations due to blending requirements and temporary power-related disruptions, respectively.
• The 2023 Performance Share Units (PSUs) achieved a performance score of 49.97%, indicating a payout below the target of 100%.
• The 2025 advisory 'say-on-pay' vote on executive compensation received only 60.35% approval, which is below the 70% threshold, prompting increased shareholder engagement.
• The CEO's realized pay in 2020-2023 was noted as 'arbitrarily higher' due to Alacer Gold Corp. equity awards vesting post-merger, which skewed performance against share price comparisons.

Risks

• Financial risks.
• Regulatory risks.
• Operational risks, including those related to the Ipler Incident.
• Legal risks.
• Accounting risks.
• Cybersecurity risks.
• Reputational risks.
• Risks associated with the timing, production, cost, operating and capital expenditure guidance.
• Risks related to commodity prices (gold, silver, copper, lead, zinc and other metals).
• Risks concerning the realization of mineral reserves and resource estimates.
• Risks in discovering new areas of mineralization.
• Risks related to the availability of sufficient financing.
• Risks in obtaining regulatory approvals.
• Risks in efficiently integrating acquired mines and businesses.
• Risks in retaining key technical, professional, or management personnel.
• Risks from geopolitical, regulatory, and political factors that may influence future events or conditions.

Future Outlook

The company is advancing critical workstreams to support a potential restart of the Ipler mine and continues to focus on strategic initiatives for future growth, including exploration success and disciplined execution. The Compensation Committee has refined performance metrics for 2026 PSUs to remove gold production, focusing exclusively on relative Total Shareholder Return (TSR) and Return on Investment (ROI) to strengthen alignment with long-term shareholder value creation.

Management Comments

• "We invest significant time and effort to ensure our compensation programs are competitive in the market and appropriately aligned with the achievement of business results and long-term Shareholder interests."
• "The retention bonuses achieved their intended purpose, as none of the NEOs departed, and the SSRM share price has increased 387% since the shutdown of the Ipler mine through December 31, 2025—evidence that the awards were both necessary and effective."
• "This refinement continues our commitment to evolving the executive compensation program in response to shareholder perspectives, while preserving robust ties between pay and performance in a manner appropriate to our industry."
• "All of Mr. Antal’s awards that vested in 2020 and 2021, as well as the vast majority of the awards that vested in 2022 and 2023, were awards granted by Alacer Gold Corp. (Alacer) prior to its merger with SSR Mining. At the time of the merger, Alacer equity plans had a single trigger change in control vesting provision that would have allowed these awards to vest immediately upon close of the merger. However, Mr. Antal and the other executives who joined SSR during the merger voluntarily waived the single trigger automatic vesting and the awards continued to vest over three years per the original vesting schedules. As a result, Mr. Antal’s compensation, or realized pay, is arbitrarily higher for the years in which the Alacer grants vested, skewing the performance against share price comparison."

Industry Context

StockSavvy.ai notes that SSR Mining's focus on integrating acquired assets like CC&V and advancing exploration aligns with broader industry trends of consolidation and resource expansion in the precious metals sector. The company's emphasis on sustainability, health, and safety, with a significant portion of short-term incentives tied to these metrics, reflects increasing investor and regulatory scrutiny on ESG performance within the mining industry. The challenges faced at the Ipler mine highlight the inherent operational risks in global mining, particularly in politically sensitive or geologically complex regions, a common concern across the sector.

Comparison to Industry Standards

• The company benchmarks executive compensation against a peer group of similarly sized and situated mining companies, including Alamos Gold Inc., B2Gold Corp., Centerra Gold Inc., Coeur Mining Inc., DPM Metals Inc., Eldorado Gold Corporation, Equinox Gold Corp., Hecla Mining Company, Hudbay Minerals Inc., IAMGOLD Corporation, Lundin Gold Inc., OceanaGold Corporation, and Pan American Silver Corp.
• The 2025 Short-Term Incentive (STI) payout of 127.79% for company metrics suggests strong performance relative to internal targets, which are set to align with published guidance.
• The 2023 Performance Share Unit (PSU) performance score of 49.97% indicates a payout below target, suggesting underperformance against long-term metrics (gold production, ROI, relative TSR) compared to initial expectations.
• The 2025 advisory 'say-on-pay' vote of 60.35% approval is below the typical 70-80% threshold often seen as acceptable by institutional investors and proxy advisors, indicating a need for continued engagement on executive compensation practices.
• The 387% share price increase from the Ipler shutdown date (February 13, 2024) to December 31, 2025, significantly outperforms the peer group total shareholder return (261.46% for 2025) and the gold price, demonstrating strong market confidence in the company's recovery and strategic direction post-incident.

Management Changes

Corporate Governance

Legal Proceedings

• Mr. Krusi was a director of Blue Earth (a U.S. entity listed on the Nasdaq stock market) when it filed for bankruptcy in March 2016.
• Ms. Priestly was a director of Stone Energy (a U.S. entity listed on the Nasdaq stock market) when it filed for bankruptcy in December 2016.

Related Party Transactions

• 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, other than as disclosed elsewhere in this Proxy Statement (e.g., director and executive compensation).

Stakeholder Impact

• Shareholders: Direct impact through voting on directors, executive compensation, and auditor. Significant share price recovery (387% increase since Ipler shutdown) indicates positive impact. Say-on-pay results (60.35% approval) indicate some dissatisfaction with executive compensation.
• Employees: Commitment to health and safety, fostering a culture that supports potential, attracting and retaining talent, and respecting freedom of association and collective bargaining. Retention bonuses for NEOs post-Ipler incident.
• Customers/Suppliers: Prioritizing local suppliers where possible.
• Communities: Operations support social and economic development, maximize local hiring, offer skills training, and support community projects. 10% of STI linked to community and stakeholder engagement targets.

Next Steps

• Hold the Annual Meeting of Shareholders on May 7, 2026.
• Shareholders to vote on director elections, executive compensation, and auditor ratification.
• The Board will consider the outcome of the advisory 'say-on-pay' vote when reviewing and approving executive compensation policies and decisions.
• The company will continue enhanced shareholder outreach efforts regarding executive compensation.
• The Governance Committee will require a thorough outreach and search process for new Board positions to ensure a diverse and qualified candidate pool.
• Recruitment and development programs will focus on ensuring a diverse and qualified workforce at all levels of the organization.
• The company intends to include double-trigger change in control provisions in all future compensation plans.
• Shareholder proposals for the 2027 Annual Meeting must be submitted by November 25, 2026.
• Notice for other matters a Shareholder wishes to present at the 2027 Annual Meeting must be delivered between January 7, 2027, and February 6, 2027.
• Voting results of the Annual Meeting will be disclosed via a press release and Current Report on Form 8-K.

Key Dates

Recommendation

SSR Mining has demonstrated a strong recovery in 2025, marked by a substantial 387% increase in share price since the Ipler mine shutdown and solid operational performance at key assets like Puna and CC&V. Strategic initiatives, including successful acquisitions and exploration, further bolster its long-term potential. However, the Ipler mine remains suspended, representing an ongoing operational and financial uncertainty. Additionally, the 2023 PSU payout was below target, and the 60.35% say-on-pay vote indicates some shareholder dissatisfaction with executive compensation. Given these mixed signals—strong recovery and strategic progress balanced by the Ipler uncertainty and compensation concerns—a 'hold' recommendation is prudent. Investors should monitor progress on the Ipler restart and continued operational execution.

Keywords

SSR Mining, Proxy Statement, Annual Meeting, Executive Compensation, Corporate Governance, Mining Operations, Gold Production, AISC, Ipler Mine, Shareholder Return, Risk Management, Sustainability, Director Election, PricewaterhouseCoopers, SEC Filing, Gold Mining, Precious Metals