DEF 14A: SSR Mining Seeks Shareholder Approval for Executive Pay and Director Elections at 2025 Annual Meeting

SSR Mining's proxy statement outlines key proposals for the 2025 Annual Meeting, including director elections, executive compensation approval, and auditor ratification.

Summary

• SSR Mining Inc. has released its proxy statement for the 2025 Annual Meeting of Shareholders, scheduled to be held virtually on May 8, 2025.
• Shareholders will vote on the election of nine directors, an advisory vote on executive compensation, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting FOR all proposed nominees and proposals.
• The proxy statement details SSR Mining's approach to executive compensation, corporate governance practices, and sustainability initiatives.
• The company emphasizes its commitment to responsible and sustainable operations, as well as its focus on attracting and retaining skilled talent.
• The document also addresses the pler Incident and the forest fire near Seabee, highlighting the company's response and remediation efforts.
• The company's workforce consists of approximately 2,333 full-time employees and 1,189 contract employees as of December 31, 2024.
• The company's Total Recordable Injury Frequency Rate (TRIFR) increased from 2.10 in 2023 to 3.50 in 2024.
• The company's Board of Directors consists of nine members, with three being women.
• The company's Board of Directors has determined that all director nominees, other than Mr. Antal, the Executive Chairman of the Company, are independent.
• The company's Board of Directors has established share ownership guidelines for its non-executive directors, expecting them to accumulate at least three times the value of their annual cash retainer in Shares and/or DSUs within five years.
• The company's Board of Directors has adopted a Diversity Policy and the Compensation and Leadership Development Committee (the Compensation Committee) is responsible for overseeing diversity initiatives across the Company.
• The company's Board of Directors has adopted an anti-hedging policy that prohibits directors, officers, employees, consultants and their respective, immediate family members from selling, purchasing or trading of derivative securities of the Company, including put or call options or other derivative securities, which are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held directly or indirectly.
• The company's Board of Directors has adopted a Clawback Policy that aligns with the final clawback rules adopted by the SEC in October 2022.
• The company's Board of Directors has adopted an Insider Trading Policy that restricts executives, the Board and certain other officers and employees from trading, directly or indirectly, in the Companys securities or in derivatives related to the Companys securities during times when material information concerning the Company exists that has not been disseminated.

Sentiment

Score: 6

Explanation: The document presents a mix of positive initiatives and negative outcomes, such as the pler incident and increased TRIFR, resulting in a neutral sentiment score.

Positives

• The company emphasizes its commitment to responsible and sustainable operations.
• The company is focused on attracting and retaining skilled talent.
• The company has a diverse workforce and is committed to a merit-based hiring process.
• The company has a robust risk register and system for evaluating risks at all levels of the business.
• The company has a robust Shareholder outreach effort both before and after our annual Shareholder meeting.
• The company's Board of Directors has adopted a Diversity Policy and the Compensation and Leadership Development Committee (the Compensation Committee) is responsible for overseeing diversity initiatives across the Company.
• The company's Board of Directors has adopted an anti-hedging policy that prohibits directors, officers, employees, consultants and their respective, immediate family members from selling, purchasing or trading of derivative securities of the Company, including put or call options or other derivative securities, which are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held directly or indirectly.
• The company's Board of Directors has adopted a Clawback Policy that aligns with the final clawback rules adopted by the SEC in October 2022.
• The company's Board of Directors has adopted an Insider Trading Policy that restricts executives, the Board and certain other officers and employees from trading, directly or indirectly, in the Companys securities or in derivatives related to the Companys securities during times when material information concerning the Company exists that has not been disseminated.

Negatives

• The document addresses the pler Incident and the forest fire near Seabee, highlighting the company's response and remediation efforts.
• The company's Total Recordable Injury Frequency Rate (TRIFR) increased from 2.10 in 2023 to 3.50 in 2024.
• The company's Board of Directors has determined that all director nominees, other than Mr. Antal, the Executive Chairman of the Company, are independent.
• The company's Board of Directors has established share ownership guidelines for its non-executive directors, expecting them to accumulate at least three times the value of their annual cash retainer in Shares and/or DSUs within five years.
• The company's Board of Directors has adopted a Diversity Policy and the Compensation and Leadership Development Committee (the Compensation Committee) is responsible for overseeing diversity initiatives across the Company.
• The company's Board of Directors has adopted an anti-hedging policy that prohibits directors, officers, employees, consultants and their respective, immediate family members from selling, purchasing or trading of derivative securities of the Company, including put or call options or other derivative securities, which are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held directly or indirectly.
• The company's Board of Directors has adopted a Clawback Policy that aligns with the final clawback rules adopted by the SEC in October 2022.
• The company's Board of Directors has adopted an Insider Trading Policy that restricts executives, the Board and certain other officers and employees from trading, directly or indirectly, in the Companys securities or in derivatives related to the Companys securities during times when material information concerning the Company exists that has not been disseminated.

Risks

• The pler Incident and the forest fire near Seabee are significant challenges for the company.
• The company's Total Recordable Injury Frequency Rate (TRIFR) increased from 2.10 in 2023 to 3.50 in 2024.
• The company's Board of Directors has determined that all director nominees, other than Mr. Antal, the Executive Chairman of the Company, are independent.
• The company's Board of Directors has established share ownership guidelines for its non-executive directors, expecting them to accumulate at least three times the value of their annual cash retainer in Shares and/or DSUs within five years.
• The company's Board of Directors has adopted a Diversity Policy and the Compensation and Leadership Development Committee (the Compensation Committee) is responsible for overseeing diversity initiatives across the Company.
• The company's Board of Directors has adopted an anti-hedging policy that prohibits directors, officers, employees, consultants and their respective, immediate family members from selling, purchasing or trading of derivative securities of the Company, including put or call options or other derivative securities, which are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held directly or indirectly.
• The company's Board of Directors has adopted a Clawback Policy that aligns with the final clawback rules adopted by the SEC in October 2022.
• The company's Board of Directors has adopted an Insider Trading Policy that restricts executives, the Board and certain other officers and employees from trading, directly or indirectly, in the Companys securities or in derivatives related to the Companys securities during times when material information concerning the Company exists that has not been disseminated.

Future Outlook

The company remains committed to its long-term view of its sustainability responsibilities, setting strong sustainability standards and targets with plans, procedures, and metrics that aim to ensure it balances its commitments to its shareholders, employees and the communities in which it operates.

Management Comments

• Rod Antal, Executive Chairman: 'The Annual Meeting provides us with a valuable opportunity to consider matters of importance to the Company with Shareholders, and we look forward to your participation.'
• The Board of Directors and management look forward to your participation at the Annual Meeting and thank you for your continued support.

Industry Context

The document benchmarks executive compensation against a peer group of similarly sized North American mining companies, reflecting industry standards for talent management.

Comparison to Industry Standards

• The company benchmarks executive compensation against a comparator group of similarly sized and situated mining companies, including Alamos Gold Inc., Eldorado Gold Corporation, IAMGOLD Corporation, B2Gold Corp., Endeavour Mining Corporation, Lundin Gold Inc., Centerra Gold Inc., Equinox Gold Corp., OceanaGold Corporation, Coeur Mining Inc., Hecla Mining Corporation, Pan American Silver Corp., Dundee Precious Metals Inc., and Hudbay Minerals Inc.
• The company aligns its approach to the management of tailings to the Mining Association of Canadas Guide to the Management of Tailings Facilities and local regulations to meet site specific conditions.
• The company strives to adhere to good practice for the safe transportation, storage, use, and disposal of cyanide, informed by industry best practices and the requirements of the International Cyanide Management Code (the Code).

Management Changes

Corporate Governance

Stakeholder Impact

• The pler Incident has had a significant impact on affected individuals and the surrounding community.
• The company supports local social and economic development in three key ways: hiring from the local community, prioritizing local suppliers, and supporting community projects and initiatives.
• The company recognizes the important role its operations can play as catalysts for social and economic development in the communities it operates in and beyond.

Next Steps

• Shareholders are encouraged to vote their shares electronically via the Internet, by telephone or by completing and returning the proxy card or voting instruction card.
• Shareholders are invited to attend the Annual Meeting virtually on May 8, 2025.

Key Dates

Keywords

proxy statement, annual meeting, executive compensation, director elections, corporate governance, sustainability, SSR Mining, mining