DEF 14A of SSR Mining Inc.
Filed Mar 25, 20260000921638-26-000047
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| ☒ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant | | Check the appropriate box: | | | | | ☐ | Preliminary Proxy Statement | | | | ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | | | ☒ | Definitive Proxy Statement | | | | ☐ | Definitive Additional Materials | | | | ☐ | Soliciting Material Pursuant to §240.14a-12 | | |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
SSR MINING INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| ☒ | 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. |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| SSR Mining Inc. | | 2026 Proxy Statement |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237 www.ssrmining.com March 25, 2026 Dear Shareholder: We are pleased to invite you to the Annual Meeting of Shareholders (the “Annual Meeting”) of SSR Mining Inc. (the “Company,” “we,” “us” or “our”), which will be held virtually on May 7, 2026 at 10:00 a.m. MDT (Denver). 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 accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describes the business to be conducted at the Annual Meeting and provides information on the Company’s approach to executive compensation and governance practices. We invest significant time and effort to ensure our compensation programs are competitive in the market and appropriately aligned with the achievement of business results and long-term Shareholder interests. We conduct Shareholder outreach throughout the year and the disclosures contained in the accompanying Proxy Statement reflect feedback received during our outreach efforts. Your participation in the affairs of the Company is important to us and we encourage you to vote your Shares. If you have any questions about the information contained in this Proxy Statement or require assistance in voting your Shares, please contact Alliance Advisors, our proxy solicitation agent, by calling toll-free at 1-833-215-7305 (for Shareholders in the United States) or 1-209-637-2733 (for Shareholders outside the United States) or by e-mail at SSRM@allianceadvisors.com. The Board of Directors and management look forward to your participation at the Annual Meeting and thank you for your continued support. Sincerely,
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | /s/ Rod Antal | | /s/ Thomas R. Bates, Jr. | | | Rod Antal | | Thomas R. Bates, Jr. | | | Executive Chairman | | Lead Independent Director |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| Date and Time: | May 7, 2026, 10:00 a.m. MDT (Denver) . | | Place: | The Annual 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 Meeting, vote and submit your questions on the day of the meeting via the Internet by visiting https://meetnow.global/MSL6VUX and entering the control number included on your proxy card. . | | Items of Business: | •To elect the directors named in this Proxy Statement, each to serve until the next annual meeting of Shareholders and until their respective successors are elected and qualified, or until their earlier resignation or removal; •To approve on an advisory (non-binding) basis, the compensation of the Company’s named executive officers disclosed 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, 2026; and •To transact other business that may properly come before the Annual Meeting, or any adjournments or postponements thereof. . | | Record Date: | The Board of Directors set March 9, 2026 as the record date for the Annual Meeting (the “Record Date”). Only Shareholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. . | | Voting: | Your vote is very important. Whether or not you plan to attend the Annual 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 proxy-related materials. Voting instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement. |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Company is sending out proxy-related materials to Shareholders using the notice-and-access mechanism that came into effect on February 11, 2013 under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer. Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials (such as proxy statements and annual financial statements) online rather than mailing paper copies of such materials to Shareholders. Our annual report on Form 10-K for the year ended December 31, 2025 and the 2026 Proxy Statement are available free of charge at www.ssrmining.com, and the Company's page on EDGAR (www.sec.gov/edgar.shtml) and SEDAR+ (www.sedarplus.ca). You can also request copies of these documents by contacting the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), by telephone at 1-866-962-0498. By order of the Board of Directors, /s/ Eric Gunning Eric Gunning Corporate Secretary March 25, 2026
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| TABLE OF CONTENTS | | | | | LETTER TO SHAREHOLDERS | i | Named Executive Officers | 27 | | NOTICE OF ANNUAL MEETING OF | | Board Oversight and Compensation Governance | 28 | | SHAREHOLDERS | ii | Compensation-Related Risk | 29 | | TABLE OF CONTENTS | iii | Compensation Decision-Making Process | 29 | | BUSINESS OF THE MEETING | 1 | Shareholder Engagement | 31 | | Meeting Format | 1 | Communications with the Board | 34 | | Record Date and Entitlement to Vote | 1 | Elements of Compensation | 34 | | Items of Business | 1 | 2025 Compensation Results | 37 | | Voting Policies | 2 | Executive Share Ownership Guidelines | 40 | | General Information | 2 | Employment Agreements | 40 | | Annual Report on Form 10-K and Additional Information | 2 | Policies and Procedures on the Timing of Equity Awards in | | | PROPOSAL No. 1 - Election of Directors | 3 | Relation to the Disclosure of Material Non-Public Information | 41 | | ELECTION OF DIRECTORS | 4 | Tax and Accounting Considerations | 41 | | Our Board of Directors | 4 | EXECUTIVE COMPENSATION TABLES | 42 | | Board Leadership Structure | 4 | Summary Compensation Table | 42 | | Role of Lead Independent Director | 4 | Grants of Plan-Based Awards | 43 | | Skills Matrix and Composition of the Board | 5 | Outstanding Equity Awards at Fiscal Year-End | 44 | | CORPORATE GOVERNANCE | 12 | Option Exercises and Stock Vested | 45 | | Board Tenure and Term Limits | 12 | Pension Benefits and Nonqualified Deferred Compensation | 45 | | Director Independence | 12 | Tables | | | Criteria for Board Membership and Succession Planning | 13 | Potential Payments upon Termination or Change in Control | 45 | | Inclusion | 13 | CEO Pay Ratio | 47 | | Performance of the Board | 14 | Pay Versus Performance | 48 | | Director Orientation and Continuing Education | 15 | PROPOSAL No. 3 - Ratification of Appointment of | | | Board Meetings | 15 | Independent Registered Public Accounting Firm | 51 | | Board and Committee Chair Position Descriptions | 16 | REPORT OF THE AUDIT COMMITTEE | 52 | | Board Committees | 16 | Risk Management and Conflicts of Interest | 52 | | Bankruptcies; Corporate Cease Trade Orders | 18 | Independent External Auditor | 52 | | Procedures for Approval of Related Persons Transactions | 18 | Recommendations | 54 | | Anti-Hedging Policy | 19 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL | | | Ethics & Compliance Training | 19 | OWNERS AND MANAGEMENT | 55 | | SUSTAINABILITY, HEALTH AND SAFETY AND COMMUNITY | | Certain Beneficial Owners | 55 | | AND COMMUNITY | 20 | CERTAIN RELATIONSHIPS AND RELATED PARTY | | | Sustainability | 20 | TRANSACTIONS | 57 | | Health and Safety | 20 | Related Party Transactions | 57 | | Community | 21 | Interest of Certain Persons in Matters to be Acted Upon | 57 | | HUMAN CAPITAL MANAGEMENT | 21 | Management Contracts | 57 | | DIRECTOR COMPENSATION | 22 | Indebtedness of Officers and Directors | 57 | | Non-Executive Director Share Ownership Guidelines | 23 | OTHER MATTERS | 57 | | PROPOSAL No. 2 - Approval, on an Advisory (Non-Binding) | | FORWARD-LOOKING INFORMATION | 58 | | Basis, of the Compensation of the Company’s Named | 24 | GENERAL VOTING MATTERS | 59 | | Executive Officers Disclosed in the 2026 Proxy Statement | | Voting Rights | 59 | | REPORT OF THE COMPENSATION & LEADERSHIP | | How to Vote | 59 | | DEVELOPMENT COMMITTEE | 25 | Revoking a Proxy | 60 | | Shareholder Outreach | 25 | Solicitation | 60 | | Recommendations | 25 | Votes Required | 60 | | COMPENSATION DISCUSSION AND ANALYSIS | 26 | Quorum | 61 | | Compensation Philosophy | 26 | Notice-and Access | 61 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| Householding | 61 | Appointment of a Third-Party as Proxy | 65 | | Shareholder Proposals for the 2027 Annual Meeting of | | To Register your Proxyholder | 66 | | Shareholders | 61 | Deadlines for Voting | 66 | | Future Annual Meeting Business | 61 | Revoking your Proxy | 67 | | Voting Results | 62 | Revocation of Voting Instruction Forms and Proxies | 67 | | VOTING INSTRUCTIONS | 63 | Additional Questions or Issues related to Voting your Shares | 67 | | Registered Shareholder Voting | 63 | APPENDIX A - Non-GAAP Measure - AISC | A-1 | | Non-Registered Shareholder Voting | 64 | APPENDIX B - How to Participate in the Meeting Online | B-1 | | Canada – Voting Instructions | 65 | PROXY CARD AND NOTICE OF AVAILABILITY | |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| BUSINESS OF THE MEETING |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
The 2026 Annual Meeting (the “Annual Meeting”) of holders of common shares (“Shareholders”) of SSR Mining Inc. (“SSR Mining,” the “Company,” “we,” “us” and “our”) will take place on May 7, 2026 at 10:00 a.m. MDT (Denver). This Proxy Statement references policies, guidelines and other documents of the Company that are located on the Company’s website (www.ssrmining.com). The information on our website, including specific documents we reference, are not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the United States Securities and Exchange Commission (the “SEC”) on EDGAR or with Canadian regulatory authorities through SEDAR+. Meeting Format The Annual Meeting will be held exclusively online as a live audio webcast. There will be no physical meeting location. Shareholders may access and participate in the Annual Meeting by visiting https://meetnow.global/MSL6VUX. All Shareholders as of the record date may attend and listen to the webcast, as well as vote during the Annual Meeting by following the instructions listed on their proxy card. The webcast will begin at 10:00 a.m. MDT, on May 7, 2026. We encourage you to access the Annual Meeting prior to the start time. You may vote prior to the Annual Meeting by telephone, over the Internet or by completing, signing, dating and returning your proxy card as soon as possible. For more information, please refer to the “General Voting Matters” and “Voting Instructions” sections of this Proxy Statement. Shareholders or duly appointed proxyholders may submit questions during the Annual Meeting via the virtual meeting interface. Questions regarding procedural matters or directly related to the motions before the Annual Meeting will be addressed after all business items have been presented. All other questions will be addressed during the question-and-answer session following the conclusion of the formal meeting. For specific instructions for accessing the webcast, submitting questions, or for technical support, please refer to “Appendix B: How to Participate in the Meeting Online” attached to this Proxy Statement. Record Date and Entitlement to Vote Only holders of the Company’s common shares (the “Shares”) as recorded in our stock register at the close of business on March 9, 2026 (the “Record Date”), may vote at the Annual Meeting. On March 9, 2026, there were 204,782,531 Shares issued and outstanding. As of the date of this Proxy Statement, the Company has not issued any shares of preferred stock, no Shares have multiple voting rights and there are no non-voting Shares. Each Share is entitled to one vote on any matter submitted to a vote of our Shareholders. Items of Business
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | | Voting Recommendation | | Proposal 1: | To elect the directors named in this Proxy Statement, each to serve until the next annual meeting of shareholders and until their respective successors are elected and qualified, or until their earlier resignation of removal. | FOR each nominee | | Proposal 2: | To approve on an advisory (non-binding) basis, the compensation of the Company’s named executive officers disclosed in this Proxy Statement. | FOR | | Proposal 3: | 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, 2026. | FOR |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Aside from the aforementioned voting matters, the Company’s board of directors (“Board of Directors” or the “Board”) has no knowledge of any matters to be presented at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, Shares represented by all proxies received by the Board will be voted with respect thereto in accordance with the judgment of the persons appointed as proxies. Voting Policies Under the Company’s majority voting policy, all general business matters to be considered at an annual meeting of the Shareholders will each be determined by a majority of votes cast at an annual meeting by proxy or in person. General business matters include the election of each nominee proposed for election as a director of the Company in an uncontested election and the ratification of the Company’s auditors, which are the matters presented at the Annual Meeting, among other general business matters as set forth in the Company’s articles. Special business matters to be considered at an annual meeting of the Shareholders will each be determined by two-thirds of votes cast at an annual meeting by proxy or in person. Special business matters include, but are not limited to, approval of mergers or business combinations and approval of amendments to the Company’s articles. There are no special business matters to be considered at the Annual Meeting. General Information Common Shares Outstanding As of the close of business on March 9, 2026, there were 204,782,531 Shares outstanding. The Shares trade under the symbol “SSRM” on the Nasdaq Stock Exchange (“Nasdaq”) and the Toronto Stock Exchange (“TSX”). Principal Holders of Voting Securities Based on information available to the Company and to the knowledge of the Board and executive officers of the Company, other than those Shareholders identified in the “Security Ownership of Certain Beneficial Owners and Management” section of this Proxy Statement, no person, firm or company beneficially owns, directly or indirectly, or exercises control or direction over, more than 5% of the Company’s issued and outstanding voting securities. Date of Information and Currency Except as otherwise stated, the information contained herein is given as of March 9, 2026. Unless otherwise specified, all dollar amounts herein are expressed in United States dollars. Annual Report on Form 10-K and Additional Information A copy of our annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC, is available to Shareholders without charge upon written request directed to the Corporate Secretary of SSR Mining Inc. at 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237. The Company makes available on our website, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after filing. Such filings are also available, free of charge, through the SEC’s EDGAR system and on the Company’s profile on SEDAR+. Additional information relating to SSR Mining is available on our website at www.ssrmining.com, and under the Company’s profile on EDGAR (www.sec.gov/edgar.shtml) and on SEDAR+ (www.sedarplus.ca). Financial and other information of SSR Mining is provided in its audited consolidated financial statements and management’s discussion and analysis for the financial year ended December 31, 2025, and in our annual report on Form 10-K which can be found under our profile on EDGAR and on SEDAR+ and will be sent without charge to any security holder upon request by contacting the Corporate Secretary of SSR Mining at 6900 E. Layton Avenue, Suite 1300, Denver, Colorado 80237, or by telephone at (303) 292-1299. The information is on our website and shall not be deemed to be a part of this Proxy Statement. Election of Directors Shareholders are asked to elect eight (8) directors. All nominees have established their eligibility and willingness to serve as directors. The Board has determined that, at the present time, there will be eight (8) directors. For more information on the nominees, please refer to the “Election of Directors” section of this Proxy Statement. Nominees will, subject to actions that may be taken in compliance with the Company’s Articles and applicable corporate law, hold office until the next annual meeting of Shareholders or until their successors are elected or appointed in accordance with the Company’s Articles or applicable corporate law. Majority Voting Policy The Company’s majority voting policy states that any nominee proposed for election as a director of the Company in an uncontested election must be elected by a majority of the votes cast. If a director is not elected by at least a majority, such director must immediately tender his or her resignation to the Executive Chairman. The Corporate Governance and Nominating Committee (the “Governance Committee”) will consider such resignation and will make a recommendation to the Board and, absent exceptional circumstances, the Board will accept the resignation of such nominee. Within 90 days of the Annual Meeting, the Board will issue a press release disclosing the Board’s decision to accept or reject the nominee’s resignation. If the Board determines not to accept the nominee’s resignation, the press release will fully state the reasons for that decision. The nominee will not participate in any committee or Board deliberations regarding their resignation offer. The Board recommends that Shareholders vote FOR each of the proposed nominees (or for substitute nominees in the event of contingencies not known at present). Unless otherwise instructed, the persons designated on the form of proxy intend to vote FOR the proposed nominees (or for substitute nominees in the event of contingencies not known at present).
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| ELECTION OF DIRECTORS |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Our Board of Directors The Board has the responsibility for the stewardship of the Company and to oversee management’s conduct of the business of the Company. The Board’s fundamental objectives are to enhance and preserve long-term shareholder value, ensuring that the Company meets its obligations on an ongoing basis and that the Company operates in a reliable and safe manner. Board Leadership Structure Our Board of Directors Charter, which is available on our website at www.ssrmining.com, does not have a policy that requires the combination or separation of the roles of Chairman of the Board (“Chair”) and a Chief Executive Officer, or its equivalent, an Executive Chairman (“CEO”), and provides the flexibility for the Board to modify our leadership structure to support the best interests of the Company. Annually, the Governance Committee reviews the Board leadership structure in light of the Company’s current needs and selects the Chair taking into account what is in the best interest of Shareholders. Our Board of Directors Charter states that if the Chair is not independent, the Board will appoint a Lead Independent Director from among its independent directors. The Lead Independent Director role includes a comprehensive set of duties designed to ensure strong independent leadership, as outlined below under “Lead Independent Director.” The Board believes that Mr. Rod Antal continues to be the most qualified individual to fill the role of Chair as our Executive Chairman with Mr. Thomas R. Bates, Jr. serving as the Lead Independent Director. Mr. Antal’s extensive experience and intricate understanding of the Company’s strategic priorities, along with his deep global mining experience, provide continuity and focused leadership. The appointment also serves to ensure the continuity of the Company’s strategy and long-term stakeholder relationships. Mr. Bates’s role as Lead Independent Director brings valuable independent insight and helps to ensure the Board's ability to make balanced, well-informed decisions. Together, their complementary experience and expertise has strengthened accountability, innovation, and strategic direction, placing the Company on a path toward sustained growth and success. We believe this structure provides the necessary oversight and reflects good corporate governance. The Board does not believe the Executive Chairman serving in the capacity as CEO provides the Executive Chairman with undue authority over the Board and management, nor does it allow the Executive Chairman to pursue actions for his personal gain. The independent directors, with the Lead Independent Director, evaluate the performance of the Executive Chairman in his role as CEO and set his compensation. Role of Lead Independent Director The Lead Independent Director and the Executive Chairman collaborate closely on Board meeting schedules, agendas, and information provided to the Board. At the end of each Board meeting, the Board holds an in camera session with the Executive Chairman, as well as an in camera session led by the Lead Independent Director with only the independent directors in attendance and without the Executive Chairman. The key duties and responsibilities of the Lead Independent Director include: •presiding at meetings of the Board when the Executive Chairman is absent; •presiding at, and developing agendas for, executive session of independent directors; •full authority to call Board meetings, approve sufficiency of meeting materials, engage with shareholders and lead executive session at each meeting with independent directors; •providing feedback from executive session of independent directors to the Executive Chairman; •ensuring maintenance of Board and committee independence requirements and promotes corporate governance best practices in consultation with the chair of the Governance Committee; •reviewing and assessing potential conflicts of interest of all directors; •providing the Executive Chairman with feedback and counsel concerning the interactions with the Board; •attending annual shareholder meeting as representative of the Board; •assisting with aligning governance structures with the Company’s strategy; •recommending to the Board and Committees the retention of advisors; and •leading or participating in special committees established for extraordinary matters such as investigations, significant transactions and derivative actions. Skills Matrix and Composition of the Board The Governance Committee is responsible for recommending to the Board the qualifications for Board membership and for identifying, assessing, and recommending qualified director candidates for the Board’s consideration. The following pages set out information about the nominees for election as directors, including the specific experience, and qualifications that led to the Board’s conclusion that the person should serve as a director of the Company. Each of the director nominees possesses the qualifications, skills and experiences that the Governance Committee believes are essential to direct and oversee the company’s long-term strategy, the management team, and business and performance of the Company. All director nominees have the following attributes: •relevant industry knowledge, which can include serving as a senior leader at a company in a related industry or providing advisory financial, compliance, risk management, financial reporting, auditing, regulatory or other services to companies within a related industry; •strategic leadership experience driving strategic direction and growth of an organization, as well as leading significant change management/integration across a global business unit; •executive leadership experience leading large, complex organizations; •international experience, including exposure to a range of political, cultural, and regulatory requirements and an understanding of the critical role of partnerships with host governments, local communities, indigenous people, non-governmental organizations, and other stakeholders; and •public company board experience for at least one year. Additionally, mining operations, corporate finance and capital allocation, risk management, human capital management, sustainability, information technology, and corporate governance competencies are important skills necessary for overseeing the business operations and performance of the Company and setting the strategic direction. These skills are represented across our director nominees as a group. The following matrix sets forth the principal skills of our director nominees. This matrix does not intend to be an exhaustive list of their skills or areas of principal contributions to the Board. Each director possesses skills in addition to those identified in the matrix.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| Overview of our Board's Profile | | | Rod Antal | Thomas R. Bates, Jr. | Brian R. Booth | Alan P. Krusi | Daniel Malchuk | Laura Mullen | Kay Priestly | Karen Swager | Total | | Skills and Core Capabilities | | Corporate Finance & Capital Allocation | • | • | | | • | • | • | | 5 | | | | Risk Management | • | • | | • | • | • | • | • | 7 | | | | Mergers & Acquisitions | • | • | • | • | • | • | • | | 7 | | | | Mining Operations | • | | • | | • | | | • | 4 | | | | Human Capital Management | | • | | • | • | | | • | 4 | | | | Financial Reporting | • | • | | | | • | • | | 4 | | | | Environmental, Health, Safety & Sustainability | • | • | • | • | • | | | • | 6 | | | | Governance | • | • | | • | • | • | • | | 6 | | | | Information Technology & Cybersecurity | | | | • | | • | | | 2 | | | | Government Relations | • | • | • | | | | • | • | 5 | | | | Supply Chain Management | | • | | | | | | • | 2 | | Attributes | | Public Company Board Experience | • | • | • | • | • | • | • | • | 8 | | | | Executive Management / Strategic Leadership | • | • | • | • | • | • | • | • | 8 | | | | Relevant Industry Knowledge | • | • | • | • | • | • | • | • | 8 | | | | International | • | • | • | • | • | • | • | • | 8 | | Board Composition | Age | | 59 | 76 | 66 | 71 | 60 | 65 | 70 | 55 | Average | | | | | | | | | | | | | 65 | | | Board Tenure | | 5.6 | 5.6 | 9.9 | 5.6 | 2.3 | 1.2 | 5.6 | 3.3 | Average | | | | | | | | | | | | | 4.9 | | | Independence | | CEO | • | • | • | • | • | • | • | 7 | | | | | | | | | | | | | 88% | | | Self-identified Diversity | | | | | | • | • | • | • | 4 | | | | | | | | | | | | | 50% | | | Current Membership on Other Public Boards | | 0 | 2 | 2 | 1 | 1 | 1 | 1 | 0 | Average | | | | | | | | | | | | | 1 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | Corporate Finance & Capital Allocation – Executive experience with primary responsibility for developing and implementing capital allocation frameworks and strategies for public companies. Experience to include evaluating investment opportunities and analysis, assessing and mitigating financial risks associated with capital allocation decisions, setting thresholds for financial returns, optimizing asset portfolios, raising equity, and managing debt financing. | | Environmental, Health, Safety & Sustainability – Executive experience with primary responsibility for EHS&S in a public industrial or extractive company. Experience to include integrating EHS&S practices and initiatives including evaluating key environmental impacts, risks and opportunities. Experience leading social responsibility and community programs, ensuring workplace health and safety, and maintaining licenses to operate. | | | Risk Management – Executive experience with responsibility for enterprise risk management, including identifying, assessing, and monitoring risk controls and exposures, implementing risk mitigation strategies, and ensuring compliance with industry regulations and standards. | | Governance – Executive experience developing, implementing, and maintaining governance policies and procedures across a public company. Experience to include designing and implementing global compliance and governance programs across various cultures and geographies. | | | Mergers & Acquisitions – Executive experience with responsibility over identifying and executing strategic transactions. Experience to include conducting financial valuations and modeling, negotiating, structuring and executing mergers, acquisitions, assets sales and/or disposals, and leading integration efforts. | | 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 – Executive experience as a chief financial officer and/or chief executive officer of a public company, or as an external audit partner. Experience to include financial reporting, compliance with accounting standards, preparation of financial statements, strategic capital management, and internal controls. | | |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
In addition to the skills of the Board members set forth above, the Board regularly engages subject matter experts to supplement the Board’s skills, including compensation consultants, cybersecurity and information security experts, governance advisors and environmental specialists. The following profiles summarize the skills, experience and qualifications of each director nominee.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | 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. In 2025, Mr. Antal was re-elected as a director receiving 90.60% of the votes cast in favor with 9.40% of the votes withheld. | | | Executive Chairman | Director Skills | | | | • Risk Management | • Mergers & Acquisitions | | Director Since: 2020 | • Mining Operations | • Governance | | | • Environmental, Health, Safety & Sustainability | • Government Relations | | Age: 59 | • Corporate Finance & Capital Allocation | • Financial Reporting | | Denver, Colorado, USA | Committee Membership | | | | None | |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | Thomas R. Bates, Jr. | | | | Mr. Bates was appointed to the Board of Directors of SSR Mining in September 2020 and is Lead Independent Director. Mr. Bates was a Director at Alacer Gold from April 2014 to September 2020 and has over 50 years of experience in energy investing, 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 is also an instructor in the SKEMA Business School in France, where he teaches Geopolitics and Energy, and Corporate Finance. 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. In 2025, Mr. Bates was re-elected as a director receiving 63.43% of the votes cast in favor with 36.57% of the votes withheld. | | | Lead Independent Director | Director Skills | | | | • Corporate Finance & Capital Allocation | • Risk Management | | Director Since: 2020 | • Mergers & Acquisitions | • Human Capital Management | | | • Environmental, Health, Safety & Sustainability | • Financial Reporting | | Independent | • Government Relations | • Governance | | | • Supply Chain Management | | | Age: 76 | | | | | Committee Membership | | | Fort Worth, Texas, USA | Audit Committee | | | | Compensation and Leadership Development Committee | | | | Other Public Company Boards | | | | Tetra Technologies, Inc. | | | | Vantage Drilling International | |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | Brian R. Booth | | | | Mr. Booth was appointed to the Board of Directors of SSR Mining in May 2016. 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. In 2025, Mr. Booth was re-elected as a director receiving 91.64% of the votes cast in favor with 8.36% of the votes withheld. | | | Director Since: 2016 | Director Skills | | | | • Mergers & Acquisitions | • Mining Operations | | Independent | • Environmental, Health, Safety & Sustainability | • Government Relations | | Age: 66 | Committee Membership | | | | Audit Committee | | | West Vancouver, British Columbia, Canada | Technical, Safety and Sustainability Committee | | | | Other Public Company Boards | | | | GFG Resources Inc. | | | | Peninsula Energy Limited | |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | Alan P. Krusi | | | | Mr. Krusi was appointed to the Board of Directors of SSR Mining in September 2020. 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. In 2025, Mr. Krusi was re-elected as a director receiving 91.15% of the votes cast in favor with 8.85% of the votes withheld. | | | Chair of the Corporate Governance and Nominating Committee(1) | Director Skills | | | | • Risk Management | • Mergers & Acquisitions | | | • Environmental, Health, Safety & Sustainability | • Human Capital Management | | Director Since: 2020 | • Information Technology & Cybersecurity | • Governance | | Independent | Committee Membership | | | | Corporate Governance and Nominating Committee | | | Age: 71 | Technical, Safety and Sustainability Committee | | | Maple Valley, Washington, USA | Other Public Company Boards | | | | Granite Construction | | | ____________________ | | | | (1) On November 6, 2025, Mr. Krusi was appointed chair of the Corporate Governance and Nominating Committee. He stepped down as Chair of the Technical, Safety and Sustainability Committee effective as of January 1, 2026. | | |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | Daniel Malchuk | | | | Mr. Malchuk was appointed to the Board of Director of SSR Mining in January 2024. Mr. Malchuk brings over 30 years of strategic, operational and financial experience in the natural resource industry to the Board. He currently serves as a Director of Franco-Nevada, and as a Senior Advisor with Appian Capital Advisory. Mr. Malchuk had a long career with BHP, most recently serving 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 copper mines in Chile, 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 of Copper; President of 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. In 2025, Mr. Malchuk was re-elected as a director receiving 91.58% of the votes cast in favor with 8.42% of the votes withheld. | | | Chair of the Technical, Safety and Sustainability Committee(1) | Director Skills | | | | • Corporate Finance & Capital Allocation | • Risk Management | | | • Mergers & Acquisitions | • Mining Operations | | Director Since: 2024 | • Environmental, Health, Safety & Sustainability | • Human Capital Management | | | • Governance | | | Independent | | | | | Committee Membership | | | Age: 60 | Technical, Safety and Sustainability Committee | | | | Corporate Governance and Nominating Committee | | | Las Condes, Santiago, Chile | | | | | Other Public Company Boards | | | | Franco-Nevada Corporation | | | ____________________ | | | | (1) Mr. Malchuk was appointed as Chair of the Technical, Safety and Sustainability Committee effective as of January 1, 2026. | | |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | Laura Mullen | | | | Ms. Mullen was appointed to the Board of Directors of SSR Mining in February 2025. Ms. Mullen has nearly 40 years of experience in KPMG’s audit practice, serving in various leadership positions and as lead partner on numerous public companies in the technology and other industries. She is currently a Director of Granite Construction, one of the largest diversified construction and construction materials companies in the United States and serves as the Chair of Granite Construction’s Audit Committee. Ms. Mullen earned a Bachelor of Science in business administration from California State University, Long Beach. She is a certified public accountant in California and member of the American Institute of Certified Public Accountants. In 2025, Ms. Mullen was re-elected as a director receiving 91.86% of the votes cast in favor with 8.14% of the votes withheld. | | | Chair of the Audit Committee(1) | Director Skills | | | | • Corporate Finance & Capital Allocation | • Risk Management | | | • Mergers & Acquisitions | • Financial Reporting | | Director Since: 2025 | • Information Technology & Cybersecurity | • Governance | | Independent | Committee Membership | | | | Audit Committee | | | Age: 65 | Corporate Governance and Nominating Committee | | | Palo Alto, California, USA | Other Public Company Boards | | | | Granite Construction, Inc. | | | ____________________ | | | | (1) Ms. Mullen was appointed as Chair of the Audit Committee effective as of February 18, 2026. | | |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | Kay Priestly | | | | Ms. Priestly was appointed to the Board of Directors of SSR Mining in September 2020. 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. In 2025, Ms. Priestly was re-elected as a director receiving 91.31% of the votes cast in favor with 8.69% of the votes withheld. | | | Director Since: 2020 | Director Skills | | | | • Corporate Finance & Capital Allocation | • Risk Management | | Independent | • Mergers & Acquisitions | • Financial Reporting | | | • Governance | • Government Relations | | Age: 70 | | | | | Committee Membership | | | Scottsdale, Arizona, USA | Audit Committee | | | | Compensation and Leadership Development Committee | | | | Other Public Company Boards | | | | TechnipFMC plc | |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | Karen Swager | | | | Ms. Swager was appointed to the Board of Directors of SSR Mining in January 2023. 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. In 2025, Ms. Swager was re-elected as a director receiving 89.07% of the votes cast in favor with 10.93% of the votes withheld. | | | Chair of the Compensation and Leadership Development Committee(1) | Director Skills | | | | • Risk Management | • Mining Operations | | | • Environmental, Health, Safety & Sustainability | • Human Capital Management | | Director Since: 2023 | • Supply Chain Management | • Government Relations | | Independent | Committee Membership | | | | Compensation and Leadership Development Committee | | | Age: 55 | Technical, Safety and Sustainability Committee | | | Steinhatchee, Florida, USA | Other Public Company Boards | | | | None | | | ____________________ | | | | (1) Ms. Swager was appointed as Chair of the Compensation and Leadership Development Committee as of January 1, 2026. | | |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| CORPORATE GOVERNANCE |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
At SSR Mining, we are committed to operating in an ethical, legal, environmentally sensitive, and socially responsible manner, and we, our Board and management are committed to the highest standards of corporate governance and transparency. As part of the Company’s commitment to establishing best corporate governance practices, the Governance Committee actively assists the Board throughout the year by assessing the Company’s overall approach to corporate governance practices, monitoring regulatory developments and public disclosures, and implementing and administering enhancements. Our governance structure enables our experienced and accomplished directors to provide advice, insight, and oversight to advance the interests of SSR Mining and our Shareholders. We strive to maintain sound governance standards, which is reflected in our Board of Directors Charter, our Code of Business Conduct and Ethics (the “Code of Conduct”), our systematic approach to risk management, and our commitment to transparent financial reporting and strong internal controls. Copies of the Company’s corporate governance policies are available on the Company’s website at www.ssrmining.com. Board Tenure and Term Limits The following chart provides a summary of the tenure of the Board as of the Annual Meeting date. Following the Annual Meeting, should all director nominees be elected, the average Board tenure will be approximately 4.9 years. The Company believes that imposing term limits or a mandatory retirement age on its directors would be unduly restrictive and not in the best interest of the Company and could become an arbitrary mechanism for removing directors, which could result in valuable and experienced directors being forced to leave the Board solely because of length of service or age. Therefore, the Company has not adopted specific term limits for the directors on its Board and instead relies upon the effective annual board assessment process to ensure the ongoing efficacy of individual directors, Board committees, and the Board as a whole. Director Independence The Board of Directors Charter requires directors to exercise independent judgment, regardless of the existence of relationships or interests which could interfere with the exercise of independent judgment. Directors are also required to disclose any conflict of interest in any issue brought before the Board and must refrain from participating in the Board’s discussion and voting on the matter. The Board assesses the independence of new directors prior to appointment and reviews the independence of all directors at least annually to ensure compliance with all applicable requirements of Nasdaq, the TSX, and Canadian and U.S. securities laws. In considering whether a director is independent, the Board gives regard to the independence criteria and requirements of applicable corporate laws and the securities laws, rules, regulations and guidelines of all applicable securities regulatory authorities, including, without limitation, the SEC and the securities commissions in each of the provinces and territories of Canada, and stock exchanges on which the Company’s securities are listed, including without limitation the TSX and Nasdaq, and other facts, information and circumstances the Board considers relevant. Directors and executive officers of the Company inform the Board as to their relationships with the Company and provide other pertinent information pursuant to questionnaires that they complete on an annual basis. The Board reviews any such reported relationships to identify impairments to director independence and in connection with disclosure obligations under securities laws and stock exchange requirements. The Board has determined that all director nominees, other than Mr. Antal, the Executive Chairman of the Company, are independent. All Board committees consist of entirely independent directors. Criteria for Board Membership and Succession Planning The Board recognizes that a diverse board of directors makes prudent business sense and enhances oversight and board effectiveness. The Board is committed to a merit-based process, which is based on objective criteria, solicits multiple perspectives and seeks to eliminate conscious or unconscious bias and discrimination, for the identification and selection of nominees. The Board believes that electing directors who have the skills, experience, and expertise that are directly relevant to the Company’s business, strategy and operations are key to the success of the Company. The Governance Committee assesses the skills, expertise, experience and backgrounds of our directors annually, in light of the needs of the Board and the Company’s strategy, including the extent to which the current composition of the Board reflects the right mix of identified competencies. The Board also considers how the skills, experience and qualifications of the Board over time will be impacted by retirements and the skills and experience that may become needed in light of the Company’s growth and long-term strategic objectives. A core responsibility of the Governance Committee is to identify prospective Board members, consistent with Board-approved criteria, and to recommend such individuals to the Board for nomination. The Governance Committee believes that the Board should be comprised of directors who possess a mix of skills, experience and expertise that is relevant to the Company and its operations, with a particular focus on what skills, experiences and expertise each candidate would bring to the Board and how critical those skills are to the overall makeup of the Board’s knowledge and ability. From time to time, the Governance Committee will engage a third-party search firm to assist with finding Board candidates. As part of its overall Board succession planning the Governance Committee evaluates the balance of skills, knowledge and experience held by the current directors and officers of the Company and prepares a description of the role and capabilities required for a particular nominee. In recent years, the Governance Committee has refreshed the Board by adding Karen Swager in January 2023, Daniel Malchuk in January 2024, and Laura Mullen in February 2025. The Governance Committee does not have a separate policy with regard to the consideration of any director candidates recommended by Shareholders. If a candidate is recommended by Shareholders during the Board’s annual renewal and evaluation process, such candidate will be reviewed in accordance with the established Governance Committee policies for reviewing and nominating directors in the same way all other potential director candidates are reviewed. Shareholders should follow the procedure set forth in the “Compensation Discussion and Analysis - Communications with the Board” section of this Proxy Statement, if they are interested in discussing a potential director candidate during the Board review process. Inclusion Our Board recognizes that a board composed of individuals with a mix of differing skills, experience, perspectives, age and characteristics leads to a more robust understanding of opportunities, issues and risks, and to stronger decision-making. A copy of the Company’s Diversity Policy is available on its website at www.ssrmining.com. In March 2019, the Company became a member of each of the Catalyst Accord 2022 and the 30% Club Canada, which are initiatives aimed at accelerating the advancement of women in the workplace with a target goal of at least 30% representation of women on public-company boards. In 2021, the Company also joined the CEO Action for Diversity and Inclusion, an initiative aimed at accelerating the advancement of women in boardrooms and strategic executive roles in Canada. Three of the eight nominees for the Board, or 37.5%, are women. The following table details the demographic characteristics self-identified by the nominees to the Board:
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | Board Diversity Matrix (as of March 9, 2026) | | | | | | | | | | | Rod Antal | Thomas R. Bates, Jr. | Brian R. Booth | Alan P. Krusi | Daniel Malchuk | Laura Mullen | Kay Priestly | Karen Swager | TOTAL | | Total Number of Directors | | | | | | | | | 8 | | Gender Identity | | | | | | | | | | | Female | | | | | | • | • | • | 3 | | Male | • | • | • | • | • | | | | 5 | | Demographic Background | | | | | | | | | | | Hispanic or Latinx | | | | | • | | | | 1 | | White | • | • | • | • | | • | • | • | 7 | | Military Veteran | | | | • | | | | | 1 | | Did Not Disclose Demographic Background | | | | | | | | | 0 |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
The Company is committed to developing a diverse workforce and is continually assessing opportunities to progress all levels of diversity across the organization. While the Company does not believe that adopting numerical quotas, either at the Board or Company level, is in the best interest of its business nor its Shareholders, the Company has adopted specific and measurable objectives to ensure that the pool of candidates it considers for positions throughout the organization, including its Board of Directors, consists of the most diverse and qualified candidates available. To achieve this goal, the Board has adopted the following measurable objectives, which are reviewed annually: • Diversity on the Board: The Governance Committee will require that a thorough outreach and search process be conducted for new positions or vacancies on the Board that ensures the candidate pool reviewed by the Governance Committee consists of a qualified and diverse group of individuals. The Board has identified the following key areas of focus for Board candidates: experience or skill sets that complement the Board; experience or nationalities related to the geographical regions where the Company has or anticipates business interests; and increasing the representation of female Board members. The Board believes that pursuing its objectives related to diversity among its members is consistent with its responsibility to ensure that director nominees possess the skill, experience and qualifications that are necessary to the Board’s ability to provide effective oversight of the Company and are directly relevant to the Company’s business strategy and operations. The Board will continue to consider all qualified candidates for open Board member positions, with a particular focus on what skills each candidate would bring to the Board and how critical those skills are to the overall makeup of the Board’s knowledge and ability. • Diversity in Executive Management and Across the Business: The recruitment and development programs instituted by the Company will focus on ensuring that the Company has a diverse and qualified workforce at all levels of the organization. Recruitment measures will ensure that the pool of candidates considered consists of a group of qualified and diverse individuals and a key focus of the Company’s development programs will be the identification and development of diverse individuals, including local nationals at the Company’s mines. Performance of the Board The Governance Committee has developed a process for the annual evaluation of the performance of the Board, its Committees and individual directors. The assessment process is administered by an independent third party to promote transparency and openness in the review process. A range of dimensions are considered during the assessment, such as: overall performance of the Board; Board and committee structure and composition; succession planning; strategic planning; risk management; operational performance; management performance; director competencies; Board processes; and director engagement. Upon completion of the formal evaluation process, the Board and each of its committees review the findings and determine any desired action items. The Board Chair or Executive Chairman meets with each member of the Board to review their individual feedback. Director Orientation and Continuing Education Prior to joining the Board, new directors receive a letter setting out what is expected of them in terms of time commitment, committee service and involvement outside of Board meetings. They are also provided with comprehensive materials on relevant corporate issues, including short-, medium- and long-term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing policies of the Company. New directors also meet with members of the executive management team for educational sessions on the nature and operation of the Company’s business. As each director has a different skill set and professional background, orientation and training activities can be tailored to the particular skills and experience of each director. All directors have access to a board portal where Company information is posted and updated. Directors receive monthly reports on the business from management. Board and committee members also meet periodically with management, between regularly scheduled meetings, to receive a review of the operations of the Company. Directors are provided with continuing education sessions on issues that are necessary to assist them to meet their obligations as Board members. These include sessions covering cybersecurity, and a corporate governance update and proxy season review. In conjunction with Board meetings, management and the Company’s advisors provide presentations on topics pertinent to our business, including emerging governance trends and economic, industry, political, legal and other developments. All of the directors have full access to our management. Directors are encouraged to participate in external continuing education courses, as needed. To facilitate access to director education, all of our directors are members of the National Association of Corporate Directors, an organization that promotes the continuing education of directors. Each year, our directors attend at least one site visit to one of our operating mines. During these site visits, the directors meet with local management and actively engage directly with our mine workers. In 2025, directors visited our recently acquired Cripple Creek & Victor mine site in Colorado, USA. Board Meetings The Board is required to meet at least four times annually. All directors attended at least 75% of the Board Meetings, as shown in the table below.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | Required | Held | Attended | Attendance % | | Board of Directors | 4 | 6 | 6 | 100% |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Quorum The quorum for meetings of the Board is a majority of the members of the Board and the quorum for meetings of the Board committees is a majority of the members of the respective committee, in each case present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other. The Board and each Board committee may also act by unanimous written consent of its members. Executive Sessions Regularly, at the beginning and/or end of each Board meeting, the Board holds an executive session with the Executive Chairman, as well as an executive session led by the Lead Independent Director with only the independent directors and without the presence or participation of the Executive Chairman. Executive sessions may also take place at other times when the Executive Chairman or the Lead Independent Director believes it is appropriate. Compensation Committee Interlocks and Insider Participation No member of our Compensation Committee is presently or has been an officer or employee of the Company. In addition, during the last fiscal year, no executive officer served as a member of the board or the organization and compensation committee (or other board committee performing similar functions or, in the absence of any such committee, the entire board) of any entity in which a member of the Board is an executive officer. Board and Committee Chair Position Descriptions The Board has developed a written position description for the Board Chair (or equivalent). The Board has also developed a written charter for each committee of the Board. These charters include the responsibilities of the committee chair as well as the committee members. The Board has delegated to the chair of each Board committee responsibility for presiding over all meetings of that committee, coordinating compliance with the committee’s mandate, working with management to develop the committee’s annual work plan and providing the Board with reports of the committee’s key activities. Board Committees The Board exercises its duties directly and also through its committees. The Board currently has four standing committees: the Audit Committee, the Compensation Committee, the Governance Committee and the TSS Committee. A brief summary of some of the key duties and responsibilities of each committee is outlined below. • Audit Committee. The Audit Committee assists the Board in, among other things,reviewing and evaluating (a) the Company’s accounting and financial reporting principles, policies, processes and systems of internal accounting and financial controls; (b) the preparation, quality and integrity of the Company’s financial statements; (c) the Company’s compliance with legal and regulatory requirements; and (d) the independence and performance of the Company’s external auditor. The Company has an internal audit function that reports directly to the Chair of the Audit Committee. The Board has determined that, of the four current committee members, Brian Booth, Laura Mullen, Kay Priestly, and Thomas R. Bates, Jr. qualify as an “audit committee financial expert” as defined by the SEC and that each member of the Audit Committee is independent and financially literate, as per the requirements of National Instrument 52-110 – Audit Committees (“NI 52-110”). • Compensation and Leadership Development Committee (Compensation Committee). The Compensation Committee assists the Board in, among other things, reviewing and evaluating (a) the remuneration and benefits of non-executive directors and the remuneration, benefits and performance of executive management; (b) continuity, succession planning and development for executives and other key employees and recommendations to the Board with respect thereto as it deems appropriate; and (c) compensation plans of the Company, including equity award plans, non-executive director compensation plans, and such other compensation plans or structures as are adopted by the Company from time-to-time. • Corporate Governance and Nominating Committee (Governance Committee). The Governance Committee assists the Board in, among other things, reviewing and evaluating the Company’s corporate governance practices by (a) proposing new members to the Board, establishing criteria for Board membership, recommending composition of the Board and its committees and assessing directors’ performance on an ongoing basis; (b) providing a focus on corporate governance that will enhance corporate performance and ensure on behalf of the Board and Shareholders of the Company that the Company’s corporate governance system is effective in the discharge of its obligations to the Company’s stakeholders; (c) making recommendations to the Board as to determinations of director independence; and (d) overseeing the evaluation of the performance of the Board and its committees. • Technical, Safety and Sustainability Committee (TSS Committee). The TSS Committee assists the Board in, among other things, upholding the Company’s environmental, community and safety responsibilities, including the Company’s health and safety performance and objectives, and overseeing the technical aspects of the Company’s operations, exploration programs and development projects, including reviewing the resource and reserve estimates of the Company’s mineral properties. Risk Oversight SSR Mining faces a number of key risks, including, but not limited to, financial, regulatory, operational, legal, accounting, cybersecurity and reputational risks. Management is responsible for the day-to-day management of risks. The Board has overall responsibility for the oversight of the Company’s risk management plans, policies and practices. The Board executes its risk oversight directly and through its committees. The Board as a whole and all Board committees meet periodically with members of senior management to discuss the relevant risks and challenges facing SSR Mining. The Board participates directly in the annual enterprise risk management process and reviews the results. The Audit Committee monitors the Company’s financial, regulatory and reputational 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 with respect to 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 monitor, identify and mitigate cyber risk. In addition to cybersecurity risks monitored in the Company’s overall risk management process, the Board receives regular updates on the Company’s ongoing cybersecurity risk management efforts. For more information related to our cybersecurity risk management, see the Company’s Annual Report on Form 10-K for the fiscal year ended on December 31, 2025 as filed with the SEC.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
The TSS Committee focuses on environmental, community relations, and safety risks. Additionally, the Compensation Committee has adopted a number of practices that are aligned with best governance practices and serve to ensure that the compensation program does not encourage excessive risk-taking. For more details, see the “Compensation Discussion and Analysis” section of this Proxy Statement. The Charter for the Board and each Board committee is reviewed annually and can be viewed, along with the Company’s Code of Conduct, on the Company’s website at www.ssrmining.com. Director Service on Board Committees The table below sets forth the composition of the Board committees as of the proxy filing date.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | Audit Committee | Compensation and Leadership Development Committee | Corporate Governance and Nominating Committee | Technical, Safety and Sustainability Committee | | Rod Antal | | | | | | Thomas R. Bates, Jr. | • | • | | | | Brian R. Booth | • | | | • | | Alan P. Krusi | | | Chair | • | | Daniel Malchuk | | | • | Chair | | Laura Mullen | Chair | | • | | | Kay Priestly | • | • | | | | Karen Swager | | Chair | | • |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
The Governance Committee, together with the Board, regularly evaluate the committee membership and committee Chairs. Director Attendance at Committee Meetings The Company’s standing committees meet regularly to carry out their respective responsibilities. A summary of the number of meetings held and each director’s attendance is provided in the table below.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| Director | Audit Committee | Compensation and Leadership Development Committee | Corporate Governance and Nominating Committee | Technical, Safety and Sustainability Committee | Total | | Thomas R. Bates, Jr. | 5/5 | 4/4 | - | - | 100% | | Brian R. Booth | 5/5 | - | - | 5/5 | 100% | | Alan P. Krusi | - | - | 4/4 | 4/5 | 98% | | Daniel Malchuk(1) | - | - | 1/1 | 5/5 | 100% | | Laura Mullen(2) | 5/5 | - | 1/1 | - | 100% | | Kay Priestly(3) | 5/5 | 1/1 | - | - | 100% | | Karen Swager | - | 4/4 | - | 5/5 | 100% | | ____________________ | | | | | | | (1) Mr. Malchuk was appointed to the Corporate Governance and Nominating Committee on November 6, 2025 and attended all committee meetings that took place after his appointment. | | | | | | | (2) Ms. Mullen was appointed to the Corporate Governance and Nominating Committee on November 6, 2025 and attended all committee meetings that took place after her appointment. | | | | | | | (3) Ms. Priestly was appointed to the Compensation and Leadership Development Committee on November 6, 2025 and attended all committee meetings that took place after her appointment. | | | | | |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Bankruptcies; Corporate Cease Trade Orders To the knowledge of the Company and based upon information provided by the proposed director nominees, except as disclosed below, none of the Company’s proposed director nominees is, as at the date of this Proxy Statement, or has been, within the 10 years prior to the date of this Proxy Statement: (a) a director, chief executive officer or chief financial officer of any company (including the Company) that, while such person was acting in that capacity (or within a year of that person ceasing to act in that capacity but resulting from an event that occurred while that person was acting in such capacity), (i) was subject of a cease trade order, an order similar to a cease trade order, or an order that denied the company access to any exemption under securities legislation, in each case, for a period of more than 30 consecutive days, or (ii) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) a director or executive of a company that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, transaction or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets. Mr. Krusi was a director of Blue Earth (a U.S. entity listed on the Nasdaq stock market) when it filed for bankruptcy in March 2016. Ms. Priestly was a director of Stone Energy (a U.S. entity listed on the Nasdaq stock market) when it filed for bankruptcy in December 2016. To the knowledge of the Company and based upon information provided by the proposed director nominees, none of the Company’s proposed director nominees has (a) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director nominee. Procedures for Approval of Related Persons Transactions Any potential transactions with related persons are reviewed and approved by the Audit Committee, the Compensation Committee for compensation matters, or disinterested members of the Board for transactional matters. Anti-Hedging Policy Directors, officers, employees, consultants and their respective, immediate family members are prohibited from selling, purchasing or trading of derivative securities of the Company, including put or call options or other derivative securities, which are designed to hedge or offset a decrease in the market value of equity securities granted as compensation or held directly or indirectly. See also “Compensation Discussion and Analysis—Board Oversight and Compensation Governance—Anti-Hedging.” Ethics & Compliance Training The Company provides mandatory training on the Company’s Code of Conduct for directors and employees globally, as well as anti-corruption-specific training for all employees who are managers. These trainings, which are delivered in the employee’s native language, require an attestation by the employee that he or she has read, understood and will comply with the Code of Conduct and the anti-corruption standards. The training includes information on how to access the Company’s global whistleblower hotline, which is available to all employees to enable them to raise issues and potential violations of the Code of Conduct or policies, anonymously, if they wish. Each year, the Governance Committee reviews the process for administering the Code of Conduct, compliance with the Code of Conduct and the Code of Conduct itself. Any changes to the Code of Conduct or related processes are considered by the Board for approval, as appropriate. The Company has not filed any material change reports during the 2025 financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the Code of Conduct. The Company’s Code of Conduct can be found together with other governance-related documents on the Company’s website at www.ssrmining.com.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| SUSTAINABILITY, HEALTH AND SAFETY, AND COMMUNITY |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
At SSR Mining, our purpose is to create value and leave a legacy through responsible and sustainable operations. The environment, our employees, and the communities in which we operate are our essential resources, and we are committed to safeguarding them both now and for the future. To reflect our commitment to sustainability, health and safety, and community, a material component of our short-term incentive compensation is linked to the achievement of targets tied to sustainability, health and safety, and community. In 2025, 30% of short-term incentive compensation was linked to performance against specific targets in these categories. While ultimate responsibility for our sustainability, health and safety, and community programs sits with the Board of Directors, the Board is supported by the TSS Committee which, among its duties, has oversight responsibility for these important matters. Sustainability Being responsible stewards is a critical part of our business. We endeavor to use natural resources, water, and energy in an efficient manner, recycling waste, and working to protect biodiversity, in a manner that we expect to be able to deliver long-term value to shareholder and stakeholders and leave a positive legacy in the communities where we operate. Our approach to environmental management is set out in our Environmental and Sustainability Policy, which is available on our website. Our approach to sustainability is underpinned by the principle of collective responsibility and a belief that every employee must contribute to achieving our sustainability commitments. To reflect our commitment to sustainability, for employees eligible to receive annual short-term incentive compensation, a material component of the performance metrics for the business is linked to the achievement of environmental and sustainability targets. In 2025, 10% of the short-term incentive compensation was linked to such performance. We also expect our suppliers to respect our commitment to sustainability and the principles outlined in our Code of Conduct, a copy of which is available on the Company’s website. The Company publishes sustainability data and information about its sustainability program on an annual basis, and a copy can be found on our website at: http://www.ssrmining.com/corporate_responsibility. Health and Safety The Company is committed to the overall health and safety of its employees, contractors, and the communities in which we operate, which is reflected in one of our Company values: “Safety First, Always.” We believe in the principle of safe production, that occupational injuries and illnesses are preventable and that there is no job so important that we cannot take the time to do it safely. To achieve this, we empower our employees and work partners to ensure that safety is a personal value. Our commitment to providing a safe working environment for our employees and business partners is set forth in our Safety and Health Policy. In 2025, 10% of the short-term incentive compensation was linked toward our performance against our safety targets. Our Safety and Health Policy applies to all directors, officers, employees and work partners of SSR Mining, as well as our subsidiaries, affiliates and joint ventures across our operations, and is applicable, all operational mines, exploration sites, and closure properties, where SSR Mining has operational control. The policy promotes initiatives that foster a culture of operating safely. To fulfill our commitment to health and safety, SSR Mining has established and maintains effective safety and health management systems that conform to the requirements of ISO45001. Community We recognize the important role our operations can play as catalysts for social and economic development in the communities in which we operate. Our operations support a wide range of community development initiatives, which are based on the local socioeconomic environment and community needs. For local communities, employment opportunities are one of the primary benefits of our presence. Hiring workers from the communities near our mines and in the countries we operate in is one of the most important contributions we make to social and economic development. We strive to maximize local hiring at our operations. We also offer skills training for the local workforce so that they are able to seek opportunities in our operations. As mining becomes increasingly technical, such training programs provide transferable skills and expand the opportunities for our stakeholder community members. We also seek to support local social and economic development by prioritizing local suppliers, where possible, and supporting community projects and initiatives. Our approach to community investment is set out in Environment and Sustainability Policy. In 2025, 10% of the short-term incentive compensation was linked toward our performance against our community and stakeholder engagement targets.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| HUMAN CAPITAL MANAGEMENT |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Our people are our most valuable resource. More than any other factor, our success depends on their capabilities and commitment. Guided by our core value that we are “Better Together”, we are committed to attracting and retaining experienced, skilled talent and fostering a culture that puts safety at its core and supports our people’s goal to reach their full potential, and desire to bring their best each day. The Company recognizes that a workforce composed of individuals with a mix of skills, experience, perspectives, backgrounds and characteristics leads to a more robust understanding of opportunities, issues and risks, which enables stronger decision-making. As a global company, we benefit from a diverse workforce and strive to incorporate this diversity to improve decision making and drive long-term growth for all our stakeholders. The Board has delegated to the Compensation Committee responsibility for overseeing our human capital management strategy, which includes leadership development programming focused on enhancing key leadership competencies and core values across the Company. We also recognize the industry-wide challenge of attracting women into the mining industry and are committed to actively seeking to increase the number of women we employ at all levels of the organization, including in our operations. We also believe that transparent communication with workers and unions is critical to the effective execution of our operations. We do not impose restrictions on union representation, we respect the rights of freedom of association and collective bargaining, and we enjoy positive labor relations across all sites.
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| DIRECTOR COMPENSATION |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | Fees Earned(1) | Share-Based Awards(2) | All Other Compensation | Total | | Name | ($) | ($) | ($) | ($) | | A.E. Michael Anglin(3) | 35,440 | 38,984(4) | — | 74,423 | | Rod Antal(5) | — | — | — | — | | Thomas R. Bates, Jr. | 155,000 | 110,000(6) | — | 265,000 | | Brian R. Booth | 100,000 | 110,000(7) | — | 210,000 | | Simon A. Fish(8) | 94,688 | 90,571(9) | — | 185,258 | | Leigh Ann Fisher(10) | 8,333 | 9,167(11) | — | 17,500 | | Alan P. Krusi | 127,690 | 110,000(12) | — | 237,690 | | Daniel Malchuk | 100,000 | 110,000(13) | — | 210,000 | | Laura Mullen(14) | 87,500 | 96,250(15) | — | 183,750 | | Kay Priestly | 125,000 | 110,000(16) | — | 235,000 | | Karen Swager | 100,000 | 110,000(17) | — | 210,000 | | ____________________ | | | | |
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total Paid to Non-CEO NEOs(1) | Average Compensation Actually Paid to Non-CEO NEOs(2) | Cumulative Total Shareholder Return(3) | Peer Group Total Shareholder Return(4) | Net Income | Gold-Equivalent Ounces Produced(5) | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (#) | | 2025 | 7,563,241 | 23,819,845 | 3,001,492 | 7,775,513 | 114.41 | 261.46 | 362,417,000 | 447,207 | | 2024 | 5,115,709 | 2,491,644 | 1,944,919 | 1,264,848 | 36.33 | 94.21 | (352,582,000) | 399,267 | | 2023 | 5,285,606 | (149,067) | 1,968,184 | 300,972 | 56.16 | 77.54 | (120,225,000) | 706,894 | | 2022 | 4,610,900 | 787,873 | 2,395,370 | 1,306,548 | 80.17 | 68.90 | 210,428,000 | 623,819 | | 2021 | 5,572,402 | 1,379,663 | 1,945,563 | 826,874 | 89.08 | 78.62 | 425,922,000 | 794,456 | | ____________________ | | | | | | | | |