Sector: Materials
SSR MINING INC · Meeting: May 7, 2026
Directors FOR
3
Directors AGAINST
5
Say on Pay
AGAINST
Auditor
AGAINST
Election of Directors
Against Analysis
As Executive Chairman and CEO since 2020, Mr. Antal's tenure fully overlaps the 3-year period during which SSRM's stock lagged the peer group median by 108.6 percentage points — well above the 65-point trigger threshold — and the 5-year check does not rescue the vote because the 5-year gap of -69.9pp also exceeds the 65pp threshold for strong-positive absolute TSR; however, note that SSRM's absolute 3-year return of +100.3% reflects real shareholder gains and the underperformance is driven by exceptional peer outperformance, particularly IAG, HBM, OGC and CDE.
Mr. Bates has served as Lead Independent Director since 2020, meaning his tenure fully covers the 3-year underperformance period in which SSRM trailed peer median by 108.6 percentage points, exceeding the 65-point trigger, and the 5-year gap of -69.9pp also exceeds the threshold; his notably low 63.43% support at the 2025 meeting further signals that a significant portion of shareholders already have concerns about his continued service.
Mr. Booth has been a director since 2016, so his tenure fully covers the relevant 3-year measurement period during which SSRM's stock trailed the peer group median by 108.6 percentage points, exceeding the 65-point trigger for strong-positive absolute TSR, and the 5-year gap of -69.9pp also exceeds the applicable threshold, so no 5-year mitigant applies.
Mr. Krusi joined in September 2020 and has served for more than five years, meaning his tenure fully overlaps the 3-year underperformance period during which SSRM lagged the peer group median by 108.6 percentage points, well above the 65-point trigger, and the 5-year gap of -69.9pp exceeds the applicable 5-year threshold, so no mitigant applies.
Ms. Priestly has served since September 2020, so her tenure fully overlaps the 3-year measurement period during which SSRM trailed the peer median by 108.6 percentage points, exceeding the 65-point trigger, and the 5-year gap of -69.9pp also exceeds the applicable threshold; no other mitigating factors are present.
For Analysis
Mr. Malchuk was appointed in January 2024, which is within 24 months of the May 2026 annual meeting, so he falls squarely within the new-director exemption under the policy and is not subject to the TSR underperformance trigger; no other disqualifying factors are present.
Ms. Mullen was appointed in February 2025, well within the 24-month new-director exemption period, so the TSR trigger does not apply; she also brings relevant financial expertise as a former KPMG audit partner and current audit committee chair, with no disqualifying governance flags.
Ms. Swager joined in January 2023, giving her roughly 28 months of tenure at the time of the 2026 meeting — just beyond the 24-month exemption window, but the policy directs us to flag rather than automatically vote against directors whose tenure covers less than half of the underperformance period and who joined after underperformance was already developing; given her tenure covers only the tail end of the 3-year window and she brings directly relevant mining operations expertise as a current senior executive at The Mosaic Company, the balance of evidence supports a FOR vote.
Of the eight director nominees, five long-tenured directors (Antal, Bates, Booth, Krusi, and Priestly — all on the board since 2020 or earlier) receive AGAINST votes because SSRM's stock trailed the company-disclosed peer group median by 108.6 percentage points over three years, well above the 65-point trigger for companies with strong positive absolute returns, and the 5-year check does not cure the trigger. Three directors receive FOR votes: Malchuk and Mullen qualify for the 24-month new-director exemption, and Swager joined in early 2023 with only partial tenure overlap and mitigating context.
CEO
Rod Antal
Total Comp
N/A
Prior Support
60.35%%
Shareholders voted only 60.35% in favor of executive pay at the 2025 annual meeting — well below the 70% threshold that triggers an automatic No vote under the policy unless the company makes visible structural changes — and while the company engaged in outreach and refined one long-term incentive metric for 2026, the core program structure, pay levels, and one-time retention bonuses remain largely unchanged. The CEO's total pay of $7.56 million reflects above-benchmark variable compensation at a time when SSRM's stock significantly lagged its gold and silver mining peers over the prior three years, failing the pay-for-performance alignment test. The retention bonuses approved in 2024 following the Çöpler mine disaster — which vested and were paid in 2025 — represent additional variable-style cash payments made outside the normal incentive framework during a period of material operational failure, further undermining the alignment between executive outcomes and shareholder experience.
Auditor
PricewaterhouseCoopers LLP
Tenure
37 yrs
Audit Fees
$3,075,550
Non-Audit Fees
$32,500
PwC has been SSR Mining's auditor since 1989 — approximately 37 years — which well exceeds the policy's 25-year tenure threshold that triggers a No vote due to concerns about auditor independence and professional skepticism after such a long relationship; the non-audit fee ratio is only about 1% of audit fees (total non-audit fees of roughly $32,500 versus audit fees of $3,075,550), so fee independence is not a concern, but the long tenure alone is sufficient to vote against ratification under the policy; the proxy does note a transition from PwC Canada to PwC United States in 2023, which provides some partial mitigation but does not reset the overall relationship clock to below the 25-year threshold.
The 2026 SSR Mining annual meeting presents a ballot where AGAINST votes are warranted on five of eight director nominees due to sustained peer-relative stock underperformance over three years, on the auditor due to a 37-year tenure that exceeds the independence threshold, and on executive pay due to back-to-back sub-70% Say on Pay results without sufficient structural reform. Only three directors — Malchuk, Mullen (both within the new-director exemption), and Swager (partial tenure with mitigating context) — receive FOR votes, while the two remaining standard proposals (auditor and Say on Pay) both fail the relevant policy screens.
14 companies disclosed in 2026 proxy filing
