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
Rod Antal has served as CEO and director since 2020, fully overlapping the three-year period during which SSR Mining's stock return of +106% trailed the compensation peer group median of +201% by 94 percentage points — well above the 65-point threshold our policy sets for companies with strong positive absolute returns; the five-year check does not rescue the vote because the five-year gap of 56 points also exceeds the applicable 20-point threshold for a company with a negative-to-low absolute five-year return tier, so the 'against' determination stands.
Mr. Bates has served on the board since September 2020, so his tenure fully covers the three-year underperformance period during which SSR Mining trailed its peer group by 94 percentage points — far above the 65-point trigger — and the five-year relative performance also fails the mitigant test, so the against vote stands.
Mr. Booth has been a director since 2016, giving him the longest tenure on the board and full accountability for the three-year period in which SSR Mining trailed peers by 94 percentage points; the five-year relative gap of 56 points also exceeds the applicable threshold, so no mitigant applies and the against vote stands.
Mr. Krusi joined the board in September 2020, so his entire tenure aligns with the three-year underperformance period where SSR Mining's stock lagged peers by 94 percentage points, and the five-year data offers no relief because that gap also exceeds the policy threshold.
Ms. Priestly has served since September 2020, giving her full overlap with the three-year period in which SSR Mining trailed its peer group by 94 percentage points, and the five-year relative underperformance of 56 points also exceeds the policy trigger, so no mitigant applies.
For Analysis
Mr. Malchuk was appointed in January 2024, which is within the 24-month new-director exemption under our policy; he cannot fairly be held accountable for underperformance that was already established before he joined, so he receives a FOR vote.
Ms. Mullen joined the board in February 2025, well within the 24-month exemption period, so the TSR underperformance trigger does not apply to her; she also brings strong audit and financial reporting credentials as a long-tenured KPMG audit partner and current Audit Committee Chair.
Ms. Swager joined in January 2023, meaning her tenure covers roughly two of the three years in the measurement window; our policy says directors with less than half-period overlap should be flagged but not automatically voted against, and given she joined mid-way through an already-deteriorating period and brings directly relevant mining operations expertise as EVP-Operations at Mosaic, a FOR vote is appropriate with the underperformance noted as context.
Of the eight nominees, five long-tenured directors (Antal, Bates, Booth, Krusi, Priestly) receive AGAINST votes because SSR Mining's three-year stock return of +106% trailed the compensation peer group median of +201% by 94 percentage points — well above the 65-point trigger that applies when absolute returns are strongly positive — and the five-year relative underperformance of 56 points also exceeds the applicable threshold so no mitigant rescues the vote. The three more recently appointed directors (Malchuk, Mullen, Swager) receive FOR votes under the 24-month new-director exemption or proportional tenure consideration.
CEO
Rod Antal
Total Comp
N/A
Prior Support
60.35%%
The company received below-70% shareholder support on Say on Pay in both 2024 and 2025 (60.35% in 2025), which under our policy requires a No vote unless the company has made visible changes to its compensation structure — the company did engage in enhanced outreach and announced a 2026 PSU metric refinement removing gold production, but this change applies to future grants and does not alter the 2025 pay program being voted on today. On pay-for-performance alignment, SSR Mining's three-year total shareholder return of +106% trailed the peer group median of +201% by 94 percentage points while executives received above-target incentive payouts (STI scored at 128% of target and LTI RSU grants were made at full target levels), which fails the alignment test under our policy because above-benchmark variable pay was delivered during a period of significant peer underperformance. The CEO's total pay of $7.6 million includes a one-time retention bonus paid in 2025 that was originally granted following the 2024 Çöpler mine incident, further inflating 2025 reported compensation in a year when the incentive structure's pay-for-performance credentials are already under scrutiny.
Auditor
PricewaterhouseCoopers LLP
Tenure
36 yrs
Audit Fees
$3,075,550
Non-Audit Fees
$32,500
PwC has audited SSR Mining since 1989 — a relationship spanning 36 years — which exceeds our 25-year tenure threshold; the proxy acknowledges the long relationship and notes a transition from PwC Canada to PwC United States in 2023, but this is an internal firm restructuring rather than a genuine change of auditor or a fresh independent perspective, and the filing does not provide a specific, compelling justification for retaining the same firm after three-and-a-half decades; the non-audit fee ratio is well within acceptable limits at roughly 1% of audit fees, so the tenure issue alone drives the against vote.
SSR Mining's 2026 annual meeting ballot presents three standard proposals; the most significant governance concern is the company's three-year stock return lagging its gold-mining peer group by 94 percentage points, which drives AGAINST votes for five of eight director nominees and reinforces the AGAINST vote on Say on Pay, which also carries two consecutive years of below-70% shareholder support. The auditor ratification proposal fails on tenure grounds alone, as PwC has served for 36 years without a compelling case for continuation disclosed in the filing.
14 companies disclosed in 2026 proxy filing
