Ssr Mining Inc DEF 14A, filed Mar 25, 2026

Ssr Mining Inc. (SSRM)

DEF 14A 2026-03-25 For: 2025-12-31

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Added on June 12, 2026

About this DEF 14A

Ssr Mining Inc filed this DEF 14A on March 25, 2026.

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☒	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


☒			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.


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.


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


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


		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


			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.


	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
	u Risk Management	u Mergers & Acquisitions
Director Since: 2020	u Mining Operations	u Governance
	u Environmental, Health, Safety & Sustainability	u Government Relations
Age: 59	u Corporate Finance & Capital Allocation	u Financial Reporting

Denver, Colorado, USA	Committee Membership
	None


	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
	u Corporate Finance & Capital Allocation	u Risk Management
Director Since: 2020	u Mergers & Acquisitions	u Human Capital Management
	u Environmental, Health, Safety & Sustainability	u Financial Reporting
Independent	u Government Relations	u Governance
	u 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


	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
	u Mergers & Acquisitions	u Mining Operations
Independent	u Environmental, Health, Safety & Sustainability	u 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


	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
	u Risk Management	u Mergers & Acquisitions
	u Environmental, Health, Safety & Sustainability	u Human Capital Management
Director Since: 2020	u Information Technology & Cybersecurity	u 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.


	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
	u Corporate Finance & Capital Allocation	u Risk Management
	u Mergers & Acquisitions	u Mining Operations
Director Since: 2024	u Environmental, Health, Safety & Sustainability	u Human Capital Management
	u 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.


	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
	u Corporate Finance & Capital Allocation	u Risk Management
	u Mergers & Acquisitions	u Financial Reporting
Director Since: 2025	u Information Technology & Cybersecurity	u 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.


	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
	u Corporate Finance & Capital Allocation	u Risk Management
Independent	u Mergers & Acquisitions	u Financial Reporting
	u Governance	u Government Relations
Age: 70
	Committee Membership
Scottsdale, Arizona, USA	Audit Committee
	Compensation and Leadership Development Committee

	Other Public Company Boards
	TechnipFMC plc


	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
	u Risk Management	u Mining Operations
	u Environmental, Health, Safety & Sustainability	u Human Capital Management
Director Since: 2023	u Supply Chain Management	u 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.


	Required	Held	Attended	Attendance %
Board of Directors	4	6	6	100%


	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
____________________


	Annual Cash Retainer	Minimum Value Required	Common Shares	DSUs	Total of Common Shares and DSUs	Market Value of Common Shares and DSUs(1)	Meets Share Ownership Guidelines
Name	($)	($)	(#)	(#)	(#)	($)
Thomas R. Bates, Jr.	135,000	405,000	26,230	122,947	149,177	3,269,960	Yes
Brian R. Booth	100,000	300,000	18,724	90,778	109,502	2,400,284	Yes
Alan P. Krusi	115,000	345,000	25,091	120,894	145,985	3,199,991	Yes
Daniel Malchuk	125,000	375,000	—	29,672	29,672	650,410	Yes
Laura Mullen	125,000	375,000	—	7,390	7,390	161,989	Yes	(2)
Kay Priestly	100,000	300,000	—	62,310	62,310	1,365,835	Yes
Karen Swager	120,000	360,000	—	70,357	70,357	1,542,225	Yes
____________________
(1) Assumes a market value of $21.92 for each share, which is the close price on the NASDAQ as of December 31, 2025.
(2) Ms. Mullen has until February 15, 2030, five (5) years from the date of her election, to meet the Share Ownership Guidelines.


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.


Annual Cash Retainer:
Executive Chairman of the Board	$	—
Non-Executive Board Members (other than the Chair)	$	100,000
Lead Independent Director	$	35,000
Chairs of Audit Committee, TSS Committee	$	25,000
Chair of Compensation Committee	$	20,000
Chairs of Other Committees	$	15,000

Annual Equity Retainer:
Executive Chairman of the Board	$	—
Non-Executive Board Members (other than the Chair)	$	110,000
Lead Independent Director	$	110,000


Michael Sparks			Executive Vice President – Chief Financial Officer
Age: 44			Michael Sparks was appointed Executive Vice President, Chief Financial Officer of SSR Mining Inc. in March 2024, after serving as the company’s Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary since September 2020. Previously, Mr. Sparks served as the Chief Legal Officer for Alacer Gold Corp. since 2012. His experience spans leading global teams across complex international operating environments, aligning corporate functions to drive operational performance and enterprise value, and strengthening governance, risk, compliance, business integration, tax structuring, and public company reporting. Before joining Alacer Gold, Mr. Sparks worked at King & Spalding LLP in Houston, Texas and subsequently at Davis Graham & Stubbs LLP in Denver, Colorado. Mr. Sparks has an M.B.A. from the UNC Kenan-Flagler Business School, a Juris Doctorate degree from Vanderbilt University Law School, and a business management degree from Utah State University.


			Bill MacNevin			Executive Vice President – Operations and Sustainability
			Age: 60			William (Bill) MacNevin was appointed Executive Vice President, Operations and Sustainability of SSR Mining in January 2023. Mr. MacNevin has over 35 years of international experience in the mining industry, having held senior operational and corporate roles across Placer Dome, Newmont and most recently Barrick Gold. He has worked in Papua New Guinea, Australia, Tanzania, Zambia, Peru, Dominican Republic, Argentina and the USA. Prior to joining SSR Mining, Mr. MacNevin held the position of Processing and Engineering Lead for Barrick Gold which came after he worked as the Executive General Manager of the Pueblo Viejo Joint Venture. His previous roles include CEO of Barrick Nevada and General Manager at Lumwana, among other senior positions. Mr. MacNevin attended James Cook University and received a Graduate Diploma in Mineral Processing Technology from Latrobe University.


F. Edward Farid			Executive Vice President – Chief Strategy Officer
Age: 41			F. Edward Farid was appointed Executive Vice President, Chief Strategy Officer of SSR Mining in March 2024, after serving as the company’s Executive Vice President, Chief Corporate Development Officer since September 2020. Mr. Farid is responsible for business strategy, mergers & acquisitions, portfolio management, joint ventures, commercial negotiations, capital markets, financings, and commercial metal sales functions across the portfolio. With nearly two decades of mining and investment banking experience, Mr. Farid is a seasoned executive with an established track record of strategic leadership and success in delivering value accretive initiatives across the organization. Prior to joining Alacer Gold in 2017 and playing a pivotal role in the at-market merger with SSR Mining, he served as a senior investment banker at a large bulge bracket bank where he originated, advised and executed landmark financing and M&A transactions in the precious and base metals sectors. Mr. Farid holds a Bachelor of Commerce degree in Finance from McGill University in Canada.


			John Ebbett			Executive Vice President – Growth and Innovation
			Age: 45			John Ebbett was appointed Executive Vice President, Growth and Innovation of SSR Mining in July 2022. Previous to this role, Mr. Ebbett served as the Vice President, Project Development for SSR Mining since September 2020. John has more than 20 years of experience in the mining industry and has managed a diverse range of projects from feasibility through to execution. Mr. Ebbett’s experience includes infrastructure and process plant upgrades and challenging projects such as underground development, pressure oxidation processing, and large tailings facilities. He has worked in Turkey, Canada, Indonesia, Papua New Guinea, Australia, Peru, Chile and the USA. Mr. Ebbett’s recent roles include Vice President Global Project Delivery at Ausenco and Project Director at Alacer Gold. Before joining Alacer Gold, he held various project development roles with Newcrest Mining, Ausenco and John Holland. Mr. Ebbett holds a Bachelor of Mechanical Engineering from the University of Canterbury in New Zealand.


Peer Group
Alamos Gold Inc.	Eldorado Gold Corporation	IAMGOLD Corporation
B2Gold Corp.	Endeavour Mining plc	Lundin Gold Inc.
Centerra Gold Inc.	Equinox Gold Corp.	OceanaGold Corporation
Coeur Mining Inc.	Hecla Mining Company	Pan American Silver Corp.
DPM Metals Inc.	Hudbay Minerals Inc.


Shareholder Engagement Campaigns
All percentages are based on the Company’s Issued and Outstanding Common Shares at the time of engagement.
	Invited to Engage	Engaged With	Declined Invitation
Spring 2024	58.47%	6.09%	52.38%
Fall 2024	53.70%	11.02%	42.68%
Spring 2025	51.11%	2.64%	48.47%
Fall 2025	51.30%	7.50%	43.80%


What We Heard		What We Did
Topic	Feedback	Changes for 2025

Çöpler Retention Bonuses	Certain Shareholders requested more information regarding the granting of one time retention bonuses in 2024 to executives following the Çöpler Incident	As a result of these conversations, the Company has enhanced its disclosure around its executive compensation practices and continues to reiterate that it does not grant one time retention bonuses as a matter of practice. Following the Company’s suspension of operations at its Çöpler mine site in Türkiye in February 2024 as a result of a significant slip on the heap leach pad (the “Çöpler Incident”), the Compensation Committee recognized that retaining experienced leadership was critical to ensuring a successful path forward. To reinforce stability, drive recovery, and align incentives with long-term value creation, the Compensation Committee approved a one-time cash retention incentive for each of our NEOs on March 6, 2024. Each retention bonus vested and was paid on June 6, 2025. The retention bonuses achieved their intended purpose, as none of the NEOs departed, and the SSRM share price has increased 387% since the shutdown of the Çöpler mine through December 31, 2025—evidence that the awards were both necessary and effective.
STI and LTI Design	Certain Shareholders asked questions about the STI and LTI design, and particularly the use of gold production in both the STI and PSU metrics.	Based on collective feedback received during our shareholder outreach over the past several years, the Compensation Committee refined the performance metrics for our 2026 PSU program by removing gold production as a metric. This adjustment eliminates overlap with metrics already incorporated in our STI program and further strengthens the direct alignment of long-term incentives with shareholder value creation through a sharper focus on relative TSR and ROI. Gold production remains a critical operational measure for the Company, and we intend to retain it as a key component within the STI program to ensure balanced emphasis on both short-term execution and long-term strategic outcomes. This refinement continues our commitment to evolving the executive compensation program in response to shareholder perspectives, while preserving robust ties between pay and performance in a manner appropriate to our industry.
Evaluating Risk and Strategy	Shareholders asked questions about the Board’s role in evaluating and addressing risk and strategy for the Company.	SSR Mining has a robust risk register and system for evaluating risks at all levels of the business. It is management’s job to identify risk, but the Board is increasingly engaged in oversight of this stream to ensure the Board’s broad perspectives are incorporated into the risk management process. The Board has taken into consideration the Çöpler Incident, which resulted in an expanded technical committee that meets more frequently to address risk, not just operationally, but also in reporting and other matters across the business.


Board Composition	Shareholders asked our Lead Independent Director to speak to board diversity, our refreshment approach, and ensuring that right mix of skills and experiences are reflected on the Board.	Board refreshment is handled primarily within the Governance Committee, which considers the specific skills and qualifications of current and future Board members. One tool utilized by the Board in the refreshment process is a skills matrix to identify areas of strength and opportunity for future Board appointments. For example, in recent years, the Board has engaged in Board refreshment specifically seeking out candidates with mining experience leading to the appointments of Mr. Malchuk and Ms. Swager. In addition, Ms. Mullen’s appointment enhances the Board’s audit and financial reporting capabilities.
Pay Alignment with Performance	Shareholders have expressed over the past several years that they do not have concerns about misalignment between CEO pay and company performance. However, we believe additional disclosure around the treatment of the CEO’s equity grants related to the Alacer-SSR merger is warranted.	In response to this shareholder feedback, we have continued to enhance transparency in our disclosures, particularly around certain of the CEO’s equity grants that vested in recent years and how his realized pay aligns with Company performance. All of Mr. Antal’s awards that vested in 2020 and 2021, as well as the vast majority of the awards that vested in 2022 and 2023, were awards granted by Alacer Gold Corp. (“Alacer”) prior to its merger with SSR Mining. At the time of the merger, Alacer equity plans had a single trigger change in control vesting provision that would have allowed these awards to vest immediately upon close of the merger. However, Mr. Antal and the other executives who joined SSR during the merger voluntarily waived the single trigger automatic vesting and the awards continued to vest over three years per the original vesting schedules. As a result, Mr. Antal’s compensation, or realized pay, is arbitrarily higher for the years in which the Alacer grants vested, skewing the performance against share price comparison. The share compensation plans governing all currently outstanding awards include double trigger change in control vesting provisions, providing protection against automatic vesting and further aligning our executives’ interests with those of our Shareholders. The Company intends to include double trigger change in control provisions in all compensation plans going forward. The below table shows three different analyses of Mr. Antal’s compensation, specifically, total compensation using share-based awards granted (Summary Compensation Table), total compensation using share-based awards vested (realized compensation), and total compensation if the awards granted by Alacer had vested at the time of merger:


The Company’s executive compensation plan is designed to emphasize share ownership and at-risk compensation. For 2025, compensation for NEOs consisted of: •a competitive base salary, •an annual incentive opportunity, •long-term incentives in the form of Performance Share Units (“PSUs”) and Restricted Share Units (“RSUs”), •standard retirement and insurance benefits paid to all employees in their domiciles, and •de minimis perquisites. Our annual cash and long-term equity incentives are designed to align executive performance with the creation of long-term shareholder value. This structure provides a balanced mix of rewards that motivates sustained performance while discouraging excessive short-term risk-taking. The charts on the right set forth the relative weighting of the target compensation package for our President and CEO and the average weighting for our other NEOs.
			Percentages do not total 100% due to rounding adjustments.


NEO	2025	2024	Percentage Change
Rod Antal	1,075,000	1,075,000	—%
Michael Sparks	600,000	600,000	—%
Bill MacNevin	600,000	600,000	—%
F. Edward Farid	580,000	580,000	—%
John Ebbett	490,000	490,000	—%


	% of Salary
NEO	Minimum	Target	Maximum
Rod Antal	0%	115%	230%
Michael Sparks	0%	75%	150%
Bill MacNevin	0%	75%	150%
F. Edward Farid	0%	75%	150%
John Ebbett	0%	75%	150%


	Target Award (% of salary)
NEO	PSUs	RSUs	Total
Rod Antal	150%	150%	300%
Michael Sparks	87.5%	87.5%	175%
Bill MacNevin	87.5%	87.5%	175%
F. Edward Farid	87.5%	87.5%	175%
John Ebbett	87.5%	87.5%	175%


	Corporate				Individual			Score
NEO	Weight		Score		Weight		Score	(% of Target)
Rod Antal	100%	X	127.79%	+	N/A	X	N/A	127.79%
Michael J. Sparks	80%		127.79%		20%		110%	124.23%
Bill MacNevin	80%		127.79%		20%		100%	122.23%
F. Edward Farid	80%		127.79%		20%		105%	123.23%
John Ebbett	80%		127.79%		20%		110%	124.23%


LTI Performance Metric	Target	Performance	Weighting		Result		Weighted Result
Production (1/3)
2023	760,957	706,894	41.42	%	28.95	%	11.99	%
2024	588,750	399,267	32.05	%	0.00	%	0.00	%
2025	487,546	447,207	26.54	%	17.26	%	4.58	%
Total	1,837,253	1,553,368	100.00	%			16.57	%
	Production Score Achieved						3.51
ROI (1/3)
2023	6.00%	8.54%	33.33	%	200.00	%	66.67	%
2024	6.00%	(6.98)%	33.33	%	0.00	%	0.00	%
2025	6.00%	10.44%	33.33	%	200.00	%	66.67	%
Total			100.00	%			133.34	%
	ROI Score Achieved						44.44
TSR (1/3)	<25 Percentile	50 Percentile	>75 Percentile		Percentile Achieved		Score Achieved
	0%	100%	200%		0.00	%	0.00	%
	TSR Score Achieved						0.00
PSU Score Achieved							49.97	%


	2023 PSU Grants	Vest Date 30-Day VWAP		Vest Date Value	Performance Score	Payout Value
Name	(#)	($)		($)	(%)	($)
Rod Antal	131,145	27.96	(1)	3,666,290	49.97	1,832,045
Michael J. Sparks	32,937	27.96	(1)	920,787	49.97	460,117
Bill MacNevin	32,022	27.96	(1)	895,207	49.97	447,335
F. Edward Farid	33,547	27.96	(1)	937,840	49.97	468,639
John Ebbett	27,448	27.96	(1)	767,336	49.97	383,438
____________________
(1) Market value on the vest date was $27.96 for each share, which is the 30-day volume weighted average price ("VWAP") on the Nasdaq.


		Salary	Bonus(1)	Share-Based Awards(2)	Non-Equity Incentive Plan Compensation(3)	All Other Compensation		Total Compensation
Name and Principal Position	Year	($)	($)	($)	($)	($)		($)
Rod Antal	2025	1,075,000	1,612,500	3,225,000	1,579,804	70,937	(4)	7,563,241
Executive Chairman	2024	1,075,000		3,225,000	788,109	59,107		5,147,216
	2023	1,075,000		3,225,000	959,206	45,747		5,304,953
Michael Sparks(4)	2025	600,000	900,000	1,050,000	559,044	82,792	(4)	3,191,836
Executive Vice President &	2024	600,000		1,050,000	409,500	61,509		2,121,009
Chief Financial Officer	2023	540,000		810,000	332,392	42,717		1,725,109
Bill MacNevin	2025	600,000	900,000	1,050,000	550,044	61,962	(4)	3,162,006
Executive Vice President	2024	600,000		1,050,000	409,500	29,700		2,089,200
Operations and Sustainability	2023	525,000		1,837,500	334,971	35,450		2,732,921
F. Edward Farid	2025	580,000	870,000	1,015,000	536,059	67,149	(4)	3,068,209
Executive Vice President &	2024	580,000		1,015,000	395,850	46,869		2,037,719
Chief Strategy Officer	2023	550,000		825,000	342,672	28,240		1,745,912
John Ebbett	2025	490,000	735,000	857,500	456,553	44,864	(4)	2,583,917
Executive Vice President	2024	490,000		735,000	334,425	43,600		1,603,025
Growth and Innovation	2023	450,000		675,000	276,993	36,650		1,438,643
____________________
(1) In response to the challenges faced by the Company after the Çöpler Incident in 2024, and to reinforce stability, drive recovery, and align incentives with long-term value creation, the Compensation Committee approved a one-time cash retention incentive for each of our NEOs on March 6, 2024. Each retention bonus vested and was paid on June 6, 2025.
(2) The amounts in this column represent the USD grant date fair value of the RSUs and/or PSUs computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718). The assumptions made, if any, when calculating the amounts in this column are found in Note 7 to the Consolidated Financial Statements of SSR Mining Inc. and its subsidiaries, as filed with the SEC on Form 10-K for 2021. The amounts reported in the Summary Compensation Table for the PSUs are the value at the grant date as determined in accordance with ASC 718, which assumes a payout at target. The maximum value of the PSUs is 200% of target.
(3) The amounts in this column represent STI plan awards.
(4) The amounts reported in this column for 2025 include: the Company's 401(k) plan matching contributions on the NEOs’ voluntary contributions for each of Mr. Antal, Mr. Sparks, Mr. MacNevin, and Mr. Ebbett ($17,500 each); the Company's 401(k) plan non‑elective contributions for each of Mr. Antal, Mr. Sparks, Mr. MacNevin, and Mr. Ebbett ($10,500 each); Group RRSP contributions for Mr. Farid ($21,475); and SERP contributions for Mr. Farid ($6,525). The amounts in this column also include the following amounts in 2025, calculated as the aggregate incremental cost to the Company for each item: financial planning services (for Mr. Antal, $15,824; for Mr. Sparks, $15,000; for Mr. Farid, $14,554), executive health assessments (for Mr. Antal, $24,947; for Mr. Sparks, $25,000; for Mr. MacNevin, $29,350; for Mr. Farid, $21,088; for Mr. Ebbett, $11,325), professional development dues and fees (for Mr. Sparks, $12,626;) and life insurance premiums.


		Estimated future payouts under non-equity incentive plan awards(1)			Estimated future payouts under equity incentive plan awards(2)			All other stock awards: Number of shares of stock or units	Grant date fair value of stock and option awards(3)
		Threshold	Target	Maximum	Threshold	Target	Maximum
Name	Grant date	($)	($)	($)	(#)	(#)	(#)	(#)	($)
Rod Antal
2025 STI	—	0	1,236,250	2,472,500				—
2025 PSU (payable in 2028)	1-Jan-25				0	235,229	470,458	—	1,612,500
2025 RSU	1-Jan-25							235,229	1,612,500
Michael J. Sparks
2025 STI	—	0	450,000	675,000				—
2025 PSU (payable in 2028)	1-Jan-25				0	76,586	153,172	—	525,000
2025 RSU	1-Jan-25							76,586	525,000
Bill MacNevin
2025 STI	—	0	450,000	675,000				—
2025 PSU (payable in 2028)	1-Jan-25				0	76,586	153,172	—	525,000
2025 RSU	1-Jan-25							76,586	525,000
F. Edward Farid
2025 STI	—	0	435,000	652,500				—
2025 PSU (payable in 2028)	1-Jan-25				0	74,033	148,066	—	507,500
2025 RSU	1-Jan-25							74,033	507,500
John Ebbett
2025 STI	—	0	367,500	551,250				—
2025 PSU (payable in 2028)	1-Jan-25				0	62,545	125,090	—	428,750
2025 RSU	1-Jan-25							62,545	428,750
____________________
(1) Amounts shown represent threshold, target and maximum amounts for 2025 STI bonuses, which are paid in cash. STI bonuses have a threshold payout of zero and a maximum payout of 200%. Actual amounts earned are shown in Summary Compensation Table.
(2) Amounts shown represent number of PSUs. At the time of settlement, PSUs are redeemed in cash and that cash value is multiplied by the performance percentage, which has a threshold payout of zero and a maximum payout of 200%.
(3) Market value at the time of grant was $6.86 for each share, which is the 30-day volume weighted average price ("VWAP") on the Nasdaq.


			Share-based awards(1)
			Number of shares or units that have not vested	Market value of shares or units of stock that have not vested(2)	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(2)
Name	Grant Date		(#)	($)	(#)	($)
Rod Antal	7-Mar-23	(3)	29,143	638,815
	1-Apr-24	(4)	185,089	4,057,151
	1-Jan-25	(5)	235,229	5,156,220
	7-Mar-23	(6)	131,145	2,874,698
	1-Apr-24	(7)			370,179	8,114,324
	1-Jan-25	(8)			235,229	5,156,220
Michael J. Sparks	7-Mar-23	(3)	7,322	160,498
	1-Apr-24	(4)	60,261	1,320,921
	1-Jan-25	(5)	76,586	1,678,765
	7-Mar-23	(6)	32,937	721,979
	1-Apr-24	(7)			120,523	2,641,864
	1-Jan-25	(8)			76,586	1,678,765
Bill MacNevin	1-Jan-23	(9)	23,382	512,533
	7-Mar-23	(3)	7,119	156,048
	1-Apr-24	(4)	60,261	1,320,921
	1-Jan-25	(5)	76,586	1,678,765
	7-Mar-23	(6)	32,022	701,922
	1-Apr-24	(7)			120,523	2,641,864
	1-Jan-25	(8)			76,586	1,678,765
F. Edward Farid	7-Mar-23	(3)	7,458	163,479
	1-Apr-24	(4)	58,252	1,276,884
	1-Jan-25	(5)	74,033	1,622,803
	7-Mar-23	(6)	33,547	735,350
	1-Apr-24	(7)			116,505	2,553,790
	1-Jan-25	(8)			74,033	1,622,803
John Ebbett	7-Mar-23	(3)	6,101	133,734
	1-Apr-24	(4)	42,183	924,651
	1-Jan-25	(5)	62,545	1,370,986
	7-Mar-23	(6)	27,448	601,660
	1-Apr-24	(7)			84,366	1,849,303
	1-Jan-25	(8)			62,545	1,370,986
____________________
(1) All share-based awards accrue dividend units, which vest per the terms of the underlying award.
(2) Calculated based on target performance and a market price of $21.92 for each share, which is the close price on the Nasdaq on December 31, 2025.
(3) Vest date is March 7, 2026.
(4) Vest dates are April 1, 2026, October 1, 2026, and April 1, 2027.
(5) Vest dates are January 1, 2026, January 1, 2027, and January 1, 2028.
(6) Cliff-vest after three years on March 7, 2026; performance period ended on December 31, 2025. For information on actual payout results see “2025 Compensation Results - LTI Compensation Results” above.
(7) Cliff-vest after three years on April 1, 2027.
(8) Cliff-vest after three years on January 1, 2028.
(9) Vest date is January 1, 2026.