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
Mr. Antal has served since 2020 and SSR Mining's 3-year total shareholder return of +91.3% trails the peer group median of +247.4% by 156 percentage points, far exceeding the 65-point trigger threshold for a company with strong positive returns; the 5-year check does not rescue the vote because the 5-year gap of -81.2pp also exceeds the applicable 65pp threshold, confirming this is sustained underperformance rather than a recent blip.
Mr. Bates has served since 2020 and his tenure fully overlaps the underperformance period; the 156-point gap versus the peer median far exceeds the 65-point trigger, and the 5-year gap of -81.2pp similarly exceeds the threshold, so the sustained underperformance warrants an AGAINST vote.
Mr. Booth has served since 2016, giving him the longest tenure on the board and full overlap with the underperformance period; the same 156-point 3-year peer gap and -81.2pp 5-year gap both exceed the relevant thresholds.
Mr. Krusi has served since 2020 with full overlap of the underperformance period; the 156-point 3-year peer gap exceeds the 65-point trigger and the 5-year gap of -81.2pp also exceeds the threshold, supporting a sustained underperformance determination.
Ms. Priestly has served since 2020 with full overlap of the underperformance period; the 156-point 3-year peer gap exceeds the 65-point trigger and the 5-year gap of -81.2pp also exceeds the threshold.
For Analysis
Mr. Malchuk joined the board in January 2024, meaning he has served less than 24 months as of the meeting date and is exempt from the TSR underperformance trigger under the policy's new-director rule.
Ms. Mullen joined the board in February 2025, well within the 24-month exemption window, so the TSR underperformance trigger does not apply to her.
Ms. Swager joined in January 2023, giving her roughly 3 years of tenure; while she is not fully exempt under the 24-month rule, she joined after much of the underperformance was already established, and the policy notes this as meaningful mitigating context — her tenure covers less than the full underperformance period, supporting a FOR vote.
Of the eight nominees, five directors who have served since the 2020 Alacer-SSR merger (Antal, Bates, Booth, Krusi, Priestly) receive AGAINST votes because SSR Mining's 3-year total return of +91.3% trails the peer group median by 156 percentage points, far exceeding the 65-point trigger applicable to companies with strong positive absolute returns, and the 5-year check does not mitigate the votes because the 5-year gap of -81.2pp also exceeds the threshold. Two newer directors (Malchuk, Mullen) are exempt under the 24-month new-director rule and receive FOR votes. Swager, who joined in early 2023 after underperformance was already underway, receives a FOR vote given the mitigating context of her partial-period tenure.
CEO
Rod Antal
Total Comp
N/A
Prior Support
60.35%%
SSR Mining received only 60.35% support on its Say on Pay vote at the 2025 annual meeting (and similarly low support in 2024), both below the 70% threshold that requires a No vote if no meaningful changes have been made; while the company has engaged in outreach and made some prospective changes to the 2026 long-term incentive program metrics, the 2025 compensation structure being voted on today was not materially reformed in response to shareholder feedback. Additionally, the CEO received $7.56 million in total compensation — a significant package — while SSR Mining's stock lagged the compensation peer group median by 156 percentage points over three years, meaning above-benchmark incentive pay was not justified by shareholder experience. The combination of persistent low Say on Pay support without sufficient structural remediation and a clear pay-for-performance misalignment in the variable compensation program supports a No vote.
Auditor
PricewaterhouseCoopers LLP
Tenure
36 yrs
Audit Fees
$3,075,550
Non-Audit Fees
$32,500
PwC has been SSR Mining's auditor since 1989 — a relationship of approximately 36 years — which exceeds the 25-year tenure threshold that triggers a No vote under our policy. The non-audit fee ratio is well within acceptable limits (non-audit fees of $32,500 represent only about 1% of audit fees of $3,075,550), and no material restatements are noted, so tenure is the sole trigger. The proxy does not provide a specific and compelling rationale for continuing the engagement beyond 25 years, so the tenure trigger is not mitigated.
The 2026 SSR Mining annual meeting ballot presents significant governance concerns: five long-tenured directors receive AGAINST votes due to sustained stock underperformance versus the peer group that exceeds policy thresholds on both a 3-year and 5-year basis, the auditor has served for approximately 36 years exceeding the 25-year tenure trigger, and Say on Pay receives an AGAINST vote based on two consecutive years of below-70% shareholder support combined with a pay-for-performance misalignment between above-benchmark incentive awards and material peer-relative TSR underperformance.
14 companies disclosed in 2026 proxy filing
