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Bill MacNevin

Executive Vice President, Operations and Sustainability at SSR MININGSSR MINING
Executive

About Bill MacNevin

Executive Vice President – Operations and Sustainability at SSR Mining since January 2023; age 59. He has 35+ years of international mining leadership across Placer Dome, Newmont, and Barrick Gold, including CEO of Barrick Nevada and Executive General Manager of the Pueblo Viejo JV; education includes James Cook University and a Graduate Diploma in Mineral Processing Technology from Latrobe University . 2024 corporate STI performance was 63.75%, with MacNevin’s total STI payout at 91% of target due to a 200% individual performance score weighted at 20% . TSR rebounded strongly post-Çöpler incident: SSRM delivered 122.9% total shareholder return from Feb 13, 2024 to Mar 31, 2025 .

Past Roles

OrganizationRoleYearsStrategic Impact
Placer DomeVarious senior operational rolesCareer began 1988 Built foundational processing/ops expertise across geographies
Barrick GoldGeneral Manager at Lumwana; CEO of Barrick NevadaReturned to Barrick in 2013 Led large-scale operations; applied pressure oxidation/process leadership
Barrick GoldExecutive General Manager, Pueblo Viejo JVPrior to 2019 JV leadership; execution on complex processing assets
Barrick GoldProcessing & Engineering Lead2019 Portfolio-wide processing/engineering oversight
NewmontSenior operational rolesJoined 2009 Operated across major precious metals assets

External Roles

OrganizationRoleYearsStrategic Impact
None disclosedNo public company directorships disclosed; MacNevin is not listed as a director in the proxy’s director ownership table

Fixed Compensation

Metric20232024
Base Salary ($)$525,000 $600,000
Target STI (% of salary)75% 75%
STI Target ($)$393,750 $450,000
STI Actual ($)$334,971 $409,500
All Other Compensation ($)$9,900 $27,600

Performance Compensation

Short-Term Incentive (STI) – 2024 Company Scorecard

2024 STI GoalMetric WeightThresholdTargetUpper Target/Stretch2024 Performance2024 Payout %
TRIFR (Safety)5% 2023 actual 2.10 5% reduction to 2.00 10% reduction to 1.90 Fatality 0.00%
Leadership in the Field (LIF)5% CC&V 7,900 interactions (2023 actual) 8,900 (+10%) 10,000 (+20%) / Stretch 11,394 10.00%
Water Efficiency5% 2023 actual 89% +2% & 2 Marigold projects +3% & 3 Marigold projects 90% 3.75%
Sustainability5% Program baselines Engagement tracked quarterly, commitments defined Stretch achievements Stretch 10.00%
Gold-Equivalent Ounces Produced30% 540k (lower guidance) 570k (midpoint) 600k/630k stretch 399,267 0.00%
AISC per ounce (IFRS)30% $1,625 (upper guidance) $1,600 (midpoint) $1,575/$1,545 stretch $1,873 0.00%
Strategic (Board-defined)20% Board determination Board determination Upper/200% 200% 40.00%
Total Corporate Score100%63.75%

STI Outcome for MacNevin – 2024

ComponentWeightScoreResult
Corporate80% 63.75% 51.00% of target
Individual20% 200% 40.00% of target
Total STI Factor91.00% of target
STI Target ($)$450,000
STI Paid ($)$409,500

Long-Term Incentives (LTIP) – 2024 Design and Grants

ElementTarget Award (% of Salary)Grant DateUnits/NotionalFair Value ($)VestingSettlement
PSUs87.5% Apr 1, 2024 Target 120,523; Max 241,046 $525,000 3-year cliff; 3-year performance goals Cash; performance 0–200%, metrics include production, ROIC, relative TSR
RSUs87.5% Apr 1, 2024 120,523 $525,000 Time-based; 1/3 each year over 3 years Shares
2024 Allocation50% PSUs / 50% RSUs (vs. typical 60/40) Rationale: align incentives amid 2024 challenges; increased LTIP % for MacNevin with added responsibilities

PSU governance guardrails: For 2022 PSUs (historical reference), metrics were equally weighted across production, ROI (target 5%), and relative TSR; absolute negative TSR caps the TSR component at 100%, and bottom quartile relative TSR yields 0% payout; total PSU payout capped at 200% .

One-Time Retention Award

AwardAmountApproval DateVesting Terms
Cash retention bonus$900,000 March 6, 2024 Vests June 6, 2025; payable if employed through payment date or terminated without Cause prior to payment

Equity Ownership & Alignment

Share Ownership Guidelines and Holdings (Dec 31, 2024)

NEOBase Salary ($)Requirement ($)Common Shares Owned (#)RSUs Unvested (#)PSUs Subject to Vesting (#)Total Holdings Value ($)Compliance
Bill MacNevin$600,000 $1,200,000 34,417 161,430 76,273 (50% counted for guideline) $1,893,951.72 (at $6.96/share) Yes

Policy notes:

  • Executive ownership guidelines: CEO 5x salary; other NEOs 2x salary; RSUs counted at full value; 50% of PSUs counted; expected to use after-tax proceeds from equity to meet guidelines .
  • Anti-hedging policy; robust insider trading policy; clawback compliant with SEC rules; double-trigger change-in-control vesting in share plans; no options granted; no tax gross-ups .

Beneficial Ownership (March 10, 2025, based on 202,537,757 shares outstanding)

HolderCommon Shares (#)Other Shares Acquirable ≤60 days (#)Total Beneficial Ownership (#)% of Class
Bill MacNevin56,142 20,087 76,229 0.038%

Pledging/hedging:

  • No pledging disclosures identified in proxy; anti-hedging policy prohibits derivative transactions to offset declines in equity value .

Employment Terms

Potential Payments Upon Termination or Change in Control (as of Dec 31, 2024; assumes $6.96 share price)

ScenarioCash Salary/Bonus Elements ($)Equity/Benefits ($)Total ($)
Resignation$392,486 prorated bonus $392,486
Termination for Cause
Termination without Cause or Resignation for Good ReasonLump sum: 24 months base + 24 months average bonus or target bonus if <2 years Prorated equity vesting; benefits continuation up to 24 months $3,905,552 total
Retirement$392,486 prorated bonus Board discretion on RSUs/PSUs vesting $392,486
Disability$392,486 prorated bonus $2,185,266 equity; benefits cease; legacy U.S. plan exceptions noted $2,577,752
Death$392,486 prorated bonus $2,185,266 equity; immediate vesting $2,577,752
Qualifying Termination within 12 months post-Change-in-ControlLump sum: 24 months base + 24 months average bonus or target bonus if <2 years Full acceleration of RSUs/PSUs (PSUs at 100% performance); benefits to earlier of 24 months or new coverage $4,562,723 total

Restrictive covenants:

  • Employment agreements include post-employment restrictive covenants; severance may be suspended/terminated upon breach .

Compensation Committee Analysis

  • Peer group (2024): Alamos Gold, B2Gold, Centerra, Coeur, Dundee Precious Metals, Eldorado, Endeavour, Hecla, Hudbay, IAMGOLD, Equinox, Lundin Gold, OceanaGold, Pan American Silver .
  • 2024 changes: Removed Agnico Eagle, Kinross, Newcrest; added Dundee, Hudbay, Lundin Gold .
  • Consultants: Transitioned to Pay Governance in Oct 2024 ($64,415 fees); earlier advisor Compensation Advisory Partners ($61,326.25) .

Say-on-Pay & Shareholder Feedback

  • 2024 Say-on-Pay approval: 55.81% vs ~95.26% average prior six years; Company undertook expanded shareholder outreach .
  • 2025 proxy outreach: ISS recommended “FOR” Say-on-Pay and directors; Company contested Glass Lewis views and highlighted TSR recovery and retention award rationale .

Investment Implications

  • Pay-for-performance alignment: STI outcome tied to production, cost, and strategic execution; MacNevin’s 91% payout reflects strong individual performance amid challenged corporate metrics in 2024 (AISC and production misses) .
  • Retention risk mitigated: $900k one-time retention bonus through June 2025 supports leadership stability post-Çöpler incident ; LTIP for MacNevin raised to 175% of salary (50/50 PSUs/RSUs) with added responsibilities .
  • Selling pressure: PSUs settle in cash, reducing forced selling; RSUs settle in shares and vest annually, which may result in sell-to-cover activity; MacNevin meets 2x salary ownership guideline, improving alignment .
  • Change-in-control economics: Double-trigger vesting and 24 months salary+bonus provide moderate protection without single-trigger windfalls; robust clawback and anti-hedging policies temper risk .
  • Governance signal: Weak 2024 Say-on-Pay (55.81%) is a red flag; however, peer group recalibration and consultant transition suggest responsiveness to investor feedback . TSR rebound (122.9% since Feb 2024) indicates execution momentum that could support incentive realizations and sentiment .