Brian R. Booth
SSR MININGAbout Brian R. Booth
Brian R. Booth (age 65) is an independent director of SSR Mining, appointed in May 2016. He is a geologist with a B.Sc. in Geological Sciences from McGill University (1983) and spent 23 years at Inco Limited in senior exploration roles across North America, Europe, and Australasia, including Managing Director of PT Ingold; he holds an honorary lifetime membership in the Indonesian Mining Association for service as Assistant Chairman of the Professional Division . He resides in West Vancouver, BC, and brings expertise in mining operations, M&A, EHS&S, and government relations to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Element29 Resources Inc. | President, CEO, and Director (retired) | 2019–2024 (retired by 2025 proxy) | Led copper-focused exploration and corporate strategy . |
| Pembrook Copper Corp. | President, CEO, and Director | 2008–2018 | Exploration and corporate leadership in copper assets . |
| LakeShore Gold Corp. | President, CEO, and Director | 2005–2008 | Executive leadership in gold exploration and development . |
| Inco Limited | Exploration Management roles | ~1983–2006 (23-year career) | Manager of Exploration (North America & Europe), Manager of Global Nickel Exploration, Managing Director PT Ingold (Australasia) . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GFG Resources Inc. | Director | Current as of 2025 proxy | Listed among his other public company boards . |
| Peninsula Energy Limited | Director | Current as of 2025 proxy | Listed among his other public company boards . |
Board profile matrix indicates Booth currently serves on two other public company boards .
Board Governance
- Committee assignments: Audit Committee (member) and Technical, Safety and Sustainability (TSS) Committee (member) .
- Independence: Classified as Independent; board independence ~89% overall on the matrix .
- Attendance: Board 27/28; Audit 6/6; TSS 9/9; overall attendance 98% .
- Tenure: Director since 2016; board tenure shown as 8.9 years (matrix) .
- Voting support: 2024 election results – For 98.71%, Withheld 1.29% .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-executive board members (other than Chair) . |
| Committee chair fees | $0 | Booth is not a chair; Audit and TSS chair fees are $25,000/$25,000 but do not apply to Booth . |
| Meeting fees | $0 | Not used; directors receive retainers rather than meeting fees . |
| Annual equity retainer (DSUs) | $110,000 | Paid in DSUs; directors may elect to take cash retainer in DSUs . |
| 2024 fees earned | $100,000 | As reported in director comp table . |
| 2024 share-based awards (DSUs) | $110,000 | Aggregate grant-date fair value under ASC 718 . |
| 2024 total | $210,000 | Sum of cash + share-based . |
- DSU plan: DSUs are immediately fully vested, non-forfeitable, cash-settled upon retirement; dividend equivalents accrue; directors may elect to receive all or a portion of the cash retainer in DSUs (equity retainer cannot be taken in cash) .
- 2024 DSU holdings (Dec 31, 2024): Booth held 80,944 DSUs .
Performance Compensation
| Performance-Based Component | Metrics | Vesting/Measurement | Notes |
|---|---|---|---|
| None disclosed for non-executive directors | N/A | N/A | Director pay consists of cash and DSU retainers; no performance-based awards or bonus metrics are used for non-executive directors . |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| GFG Resources Inc. | Metals & Mining | Director | Sector overlap; no related-party transactions disclosed by SSR Mining in FY2024 . |
| Peninsula Energy Limited | Uranium | Director | Sector adjacency; no related-party transactions disclosed by SSR Mining in FY2024 . |
SSR Mining discloses that, to its knowledge, no officer or director had related party interests in transactions since the most recently completed financial year, other than as disclosed elsewhere in the proxy .
Expertise & Qualifications
- Skills: Mergers & Acquisitions; Mining Operations; Environmental, Health, Safety & Sustainability; Government Relations .
- Education: B.Sc. in Geological Sciences, McGill University (1983) .
- Industry recognition: Honorary lifetime membership, Indonesian Mining Association (service as Assistant Chairman, Professional Division) .
- International experience and executive leadership consistent with board skills matrix (public board experience; strategic leadership; industry knowledge; international exposure) .
Equity Ownership
| As of March 10, 2025 | Common Shares | Other Shares Acquirable Within 60 Days | Total Beneficially Owned | % of Class |
|---|---|---|---|---|
| Brian R. Booth | 18,724 | — | 18,724 | 0.009% |
| Ownership Guidelines Compliance (Dec 31, 2024) | Annual Cash Retainer ($) | Minimum Required ($) | Common Shares (#) | DSUs (#) | Total Shares/DSUs (#) | Market Value ($) | Meets Guidelines |
|---|---|---|---|---|---|---|---|
| Brian R. Booth | 100,000 | 300,000 | 18,724 | 80,944 | 99,668 | 693,689 | Yes |
- DSUs are fully vested and cash-settled upon board retirement; DSUs do not confer shareholder rights and are not included in the beneficial ownership table (cash-settled instruments) .
Governance Assessment
- Board effectiveness and engagement: Strong attendance (98%) and full committee participation (Audit 6/6; TSS 9/9), with broad technical and governance-relevant skills (M&A, mining ops, EHS&S, govt relations) supporting oversight of operating risk and sustainability .
- Independence and shareholder support: Independent director with high 2024 vote support (98.71% For), indicating investor confidence .
- Alignment: Compensation mix moderately equity-heavy (DSUs $110k vs cash $100k) and compliance with 3x retainer ownership guideline ($693,689 market value), though actual share ownership is small (0.009% of class); DSUs are cash-settled (not equity-settled), which moderates direct equity alignment but still ties value to share price .
- Conflicts and related-party risk: No related-party transactions involving directors disclosed for the most recent fiscal year; other public company board roles in mining/uranium warrant monitoring for potential informational interlocks, but no transactions reported .
- RED FLAGS: None disclosed regarding attendance, option repricing, pledging/hedging, tax gross-ups, or related-party transactions; continue monitoring dual directorships for sector conflicts and any changes in DSU plan terms .