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Daniel Malchuk

Director at SSR MININGSSR MINING
Board

About Daniel Malchuk

Independent director at SSR Mining since January 2024; age 59; based in Las Condes, Santiago, Chile. Civil Industrial Engineer (Universidad de Chile) and MBA (UCLA Anderson), with 30+ years in global mining operations and strategy (ex-BHP President Operations, Minerals Americas; prior leadership across Copper, Base Metals, Exploration, Strategy/Development). SSR board tenure ~1 year with strong engagement (27/28 board meetings; 8/9 TSS committee) and independence affirmed by the Board.

Past Roles

OrganizationRoleTenureCommittees/Impact
BHPPresident Operations, Minerals Americas; prior President of Copper; President of Aluminum/Manganese/Nickel; President, Minerals Exploration; VP Strategy & DevelopmentThrough 2020Led Americas portfolio including Chile copper mines, South America JVs, Canadian potash project; global copper exploration oversight

External Roles

OrganizationRoleTenureNotes
Franco-Nevada CorporationDirectorCurrentPublic royalty/streaming company director
Jetti ResourcesChairmanCurrentTechnology company in copper leaching
Appian Capital AdvisorySenior AdvisorCurrentPrivate mining investment advisor

Board Governance

  • Committee assignments: Member, Technical, Safety & Sustainability (TSS) Committee; Board committees comprise entirely independent directors.
  • Attendance and engagement: 27/28 Board meetings; 8/9 TSS; overall 95% in 2024 amid 28 total Board meetings driven by the Çöpler incident, indicating high engagement.
  • Independence status: Determined independent; all Board committees are fully independent.
  • Skills: Corporate finance & capital allocation; risk management; M&A; mining operations; EHS&S; human capital management.
  • Board size/tenure context: Nine directors; average tenure ~4.3 years; recent refresh added Malchuk in Jan-2024 to bolster hard rock mining experience.

Fixed Compensation

ComponentAmountNotes
Annual cash retainer (non-exec director)$100,000Standard director cash retainer
Committee chair fees$25,000 (Audit/TSS); $20,000 (Compensation); $15,000 (Other)Malchuk is not a chair; no chair fees in 2024
Lead Independent Director cash premium$35,000Not applicable to Malchuk
2024 Fees earned (Malchuk)$100,000Reported in Director Compensation table

Performance Compensation

ComponentGrantNumber/ValueVesting/TermsPerformance Metrics
Deferred Share Units (DSUs) – annual equity retainerQuarterly 2024 grants$110,000 grant date fair valueDSUs paid in cash upon retirement; dividend equivalents accrue; directors may elect cash retainer in DSUsNone; DSUs track share price; no options or PSUs for directors
  • DSU Plan: Paid in cash at retirement; dividend equivalents on declared dividends; directors can elect to receive cash retainer in DSUs; no cash election for equity retainer.
  • Anti-hedging: Directors prohibited from hedging/derivative transactions in company securities.

Other Directorships & Interlocks

CompanyTypePotential Interlock/Conflict Check
Franco-Nevada CorporationPublicNo related-party transactions disclosed by SSR Mining; Board reviews conflicts; Audit Committee oversight of related parties.
Jetti ResourcesPrivateNo related-party transactions disclosed.
Appian Capital AdvisoryPrivateNo related-party transactions disclosed.

Expertise & Qualifications

  • 30+ years strategic, operational, and financial leadership in mining; oversight of large multi-jurisdictional portfolios and capital projects.
  • Skills include: corporate finance/capital allocation, risk management, M&A, mining operations, EHS&S, human capital management.
  • Education: Civil Industrial Engineer (Universidad de Chile), MBA (UCLA Anderson).

Equity Ownership

MeasureValueSource/Date
Common shares beneficially owned0March 10, 2025 beneficial ownership table
DSUs held (12/31/2024)19,838Director DSU holdings
Ownership as % of shares outstanding0.000%202,537,757 shares outstanding
Director ownership guideline3x cash retainer ($300,000)Non-exec director share ownership guidelines
Market value of Shares + DSUs (12/31/2024)$138,072 (at $6.96/share)Ownership table and pricing assumption
Guideline compliance statusHas until January 8, 2029 to meet guidelineTime to compliance for Malchuk

Governance Assessment

  • Board effectiveness: Strong attendance (95%) and active participation on TSS during crisis year (Çöpler incident); relevant deep mining ops/EHS&S skills align with SSR’s current risk profile.

  • Independence and conflicts: Independent; Company reports no related-party transactions for directors in the most recent year; conflicts reviewed under Code of Conduct and Audit Committee oversight; anti-hedging policy in place.

  • Compensation and alignment: Standard director pay mix (cash + DSUs), no options/PSUs for directors; DSUs align to share price but are cash-settled at retirement; early tenure means low current ownership (0 shares; $138k DSU value) with guideline compliance window to 2029.

  • Attendance/engagement signals: 27/28 Board and 8/9 TSS meetings in 2024 indicate strong engagement during an operationally challenging period.

  • RED FLAGS to monitor:

    • Low current beneficial share ownership (0 shares) may limit immediate “skin-in-the-game,” albeit mitigated by DSUs and time to meet ownership guideline by 2029.
    • External roles (Franco-Nevada, Appian, Jetti) warrant ongoing monitoring for potential related-party exposure, though none disclosed in 2024 and SSR has formal related-party approval procedures.
  • Overall implication: Malchuk’s operational and EHS&S depth strengthens Board oversight—particularly on safety, technical risk, and capital allocation—while independence, attendance, and standard director pay practices support investor confidence; continued accumulation toward ownership guidelines and vigilant conflict oversight remain key watch items.