Karen Swager
SSR MININGAbout Karen Swager
Independent director at SSR Mining since January 2023; age 54; currently Executive Vice President – Operations at The Mosaic Company. She is a licensed professional engineer (Florida) with a B.S. and M.S. in metallurgical engineering from Michigan Technological University and an MBA from Northwestern University’s Kellogg School of Management. Board tenure at SSRM began in 2023; she is independent under Nasdaq/TSX/ASX standards and serves on the Technical, Safety & Sustainability (TSS) and (since Dec 4, 2024) Compensation & Leadership Development Committees. 2024 shareholder support for her election: 98.63% “For.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Mosaic Company | Senior Vice President, Supply Chain; Senior Vice President, Potash; Vice President, Phosphates; management roles at multiple operations | Not disclosed | Led operations and North American supply chain; responsible for EHS organization; broad operating leadership across Mosaic’s mining/manufacturing footprint |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Mosaic Company | Executive Vice President – Operations | Current | Responsible for global mining & manufacturing operations, EHS organization, and North American supply chain |
Board Governance
- Committee assignments: Member, Technical, Safety & Sustainability (TSS); Member, Compensation & Leadership Development (appointed Dec 4, 2024). All Board committees are composed entirely of independent directors.
- Attendance: Board 28/28 (100%); TSS 9/9 (100%); Compensation 2/2 after appointment (100%).
- Independence: Board determined all nominees other than the Executive Chairman are independent (includes Swager).
- Board practices: Executive sessions at each meeting (with and without Executive Chairman); Board met 28 times in 2024, reflecting heightened oversight after the Çöpler incident. Lead Independent Director presides over independent sessions.
- 2024 say‑on‑pay outcome: 55.81% approval; Compensation Committee (of which Swager is a member) undertook enhanced shareholder engagement and disclosure changes for 2025.
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Equity (DSUs) Grant-Date Value ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 100,000 | 0 (not a chair) | 110,000 | 210,000 |
Director fee framework (policy): annual cash retainer $100,000; Lead Independent Director +$35,000; Chairs: Audit/TSS $25,000; Comp $20,000; other chairs $15,000; annual equity retainer $110,000 in DSUs. Directors may elect to take cash retainer in DSUs. Swager elected to receive $100,000 of her cash retainer in DSUs in 2024.
Performance Compensation (Director)
- Non‑executive directors do not receive performance‑based incentives or options; equity is delivered as DSUs (deferred share units) that track share price and settle in cash upon Board retirement. Anti‑hedging policy prohibits derivatives.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Swager. |
- Related-party exposure: Company discloses no related party transactions for officers/directors in the most recent year; any related person transactions are subject to Audit/Compensation Committee or disinterested Board review. No SSRM–Mosaic related-party transactions disclosed.
Expertise & Qualifications
- Core skills per SSRM skills matrix: Risk Management; Mining Operations; Environmental, Health, Safety & Sustainability; Human Capital Management; Supply Chain Management; Government Relations.
- Technical credentials: Licensed P.E. (Florida); Metallurgical engineering B.S./M.S.; MBA (Kellogg).
Equity Ownership
| Measure | Common Shares (#) | DSUs (#) | Total Units Considered for Guidelines (#) | Market Value ($) | Guideline & Status |
|---|---|---|---|---|---|
| As of Dec 31, 2024 | 0 | 51,584 | 51,584 | 359,025 (at $6.96/share) | Guideline = 3x $100k cash retainer ($300k) — Meets |
- Non‑Executive Director Share Ownership Guidelines: 3x annual cash retainer within 5 years; DSUs and shares count; all directors in compliance or have time.
- Anti‑hedging policy covers directors.
Governance Assessment
-
Positives
- Deep operating and EHS/safety expertise aligned with TSS Committee mandate; perfect attendance across Board and committees indicates high engagement.
- Independent status with roles on TSS and (since Dec 2024) Compensation Committee; part of the Committee that responded to 2024 say‑on‑pay feedback with enhanced disclosure.
- Compensation mix for directors is conservative: cash retainer plus DSUs; no stock options; anti‑hedging policy in place.
-
Watch items / potential investor perception risks
- No common shares held as of Dec 31, 2024; ownership requirement is nevertheless met via DSUs that settle in cash at retirement (equity‑linked, but not actual share ownership). Some investors may prefer direct share ownership for alignment.
- Broader Board context: 2024 say‑on‑pay result (55.81%) highlights ongoing scrutiny of compensation governance; Swager joined the Compensation Committee in December 2024 and is now directly accountable for improvements.
-
Conflicts / related‑party
- Executive role at Mosaic (fertilizer producer) is outside SSRM’s core precious metals business; Company reported no related‑party transactions in the period and has formal approval procedures for any such matters.
Appendix: Key Governance Data (for quick reference)
- Director since: 2023; Independent.
- Committees: TSS (member); Compensation & Leadership Development (member since Dec 4, 2024).
- 2024 attendance: Board 28/28; TSS 9/9; Compensation 2/2.
- 2024 director compensation: $100,000 cash retainer; $110,000 DSUs; total $210,000; elected 100% of cash retainer in DSUs.
- Ownership: 0 common shares; 51,584 DSUs; meets 3x retainer guideline ($300k).
- 2024 vote support: 98.63% For.