Kay Priestly
SSR MININGAbout Kay Priestly
Independent director since 2020; Chair of the Audit Committee and member of the Corporate Governance & Nominating Committee. Age 69; based in Park City, Utah. Former CEO of Turquoise Hill Resources and CFO of Rio Tinto Copper; board member of TechnipFMC plc since January 2017. Overall 2024 attendance: Board 27/28 (97%), Audit 6/6, Governance 4/4; 2024 director election support 98.26% For, 1.74% Withheld .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turquoise Hill Resources Ltd. | Chief Executive Officer | 2012–2015 | Led large-scale mining operations; public company leadership |
| Rio Tinto Copper | Chief Financial Officer | 2008–2012 | Financial reporting, capital allocation, M&A |
| Kennecott Utah Copper (Rio Tinto) | VP Finance & CFO | 2006–2008 | Mine-site finance leadership |
| Arthur Andersen | Partner; Global Managing Partner – People | 24 years (dates not specified) | Tax, consulting, M&A services to global companies |
| American Nursing Services; Entergy Corporation | Executive management roles | Not disclosed | Management experience beyond mining |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TechnipFMC plc | Director | Since Jan 2017 | Current public company board; energy sector exposure |
Board Governance
- Committee assignments: Audit Committee Chair; Corporate Governance & Nominating Committee member; both committees fully independent .
- Audit Committee financial expert designation: Kay Priestly qualifies under SEC rules; committee members Priestly, Bates, Mullen .
- Independence: Board determined Priestly is independent; all Board committees comprise independent directors .
- Attendance and engagement: Board met 28 times in 2024; Priestly attended 27/28 Board meetings, 6/6 Audit, 4/4 Governance; executive sessions are held each meeting (with and without Executive Chair) .
- Risk oversight: Audit oversees financial/regulatory compliance, ethics & compliance reporting, whistleblower procedures, and cybersecurity; Audit also reviews related-party transactions and conflicts per Code of Conduct .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer (Non-Executive Director) | $100,000 | Standard board cash retainer |
| Audit Committee Chair fee | $25,000 | Chair premium (Audit/TSS chairs) |
| Total cash paid (2024) | $125,000 | Fees earned by Priestly in 2024 |
Performance Compensation
| Component | Amount (USD) | Grant Mechanics | Performance Conditions |
|---|---|---|---|
| Annual equity retainer (DSUs) | $110,000 | Granted in four equal quarterly installments; DSUs valued using 5-day VWAP before grant; payable in cash upon retirement | None; company does not grant options to directors |
DSU Grants (Form 4 detail)
| Filing Date | Transaction Date | Award Type | DSUs Granted (#) | Post-Transaction DSUs Owned (#) | Source |
|---|---|---|---|---|---|
| 2024-01-03 | 2024-01-01 | DSU Award | 2,510 | 35,228 | |
| 2024-04-02 | 2024-04-01 | DSU Award | 6,568 | 41,796 | |
| 2024-07-02 | 2024-07-01 | DSU Award | 6,046 | 47,842 | |
| 2024-10-03 | 2024-10-01 | DSU Award | 4,635 | 52,477 | |
| 2025-01-03 | 2025-01-01 | DSU Award | 3,936 | 56,413 | |
| 2025-04-03 | 2025-04-01 | DSU Award | 2,531 | 58,944 | |
| 2025-07-02 | 2025-07-01 | DSU Award | 926 | 59,870 | |
| 2025-07-07 | 2025-07-01 | DSU Award (Amendment) | 2,217 | 61,161 | |
| 2025-10-02 | 2025-10-01 | DSU Award | 1,149 | 62,310 |
Notes: DSUs vest immediately; directors may elect to receive cash retainer in DSUs; DSUs pay out in cash at retirement and do not confer shareholder rights .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| TechnipFMC plc | Director | Not disclosed in SSRM proxy | No SSRM-related interlocks or related-party transactions disclosed |
Expertise & Qualifications
- Corporate finance & capital allocation; risk management; M&A; financial reporting; governance; government relations .
- Recognized by SSRM as Audit Committee financial expert .
- Senior executive experience across global mining operations (Rio Tinto, Turquoise Hill) and Big Four–style advisory (Arthur Andersen) .
Equity Ownership
| Item | Value | As-of Date | Source |
|---|---|---|---|
| Beneficial ownership (common shares) | 0 | March 10, 2025 | Beneficial ownership table (DSUs excluded) |
| DSUs held | 52,477 | Dec 31, 2024 | Director compensation tables |
| DSUs held | 62,310 | Oct 1, 2025 | Form 4 post-transaction position |
| Director stock ownership guideline | 3x annual cash retainer | Current policy | Non-exec director guidelines |
| Minimum value required (Kay) | $375,000 | Based on $125,000 cash retainer | Ownership guideline table |
| Market value of Shares+DSUs | $365,240 | Dec 31, 2024 (assumes $6.96/share) | Ownership guideline table |
| Compliance status | “Yes” (has time to comply) | Must comply by Sept 16, 2025 | Footnote (compliance timeline) |
Alignment policies: Anti-hedging policy prohibits derivatives; no loans to directors; no indebtedness reported .
Governance Assessment
- Strengths: Independent Audit Chair; designated audit financial expert; high attendance; robust risk oversight and whistleblower/cyber controls; no related-party transactions or indebtedness; anti-hedging policy; annual say-on-pay and shareholder outreach program .
- Compensation structure: Balanced cash ($125k) and equity DSUs ($110k) with quarterly grants; no stock options granted to directors; DSUs payable in cash at retirement, aligning incentives without encouraging excess risk .
- Ownership alignment: DSUs accumulating; marked as meeting guidelines with time to comply; as of 12/31/2024 market value was slightly below the $375k threshold, but compliance deadline is 9/16/2025 (watch for progress) .
- Risk indicators and RED FLAGS:
- Prior bankruptcy exposure: Served as director of Stone Energy when it filed for bankruptcy in Dec 2016 (contextual risk indicator, not an SSRM-related issue) .
- Ownership guideline nuance: As of 12/31/2024, market value of shares+DSUs ($365,240) trailed minimum ($375,000); flagged as “Yes” with time to comply—monitor for full compliance by deadline .
- Overall: Governance posture is solid with independence, expertise, and engagement; low conflict risk given clean related-party disclosures; continue monitoring DSU accumulation and any changes in committee roles or attendance.
Director Compensation (2024 detail)
| Name | Fees Earned (Cash) | Share-Based Awards (DSUs) | Total |
|---|---|---|---|
| Kay Priestly | $125,000 | $110,000 | $235,000 |
Insider Trades (Summary)
| Period | Type | Count | Notes |
|---|---|---|---|
| 2024–2025 | Form 4 DSU awards | 9 | Quarterly DSU grants; DSUs rose from 35,228 (Jan 2024) to 62,310 (Oct 2025) |
Related-party exposure: Company states no director/officer/insider had an interest in transactions since the most recent fiscal year; no indebtedness; no material interests in annual meeting matters .
Independence, Attendance & Engagement
| Attribute | Detail | Source |
|---|---|---|
| Independence | Independent director; all Board committees independent | |
| Attendance (2024) | Board 27/28; Audit 6/6; Governance 4/4; Overall 97% | |
| Executive sessions | Regular sessions each meeting (with and without Executive Chairman) | |
| Election support (2024) | 98.26% For; 1.74% Withheld |