Michael Sparks
SSR MININGAbout Michael Sparks
Michael J. Sparks, age 43, was appointed Executive Vice President and Chief Financial Officer of SSR Mining effective March 7, 2024, after serving as Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary since September 2020; he retains responsibility for legal and compliance alongside finance, enterprise risk, and IT . He holds an MBA from UNC Kenan-Flagler, a JD from Vanderbilt, and a business management degree from Utah State; prior roles include Chief Legal Officer at Alacer Gold Corp. (2012–2020) and attorney roles at King & Spalding (Houston) and Davis Graham & Stubbs (Denver) . His incentive design tightly links pay to performance via PSUs measuring gold-equivalent production, ROI, and relative TSR; 2022 PSU results vested at a 25.74% score (production under target, ROI mixed, TSR zero), yielding a $63,494 payout for Sparks, evidencing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SSR Mining | EVP, Chief Financial Officer | Mar 2024–Present | Leads finance, enterprise risk, and IT; retains legal/compliance oversight |
| SSR Mining | EVP, Chief Legal & Administrative Officer & Corporate Secretary | Sep 2020–Mar 2024 | Led legal, compliance, public company reporting, integration, entity formation, tax structuring |
| Alacer Gold Corp. | Chief Legal Officer | 2012–2020 | Senior legal leadership within a gold producer, public company compliance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| King & Spalding LLP (Houston) | Attorney | Not disclosed | Corporate/transactional legal experience |
| Davis Graham & Stubbs LLP (Denver) | Attorney | Not disclosed | Mining/energy-focused legal practice experience |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) |
|---|---|---|
| 2024 | 600,000 | 27,600 |
| 2023 | 540,000 | 26,400 |
| 2022 | 500,000 | 24,400 |
Notes: “All Other Compensation” includes company matching contributions to 401(k)/group RRSP/SERP .
Performance Compensation
Short‑Term Incentive (STI) – 2024 (Cash)
| Item | Amount ($) |
|---|---|
| Target STI opportunity | 450,000 |
| Maximum STI opportunity | 675,000 |
| Actual STI paid | 409,500 |
STI metrics include operational/financial measures; the program employs at‑risk compensation and is aligned to company performance and individual objectives .
Long‑Term Incentive (LTIP) Design and 2024 Grants
- 2024 LTIP target opportunity as % of salary: PSUs 87.5%; RSUs 87.5%; total 175% for Sparks; allocation adjusted to 50% PSUs / 50% RSUs for 2024 given company challenges and added responsibilities .
- PSUs: cliff vest after three years; measured on gold-equivalent production, ROI, and relative TSR; redeemed in cash .
- RSUs: time-based; vest one-third annually over three years; redeemed in shares .
| Grant (2024) | Grant Date | Units (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| PSUs (payable in 2027) | 1-Apr-2024 | 120,523 | 525,000 |
| RSUs | 1-Apr-2024 | 120,523 | 525,000 |
VWAP at grant: $4.36 (30-day VWAP on Nasdaq) .
LTI Performance Results – 2022 PSU Cycle (vested Mar 7, 2025)
| Metric | Weight | Target | Actual | Result (%) | Weighted Result (%) |
|---|---|---|---|---|---|
| Production (aggregate over 3 years) | 1/3 | 2,090,243 GEOs | 1,729,980 GEOs | 3.51 | 10.541 |
| ROI | 1/3 | 5.00% | 2022: 1.63%; 2023: 8.54%; 2024: (6.79)% | 66.667 | 66.667 |
| Relative TSR | 1/3 | 25th/50th/75th percentile scale | Percentile Achieved: 0.00% | 0.000 | 0.000 |
| Total PSU Score Achieved | — | — | — | 25.74 | 25.74 |
| 2022 PSU Payout (Sparks) | # Granted | Vest Date VWAP ($/share) | Vest Date Value ($) | Performance Score (%) | Payout Value ($) |
|---|---|---|---|---|---|
| CFO (then EVP – Legal/Admin) | 25,789 | 9.57 | 246,676 | 25.74 | 63,494 |
TSR downshift rules: if absolute TSR is negative, TSR component capped at 100%; bottom quartile TSR yields 0% payout; total PSUs capped at 200% .
Equity Ownership & Alignment
Beneficial Ownership (as of March 10, 2025)
| Holder | Common Shares (#) | Other Shares Acquirable ≤60 days (#) | Total Beneficially Owned (#) | % of Class |
|---|---|---|---|---|
| Michael J. Sparks | 130,866 | 20,087 | 150,953 | 0.075% |
Shares outstanding basis: 202,537,757 .
Executive Share Ownership Guidelines (as of Dec 31, 2024)
| NEO | Base Salary ($) | Requirement ($) | Common Shares (#) | RSUs Subject to Vesting (#) | PSUs Subject to Vesting (#) | Total Value ($) | Compliant |
|---|---|---|---|---|---|---|---|
| Michael Sparks | 600,000 | 1,200,000 | 123,524 | 120,813 | 89,625 (50% counted) | 2,324,372.04 | Yes |
Anti‑hedging policy in place (derivatives prohibited) . Company does not grant options and does not provide tax gross‑ups; current awards feature double‑trigger vesting on change of control .
Outstanding Equity Awards (unvested at Dec 31, 2024)
| Award Type | Grant Date | Unvested Units (#) | Vesting Schedule |
|---|---|---|---|
| RSUs | 7-Mar-2022 | 5,736 | Cliff vest Mar 7, 2025 |
| RSUs | 7-Mar-2023 | 14,641 | Tranches vest Mar 7, 2025 and Mar 7, 2026 |
| RSUs | 1-Apr-2024 | 100,436 | Apr 1, 2025; Oct 1, 2025; Apr 1, 2026; Oct 1, 2026; Apr 1, 2027 |
| PSUs | 7-Mar-2022 | 25,789 | Cliff vest Mar 7, 2025; paid in cash |
| PSUs | 7-Mar-2023 | 32,937 | Cliff vest Mar 7, 2026; paid in cash |
| PSUs | 1-Apr-2024 | 120,523 | Cliff vest Apr 1, 2027; paid in cash |
Employment Terms
| Separation Event | Cash Severance | Bonus Treatment | Equity Treatment | Benefits |
|---|---|---|---|---|
| Resignation/Retirement | Base salary through termination | Prorated bonus for served portion | Board discretion on unvested RSUs/PSUs | Coverage ceases |
| Death/Disability | Base salary through termination | Prorated bonus | All unvested RSUs/PSUs vest; PSUs assumed at 100%; exception under legacy US disability rules | Coverage ceases |
| Termination for Cause | Base salary through termination | None | Unvested RSUs/PSUs forfeited | Coverage ceases |
| Termination without Cause or for Good Reason | Lump sum equal to 24 months’ base salary + 24 months’ average annual bonus (or 24 months’ target bonus if tenure <2 years) | Prorated bonus | RSUs/PSUs prorated for time served | Insurance benefits continue up to 24 months |
| Termination without Cause or Good Reason within 12 months post‑Change in Control (Double Trigger) | Same lump sums as above | Prorated bonus | All unvested RSUs vest; all unvested PSUs vest at 100% performance | Insurance benefits continue up to 24 months |
Company has an SEC‑compliant clawback policy covering cash and equity incentive compensation, with additional discretionary clawback for specified bad acts; anti‑hedging policy applies to NEOs . Current equity plans use double‑trigger change‑in‑control vesting; the company does not grant stock options and does not provide tax gross‑ups .
Compensation Structure & Governance Notes
- 2024 LTIP mix adjusted to 50/50 PSUs/RSUs (from typical 60/40) to reflect added responsibilities and significant company challenges—emphasizes retention and balanced risk .
- Compensation benchmarked to a mining peer group; 2024 peer changes removed Agnico Eagle, Kinross, Newcrest; added Dundee Precious Metals, Hudbay Minerals, and Lundin Gold .
- Annual say‑on‑pay advisory vote implemented; the board conducted expanded shareholder outreach after the 2024 vote; engagement campaigns contacted >50% of shares outstanding across 2024–2025 .
Investment Implications
- Alignment: Sparks’ pay design is tightly linked to production, ROI, and TSR via PSUs with cash settlement; 2022 PSU payout at 25.74% shows downward sensitivity to underperformance and negative TSR, reinforcing pay‑for‑performance discipline .
- Selling pressure: RSUs vest in shares on a defined schedule (Apr/Oct 2025–2027), creating periodic liquidity events; PSUs pay cash, reducing forced selling risk; near‑term acquirable shares of 20,087 indicate upcoming conversions within 60 days .
- Retention and protection: Double‑trigger CIC terms and 2x salary+bonus severance reduce flight risk but also create meaningful change‑in‑control economics; robust clawback and anti‑hedging policies mitigate governance risks .
- Ownership: Sparks’ direct economic stake is modest at 0.075% of shares outstanding, but he meets 2x salary ownership guidelines when counting RSUs/50% PSUs by policy; low outright ownership may temper alignment, balanced by significant at‑risk LTIP .
- Peer context: 2024 LTIP allocation shift to 50/50 PSUs/RSUs and evolving peer group suggest a pragmatic tilt toward retention amid operational challenges; monitor future PSU scorecards and STI outcomes for evidence of improving ROI and production execution .