Rod Antal
SSR MININGAbout Rod Antal
Executive Chairman and principal executive officer (CEO-equivalent) of SSR Mining since June 2023; director since 2020; age 58; based in Denver, CO . Career spans 30+ years in mining across Placer Dome (Papua New Guinea) and ~15 years at Rio Tinto in senior roles, followed by Alacer Gold CFO (2012–2013) and CEO (2013–2020), then SSR Mining President & CEO post-merger (Sept 2020) before becoming Executive Chairman . 2024 was marked by the Çöpler heap leach incident with nine fatalities and suspended production, elevating operational and execution risk; corporate STI payout for 2024 was 63.75% despite production and AISC misses, supported by strategic milestones and ESG progress . Pay-versus-performance shows 2024 “compensation actually paid” of $2.49M and cumulative TSR of 36.33 on a $100 base (decline vs peers), alongside a 2024 net loss of $352.6M, highlighting tighter alignment through equity value changes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SSR Mining | Executive Chairman; principal executive officer | Appointed June 2023; director since 2020 | Leadership continuity, Türkiye stakeholder ties; Board asserts mitigated independence risks via Lead Independent Director and independent committees |
| SSR Mining | President & CEO; Director | Sept 2020–June 2023 | Led post-merger integration with Alacer; strategy and operations oversight |
| Alacer Gold | CEO | Aug 2013–Sept 2020 | Led operations and growth; voluntarily waived single-trigger vesting at SSR merger to align long-term |
| Alacer Gold | CFO | May 2012–Aug 2013 | Finance leadership pre-CEO promotion |
| Rio Tinto Group | Senior Management | ~15 years | Various senior roles across minerals/metals; operations and corporate experience |
| Placer Dome (PNG) | Early Career | Early career | On-site operational grounding |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Other public company boards | None | — | No current other public boards listed |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,000,000 | 1,075,000 | 1,075,000 |
| Director Fees | — (Executive Chairman does not receive director compensation) | — | — |
Performance Compensation
Short-Term Incentive (STI) Structure and 2024 Outcome
| Item | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| CEO Target Bonus (% of salary) | 115% | 115% | 115% |
| CEO Max Bonus (% of salary) | 230% | 230% | 230% |
| CEO Weighting | 100% Corporate | 100% Corporate | 100% Corporate |
| Corporate STI Payout (%) | — | — | 63.75% |
| CEO STI Score (% of target) | — | — | 63.75% |
2024 STI scorecard highlights: TRIFR zeroed due to fatality; water efficiency achieved threshold; ESG/stakeholder metrics achieved stretch; production (GE ounces) and AISC missed guidance; strategic initiatives paid at 200% .
Long-Term Incentives (LTIP) Design and Grants
| Item | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| LTIP Mix (PSUs/RSUs) | PSUs and RSUs; PSUs cliff-vest 3 years; RSUs vest 1/3 annually | Same; PSUs cliff-vest; RSUs 1/3 yearly | Allocation shifted to 50% PSUs / 50% RSUs to emphasize retention amidst 2024 challenges |
| CEO LTIP Target (% of salary) | Total 300% (PSUs 150%, RSUs 150%) | Total 300% (PSUs 150%, RSUs 150%) | Total 300% (PSUs 150%, RSUs 150%); 2024 grant at 30-day VWAP $4.36 |
| 2024 CEO Grants (units at target) | — | — | PSUs: 370,179; RSUs: 370,179; grant-date fair value $1,612,500 each |
2022 PSU results (vested Mar 7, 2025): Performance score 25.74%; Antal payout value $254,005 on 103,167 PSU grant at $9.57 30-day VWAP .
Retention Bonuses (one-time, cash)
| Executive | Amount ($) | Vest Date |
|---|---|---|
| Rod Antal | 1,612,500 | June 6, 2025 (service or termination without Cause before payment) |
Program approved Mar 6, 2024 to stabilize leadership post-Çöpler incident .
Equity Ownership & Alignment
Executive Share Ownership Guidelines and Status (12/31/2024)
| Item | Requirement | Holdings/Value |
|---|---|---|
| CEO Ownership Guideline | 5x base salary ($5,375,000) | Common Shares: 768,919; RSUs: 389,701; PSUs counted at 50%: 151,123; Total value: $10,167,623.88 at $6.96/share; Guideline met |
Beneficial Ownership (as of 3/10/2025)
| Item | Shares | % Outstanding |
|---|---|---|
| Common Shares | 798,210 | — |
| Shares Acquirable Within 60 Days | 61,696 | — |
| Total Beneficially Owned | 859,906 | 0.425% |
Outstanding Awards and Vesting Schedule (values at $6.96 close, 12/31/2024)
| Award Type | Grant Date | Unvested Units | Market Value ($) | Vesting |
|---|---|---|---|---|
| RSUs | 7-Mar-22 | 22,933 | 159,614 | Vest 3/7/2025 |
| RSUs | 7-Mar-23 | 58,286 | 405,671 | Vest 3/7/2025 and 3/7/2026 |
| RSUs | 1-Apr-24 | 308,482 | 2,147,035 | Five tranches: 4/1/2025, 10/1/2025, 4/1/2026, 10/1/2026, 4/1/2027 |
| PSUs (2022) | 7-Mar-22 | 103,167 | 718,042 | Cliff vest 3/7/2025; paid in cash |
| PSUs (2023) | 7-Mar-23 | 131,145 | 912,769 | Cliff vest 3/7/2026 |
| PSUs (2024) | 1-Apr-24 | 370,179 | 2,576,446 | Cliff vest 4/1/2027 |
Policies: Anti-hedging prohibits derivative hedging; clawback aligned to SEC rules (3-year recoupment on restatement; discretionary clawback for bad acts); double-trigger change-in-control vesting across current plans; no tax gross-ups; options not granted .
No pledging disclosures identified; DSUs for non-executive directors paid in cash at retirement; Executive Chairman receives no director equity or fees .
Employment Terms
Severance and Change-in-Control Economics (CEO)
| Scenario | Bonus ($) | Equity ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Resignation | 772,853 | — | — | 772,853 |
| Termination Without Cause / Good Reason | 2,385,353 | 2,457,414 | 3,695,706 (24 months salary + average bonus) | 8,538,473 |
| Retirement | 772,853 | — | — | 772,853 |
| Disability | 772,853 | 6,919,576 | — | 7,692,429 |
| Death | 772,853 | 6,919,576 | — | 7,692,429 |
| Termination Without Cause / Good Reason within 12 months post-CIC | 772,853 | 6,919,576 (PSUs at 100%) | 3,695,706 (24 months salary + average bonus) | 11,388,135 |
Restrictions: Indefinite confidentiality/non-disparagement; non-compete 1 year; non-solicit for greater of one year or months equal to termination pay; benefits continuation up to 24 months in certain cases .
Board Governance and Service
- Role: Executive Chairman; Board deems combined Chair-CEO-equivalent acceptable with Lead Independent Director (Thomas R. Bates, Jr.) providing robust independent oversight, executive sessions without Executive Chairman, and authority to call meetings/set agendas .
- Independence: All director nominees except Antal are independent; all committees fully independent .
- Committees: Compensation (Chair Bates); Governance (Chair Fish); Audit (Chair Priestly); Technical, Safety & Sustainability (Chair Krusi). Executive Chairman not a committee member .
- Attendance/vote: Antal attended 28/28 Board meetings in 2024 (100%); received 97.20% “For” votes in 2024 director election .
- Director compensation: Executive Chairman receives no Board retainers or DSUs .
Compensation Committee, Peer Group, and Say‑on‑Pay
- Committee composition: Independent directors (Bates, Fish, Swager) with mining/finance expertise; engages independent consultant Pay Governance (fees $64,415 post Oct 2024; transitioned from Compensation Advisory Partners) .
- Peer group: Adjusted in 2024 to align size/ops; removed Agnico Eagle, Kinross, Newcrest; added Dundee Precious Metals, Hudbay Minerals, Lundin Gold .
- Say‑on‑Pay: 2024 approval 55.81% vs prior six‑year average 95.26%; led to expanded shareholder outreach and added disclosure; ESG weighting increased to 30% in 2025 STI .
- Metric evolution: LTI metrics include production (GE ounces), ROI (target set each grant; 5% target for 2022 PSUs), and relative TSR with negative absolute TSR cap; ROI replaced AISC in LTI from 2021 awards to reduce overlap with STI .
2024 Pay Summary (CEO – Executive Chairman)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 1,000,000 | 1,075,000 | 1,075,000 |
| Share‑Based Awards ($) | 3,000,000 | 3,225,000 | 3,225,000 |
| STI (Non‑Equity Incentive) ($) | 586,500 | 959,206 | 788,109 |
| All Other Compensation ($) | 24,400 | 26,400 | 27,600 |
| Total ($) | 4,610,900 | 5,285,606 | 5,115,709 |
Performance & Track Record Indicators
| Measure | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| “Compensation Actually Paid” (CEO) ($) | 1,379,663 | 787,873 | (149,067) | 2,491,644 |
| SSRM TSR (value of $100) | 89.08 | 80.17 | 56.16 | 36.33 |
| Peer Group TSR (value of $100) | 78.62 | 68.90 | 77.54 | 94.21 |
| Net Income ($) | 425,922,000 | 210,428,000 | (120,225,000) | (352,582,000) |
| GE Ounces Produced (#) | 794,456 | 623,819 | 706,894 | 399,267 |
Risk Indicators & Red Flags
- Dual-role governance risk mitigated via Lead Independent Director, independent committees, executive sessions, and majority voting policy .
- 2024 Çöpler incident (fatalities, site shutdown, guidance suspension) materially impacted production and AISC; escalates execution risk until remediation and strategic repositioning (e.g., CC&V acquisition) fully reflected in results .
- Say‑on‑Pay at 55.81% signals investor dissatisfaction; committee responded with outreach, metric disclosure enhancements, and ESG weighting increase .
- No option grants and no tax gross‑ups reduce typical governance red flags; clawback and anti‑hedging policies in place .
- CFO transition (Alison White departure; Sparks appointed CFO) denotes leadership changes amid crisis response .
Equity Ownership & Trading Pressure Indicators
- Near-term vesting over 2025–2027 includes sizable RSU tranches and PSU cliffs; RSUs settle in shares (supply over time), PSUs in cash (no direct share issuance), creating periodic event-driven liquidity considerations .
- Beneficial ownership at ~0.425% supports alignment; no pledging disclosed; compliance with 5x salary ownership guideline .
- 2021 PSUs vested value realized $1.47M for Antal in 2024 across stock awards, indicating historical realized pay sensitivity to performance outcomes .
Board Service History and Committee Roles (Director-specific)
- SSR Mining Director since 2020; Executive Chairman since 2023; 2024 attendance 28/28 (100%); 97.20% “For” vote in 2024 .
- Not a member of standing committees; all committees independent; Lead Independent Director chairs Compensation Committee; governance structure emphasizes independent oversight of executive compensation and risk .
- Independence: Antal is the sole non-independent nominee; others independent; executive sessions held each meeting without Executive Chairman .
Compensation Structure Analysis
- Cash vs equity mix: CEO total target compensation heavily equity-weighted (300% of salary LTIP); 2024 retained 300% target but shifted to 50/50 PSUs/RSUs to emphasize retention, plus one-time retention bonus, modestly increasing near-term guaranteed elements vs historical mix .
- Options to RSUs shift: Company does not grant options; long-term incentives via RSUs (time-based) and PSUs (performance-based) .
- At-risk pay: STI capped at 2x; PSUs capped at 2x with possibility of zero; relative TSR constraints (no >100% payout if absolute TSR negative; 0% if bottom quartile) .
- Metric evolution: ROI added to LTI from 2021 awards to strengthen value orientation; ESG weighting increased to 30% for 2025 STI; production and cost metrics continue to anchor pay-for-performance .
Equity Ownership & Alignment Details
| Category | Policy/Status |
|---|---|
| Ownership Guidelines | CEO 5x salary; met as of 12/31/2024 |
| Anti-Hedging | Prohibits derivatives (puts/calls) hedging/offsetting equity declines |
| Clawback | 3-year recoupment for restatements; discretionary for bad acts |
| Change-in-Control Vesting | Double-trigger; PSUs assume 100% performance; RSUs full vest |
| Pledging | No pledging disclosure identified |
Employment Contracts & Restrictive Covenants
- Non-compete: 1 year; non-solicit: greater of one year or months equal to termination pay; confidentiality and non‑disparagement indefinite .
- Severance multiple: 24 months salary + average annual bonus (or target where applicable) for termination without cause/good reason; identical cash multiple post-CIC with full vesting .
Say‑on‑Pay & Shareholder Feedback
- 2024 approval 55.81%; prior six‑year average 95.26% .
- Engagement: Spring/Fall 2024 and Spring 2025 outreach to major holders; enhanced disclosure on LTI metrics (e.g., ROI targets) and governance topics; ESG metric weighting increase to 30% for 2025 .
Investment Implications
- Alignment: Strong share ownership (0.425% beneficial; >5x salary guideline met), performance-based PSUs with TSR/ROI constraints, robust clawback/anti-hedging; no options/tax gross‑ups—reduces governance discount .
- Near-term supply: RSU tranches through 2027 may create periodic insider share settlement overhang; PSUs settle in cash—less direct issuance pressure .
- Retention vs risk: 2024 retention bonus and RSU tilt support leadership stability amid Çöpler recovery and CC&V integration; but 2024 production/AISC misses and low say‑on‑pay elevate execution scrutiny and potential governance activism risks .
- Governance mitigants: Lead Independent Director structure, independent committees, executive sessions, and majority voting policy temper dual‑role independence concerns; continued shareholder engagement and metric transparency warranted .