Thomas R. Bates, Jr.

About Thomas R. Bates, Jr.

Thomas R. Bates, Jr. (age 75) is Lead Independent Director at SSR Mining, serving since 2020; he chairs the Compensation & Leadership Development Committee and sits on the Audit Committee, with 100% attendance in 2024 (Board 28/28; Audit 6/6; Compensation 7/7) . He has 50+ years in energy investing and oilfield services, including leadership roles at Schlumberger, Weatherford-Enterra, Baker Hughes, and Lime Rock Partners, and academic roles at Texas Christian University’s Ralph Lowe Energy Institute and SKEMA Business School .

Past Roles

External Roles

Board Governance

• Independence: Independent; Board determined all nominees other than Executive Chairman Rod Antal are independent; all committees are fully independent .
• Roles: Lead Independent Director; Chair, Compensation & Leadership Development Committee; Member, Audit Committee .
• Attendance: 100% overall in 2024 (BoD 28/28; Audit 6/6; Compensation 7/7) .
• Executive sessions: Independent directors meet in executive session led by the Lead Independent Director at each meeting; also in-camera session with Executive Chairman separately .
• Lead Independent Director authorities: Calls Board meetings; presides when Chair absent; sets executive session agendas; engages shareholders; reviews conflicts; recommends advisor retention; leads special committees for investigations, significant transactions, derivative actions .
• Committee composition (current): Audit (Chair Priestly; Members Bates, Mullen), Compensation (Chair Bates; Members Fish, Swager), Governance (Chair Fish; Members Krusi, Priestly), TSS (Chair Krusi; Members Booth, Malchuk, Swager) .
• Voting signal: 2024 election support for Bates: For 95.21%, Withheld 4.79% .
• Board workload context: Board met 28 times in 2024, largely driven by the Çöpler incident .

Fixed Compensation

Performance Compensation

SSR Mining does not grant performance equity to directors; performance-linked incentives apply to executives and are overseen by Bates as Compensation Committee Chair.

• 2024 STI scorecard outcomes (company metrics): | 2024 STI Goal | Metric Weight | Threshold | Target | Stretch/Upper | 2024 Performance | 2024 Payout % | |---|---:|---|---|---|---|---:| | Safety: TRIFR | 5% | 2.10 | 2.00 | 1.90 | Fatality trigger | 0.00% | | Safety: LIF CCV | 5% | 7,900 | 8,900 | 10,000 | 11,394 | 10.00% | | Environmental: Water Efficiency | 5% | 89% | +3% & 3 projects | — | 90% | 3.75% | | Sustainability Engagement | 5% | Defined schedule | Quarterly tracking & committees | Stretch achieved | Stretch | 10.00% | | Production: GEOs produced | 30% | 540k | 570k | 600–630k | 399,267 | 0.00% | | Costs: AISC/oz (IFRS) | 30% | $1,625 | $1,600 | $1,575–$1,545 | $1,873 | 0.00% | | Strategic initiatives | 20% | Board-determined | Board-determined | Up to 200% | 200% | 40.00% | | Total company STI score | 100% | — | — | — | — | 63.75% |

• LTI PSU metrics (2022 grant; 3-year period ended Mar 7, 2025): | Metric | Target | Performance | Weighted Result | |---|---|---|---| | Production (aggregate 2022–2024) | 2,090,243 GEOs | 1,729,980 GEOs | 10.541% | | ROI (target 5%) | 2022: 5% | 1.63% → 0%; 2023: 8.54% → 200%; 2024: -6.79% → 0% | 66.667% | | Relative TSR | Peer percentile bands | Percentile achieved: 0% | 0.000% | | Total PSU performance score | — | — | 25.74% |

Other Directorships & Interlocks

Expertise & Qualifications

• Corporate finance and capital allocation, M&A, risk management, human capital, financial reporting, governance, supply chain; industry knowledge across resources and energy; international experience .
• Academic governance and instruction in energy geopolitics and corporate finance; board-level leadership as Lead Independent Director .

Equity Ownership

• Estimated ownership as % of shares outstanding: 139,344 / 202,537,757 ≈ 0.069% (computed from cited values) .
• Anti-hedging: Directors prohibited from hedging or trading derivatives; no pledging disclosed .

Governance Assessment

• Strengths:

  • Robust independence and role clarity; Lead Independent Director with defined authorities and regular executive sessions enhance oversight .
  • Committee leadership: Chairs Compensation Committee; independent membership; engages external consultants; peer benchmarking; annual say-on-pay and shareholder outreach .
  • Alignment signals: DSU-based director pay; meaningful share/DSU holdings; compliance with ownership guidelines .
  • Risk controls: Clawback policy aligned to SEC rules; insider trading restrictions; anti-hedging; related-party transaction approvals via independent committees .

• Concerns and RED FLAGS:

  • Prior bankruptcy involvement: Director at Hercules Offshore when it filed for bankruptcy (Aug 2015) – potential reputational risk requiring context and monitoring of risk oversight approach. This is disclosed; not necessarily indicative of current governance issues at SSRM .
  • 2024 operational/safety outcomes: Company STI safety metric zero due to fatality; production/cost targets missed leading to lower company STI score (63.75%). As Comp Chair, Bates will be scrutinized on incentive calibration and safety-linked metrics going forward .

• Compensation oversight signals:

  • Shift in LTI metrics to include ROI (replacing AISC) to reduce overlap with STI and focus on value; disclosure enhanced after shareholder feedback – positive governance evolution .
  • Double-trigger change-of-control provisions; no stock options granted; majority of incentives at risk; retention through RSU three-year vesting – balanced risk posture .

RED FLAG: Prior directorship at a company that went bankrupt (Hercules Offshore, 2015); maintain vigilance on conflict-of-interest disclosures and risk oversight rigor .

RED FLAG: Safety fatality triggered zero TRIFR payout in 2024; continued focus on safety oversight warranted at Board and TSS Committee levels .

Notes on Director Compensation Structure

Compensation Committee Analysis

• Members: Thomas R. Bates, Jr. (Chair), Simon A. Fish, Karen Swager; all independent; no interlocks with other companies’ comp committees .
• Practices: External independent advice; peer group benchmarking; anti-hedging; clawback; annual say-on-pay; structured STI/LTI metrics with clear thresholds and caps (e.g., TSR caps when absolute TSR negative) .

Say-on-Pay & Shareholder Feedback

• 2024 outreach led to more disclosure on LTI metrics and CEO equity history; continuing annual advisory vote; Compensation Committee recommended CD&A inclusion in Proxy and 10-K .

Related Party Transactions

• Procedures: Audit Committee or disinterested directors approve related person transactions; no specific related-party transactions disclosed for Bates .

Voting & Tenure Snapshot