Independent
Tenure on this board
11.1 yrs
5 nominees · 3 ballot items.
Elect five director nominees; ratify KPMG LLP as independent auditors for 2026; and provide a non-binding advisory vote to approve the compensation of Gran Tierra’s named executive officers as disclosed in the proxy statement.
Elect the five nominees named in the proxy statement (Robert B. Hodgins, Gary S. Guidry, Alison M. Redford, Ronald W. Royal and Brooke Wade) to serve as directors until the next annual meeting.
Ratify the Audit Committee’s selection of KPMG LLP as Gran Tierra’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve, on an advisory basis, the compensation of Gran Tierra’s named executive officers as disclosed in the proxy statement.
This non-binding management proposal asks stockholders to approve the disclosure and overall compensation program for the named executive officers as described in the proxy statement. Management seeks shareholder approval to validate its pay-for-performance approach, which emphasizes equity-based incentives (approximately 80% of 2025 long-term equity value awarded as performance stock units (PSUs) and 20% as RSUs) and multi-year performance periods to align executives’ interests with long-term stockholder value. The PSU program ties payouts to three weighted metrics—50% relative Total Shareholder Return (TSR) versus a defined performance peer group, 25% financial covenant compliance and Free Cash Flow, and 25% execution of strategy—over rolling performance periods, with payout multipliers ranging from 0% to 200%. Short-term cash bonuses are tied to corporate and individual performance measures with specified weightings, and the company highlights governance and risk mitigants such as clawback provisions, multi-year vesting schedules, share ownership guidelines, and pre-approval processes for awards. The vote is advisory and non-binding, but the Board and Compensation Committee state they will consider the outcome when setting future compensation, and they note strong prior shareholder support for say-on-pay (~91.22% in 2025). Key contextual factors include the company’s focus on free cash flow generation, reserve replacement and capital execution, active use of PSUs to incentivize long-term performance, and contractual severance/change-in-control arrangements disclosed in the proxy. Approving the proposal signals endorsement of the current design and governance of executive pay; opposing may indicate shareholder concern with specific elements (e.g., metrics, quantum, or alignment) and can prompt future adjustments by the Compensation Committee. Given the plan’s emphasis on relative TSR, covenant compliance and multi-year strategic execution, the Board argues approval is consistent with aligning management incentives and stockholder interests while retaining necessary talent in a competitive E&P peer group context.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Equinox Partners Investment Management LLC | 18.05% | 6,381,471 | $57M |
| 2 | LM Asset Management Inc. | 11.44% | 4,045,420 | $36M |
| 3 | AMERICAN CENTURY COMPANIES INC | 4.55% | 1,609,150 | $14M |
| 4 | D. E. Shaw Co., Inc.Activist | 3.08% | 1,087,422 | $10M |
| 5 | TWO SIGMA INVESTMENTS, LP | 2.71% | 958,914 | $9M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 2.20% | 776,680 | $7M |
| 7 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.71% | 604,377 | $5M |
| 8 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 1.57% | 555,916 | $5M |
| 9 | Connor, Clark Lunn Investment Management Ltd. | 1.15% | 406,496 | $4M |
| 10 | UBS Group AG | 1.14% | 404,094 | $4M |
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