DEF 14A of Gran Tierra Energy Inc.
Filed Mar 17, 2026 · FY20250001193125-26-111212
Proxy Statement Table of Contents
| | Page | | EXECUTIVE COMPENSATION | 32 | | Summary Compensation Table | 42 | | 2025 Grants of Plan-Based Awards | 43 | | Outstanding Equity Awards at December 31, 2025 | 44 | | 2025 Option Exercises and Stock Vested | 45 | | Estimated Potential Payments | 47 | | PAY VS PERFORMANCE DISCLOSURE | 48 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 52 | | STOCKHOLDER PROPOSALS | 52 | | HOUSEHOLDING OF PROXY MATERIALS | 53 | | OTHER MATTERS | 53 |
Director Nominees
Director Nominees The following table provides summary information about each director nominee. See pages 10 to 14 for more information.
Director Nominees
| Director Nominee | Director Since | Age | Committees | | Robert B. Hodgins Chairman | 2015 | 74 | • Audit Committee • Compensation Committee • Nominating and Corporate Governance Committee • Health, Safety and Environment Committee • Reserves Committee | | Gary S. Guidry President and Chief Executive Officer | 2015 | 70 | | | Alison M. Redford | 2021 | 61 | • Audit Committee • Nominating and Corporate Governance Committee • Compensation Committee • Health, Safety and Environment Committee | | Ronald W. Royal | 2015 | 77 | • Audit Committee • Health, Safety & Environment Committee • Reserves Committee | | Brooke Wade | 2015 | 72 | • Audit Committee • Compensation Committee • Nominating and Corporate Governance Committee • Reserves Committee |
Director Nominees
| 2 | Gran Tierra Energy 2026 Proxy Statement |
Executive Compensation Highlights
| • | attract and retain highly capable individuals and offer competitive compensation opportunities, |
Executive Compensation Highlights
| • | In 2025, 80% of the value of equity awards granted to the Named Executive Officers (“NEOs”) consisted of performance stock units (“PSUs”) and 20% consisted of restricted stock units (“RSUs”). |
Executive Compensation Highlights
| • | The target for total compensation for each of our NEOs is approximately the 50th percentile as compared to the Company’s compensation peer group. |
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
| | ROBERT B. HODGINS Age: 74 Calgary, Alberta, Canada Director since May 2015 Director and Independent Businessman Stockholder approval rating at the 2025 Gran Tierra annual meeting: 94.7% |
NOMINEES FOR DIRECTOR
Mr. Hodgins has been a corporate director and independent businessman since November 2004. Prior thereto, Mr. Hodgins served as the Chief Financial Officer of Pengrowth Energy Trust, a Toronto Stock Exchange (TSX) and New York Stock Exchange (“NYSE”)-listed energy trust, from 2002 to 2004. From 1998 to 2002, Mr. Hodgins was Vice President and Treasurer of Canadian Pacific Limited (a TSX and NYSE-listed diversified energy, transportation and hotels company). and from 1993 to 1998 he served as Chief Financial Officer of TransCanada PipeLines Limited (a TSX and NYSE-listed energy transportation company). Mr. Hodgins also served as a non-executive, part-time position as Senior Advisor, Investment Banking at Canaccord Genuity Corp., and as a director of Enerplus Corporation, AltaGas Ltd., and MEG Energy Corp.. Mr. Hodgins received an Honours Bachelor of Arts in Business from the Richard Ivey School of Business at the University of Western Ontario and received a Chartered Professional Accountant designation and was admitted as a member of the Institute of Chartered Accountants of Ontario in 1977 and Alberta in 1991. Mr. Hodgins is a member of the Institute of Corporate Directors and of the National Association of Corporate Directors. Qualifications: With 40-plus years in the oil and gas industry as an executive and director and a strong reputation in the Canadian business community, Mr. Hodgins brings valuable industry and leadership experience to the Board. As a Chartered Professional Accountant and experienced executive in senior financial roles with several Canadian companies, Mr. Hodgins qualifies as one of Gran Tierra’s Audit Committee financial experts.
NOMINEES FOR DIRECTOR
| Year | Common Shares | DSUs | Stock Options | | 2025 | 2,000 | 157,640 | — | | 2024 | 2,000 | 138,173 | — | | Other Public Board Directorships | Committee Position(s) | | | | None | | | |
NOMINEES FOR DIRECTOR
During the past five years, Mr. Hodgins served as a Director of the following public companies: Enerplus Corporation (until May 2023), AltaGas Ltd. (until May 2025) and MEG Energy Corp. (until November 2025).
NOMINEES FOR DIRECTOR
| 10 | Gran Tierra Energy 2026 Proxy Statement |
NOMINEES FOR DIRECTOR
| | GARY S. GUIDRY Age: 70 Calgary, Alberta, Canada Director since May 2015 Non-Independent Director - President and Chief Executive Officer Stockholder approval rating at the 2025 Gran Tierra annual meeting: 97.1% |
NOMINEES FOR DIRECTOR
Mr. Guidry is a professional engineer and has more than 40 years of experience developing and maximizing assets in the international oil and gas industry. Mr. Guidry has direct experience managing large, international projects, including assets in Latin America, Africa, the Middle-East and Asia. Prior to joining Gran Tierra, Mr. Guidry was the President and Chief Executive Officer of Caracal Energy Inc., a London Stock Exchange listed oil and gas company with operations in Chad, Africa. He held that position from mid-2011 until the company was acquired by Glencore plc for $1.8 billion in mid-2014. In 2014, Mr. Guidry was awarded the Oil Council Executive of the Year award for his leadership role with Caracal. Prior to Caracal, Mr. Guidry was the President and Chief Executive Officer of Orion Oil and Gas (TSX listed), which operated in western Canada from mid-2009 until mid-2011 when it was merged. From May 2005 until December 2008, he was the President and Chief Executive Officer of Tanganyika Oil Company (TSX listed) which operated in Syria and Egypt. Prior to Tanganyika, Mr. Guidry was Chief Executive Officer of Calpine Natural Gas Trust. Mr. Guidry is an Alberta-registered Professional Engineer and a member of the Association of Professional Engineers and Geoscientists. He received a Bachelor of Science in Petroleum Engineering from Texas A&M University in 1980. Qualifications: Mr. Guidry, as Chief Executive Officer, is responsible for the operations, financial management and implementation of the Company’s strategy. Mr. Guidry’s extensive experience in the oil and gas industry and international operations developed through his experience as a senior executive at several publicly traded companies brings valuable expertise and perspective to the Board.
NOMINEES FOR DIRECTOR
| Year | Common Shares | PSUs | Stock Options | | 2025 | 476,381 | 673,366 | 141,797 | | 2024 | 476,381 | 536,166 | 257,192 |
NOMINEES FOR DIRECTOR
| Other Public Board Directorships | Committee Position(s) | | None | |
NOMINEES FOR DIRECTOR
During the past five years, Mr. Guidry served as a Director of the following public companies: PetroTal Corp (1) (until August 2022) and Africa Oil Corp. (until March 2025).
NOMINEES FOR DIRECTOR
| (1) PetroTal Corp. was formerly a related company. In November 2021 the Company sold its entire stake in PetroTal Corp.’s common shares. Mr. Guidry and Mr. Ellson were both nominated to the board of PetroTal Corp in 2017. |
NOMINEES FOR DIRECTOR
| Gran Tierra Energy 2026 Proxy Statement | 11 |
NOMINEES FOR DIRECTOR
| | ALISON M. REDFORD KC Age: 61 Calgary, Alberta, Canada Director since September 2021 Independent Director Stockholder approval rating at the 2025 Gran Tierra annual meeting: 94.6% |
NOMINEES FOR DIRECTOR
Ms. Redford serves as an advisor to national governments and ministries in emerging economies on regulatory reform to promote transparency and investor confidence. She provides independent advice on the development of regulatory regimes as they relate to climate, social and governance sustainability in emerging energy economies. Separately, Ms. Redford also serves as a strategic advisor to international public companies to assess risk and ensure regulatory compliance, particularly as it relates to Extractive Industries Transparency Initiatives and Community Benefits Agreements for affected Indigenous people. Previously, Ms. Redford served as Premier of Alberta from 2011 to 2014 and as Minister of Justice and Attorney General from 2008. She currently serves as a director on the Invest Alberta Corporation, where she advises the Government of Alberta on international investment, and as a director of Cascade Copper Corporation. She graduated from the College of Law at the University of Saskatchewan (1988) and also obtained a Master of Arts degree from the School of Oriental and African Studies at the University of London (2021). Ms. Redford was appointed King’s Counsel in 2008. Ms. Redford holds the Institute of Corporate Directors, Director designation. Qualifications: Ms. Redford brings to the Board more than 25 years of experience from most recently serving as an advisor to national governments and ministries in emerging economies on regulatory reform to promote transparency and investor confidence. As well as serving as Premier of Alberta, Minister of Justice and Attorney General to private practice as a lawyer, Ms. Redford provides significant value to the board of directors of Gran Tierra.
NOMINEES FOR DIRECTOR
| Years | Common Shares | DSUs | Stock Options | | 2025 | — | 69,920 | 9,465 | | 2024 | — | 50,376 | 9,465 | | Other Public Board Directorships | Committee Position(s) | | | | Cascade Copper Corporation | • Audit Committee • Health, Safety and Environment Committee (Chair) | | |
NOMINEES FOR DIRECTOR
During the past five years, Ms. Reford served as a Director of Golden Shield Resources (until May 2025). The Board of Directors has determined that Ms. Redford’s ability to effectively serve on the Company’s Audit Committee is not impaired by her membership on the Audit Committee of the other public board listed above.
NOMINEES FOR DIRECTOR
| 12 | Gran Tierra Energy 2026 Proxy Statement |
NOMINEES FOR DIRECTOR
| | RONALD W. ROYAL Age: 77 Abbotsford, British Columbia, Canada Director since May 2015 Independent Director Stockholder approval rating at the 2025 Gran Tierra annual meeting: 96.6% |
NOMINEES FOR DIRECTOR
Mr. Royal has been an independent businessman since April 2007. Mr. Royal has more than 35 years of experience with Imperial Oil Ltd. and ExxonMobil’s international upstream affiliates. From 2011 to 2014, he served on the board of directors of Caracal Energy Inc., and prior to 2010, several other boards of private oil companies. Prior to retiring in 2007, Mr. Royal was President and Production Manager of Esso Exploration and Production Chad Inc. and resided in N’Djamena, Chad from 2002 to 2007. In 2003, he was awarded the title Chevalier de l’Ordre National du Chad for his contribution to the economic development of Chad. Mr. Royal received a similar honour from the State of Cameroon. He currently serves as a director of Tytan African Resources. Mr. Royal received his Bachelor of Applied Science from the University of British Columbia in 1972 and completed the Executive Development Program at Cornell University in 1986. He has been a member of the Association of Professional Engineers and Geoscientists of Alberta since 1972. Qualifications: Mr. Royal brings to the Board over 35 years of experience in senior executive roles in the oil and gas industry, having previously held a variety of management positions both domestically and internationally.
NOMINEES FOR DIRECTOR
| Year | Common Shares | DSUs | Stock Options | | 2025 | — | 182,049 | 10,850 | | 2024 | — | 159,970 | 23,436 | | Other Public Board Directorships | Committee Position(s) | | | | None | | | |
NOMINEES FOR DIRECTOR
During the past five years, Mr. Royal previously served as a Director of the following public company: Valeura Energy Inc. (until July 2023).
NOMINEES FOR DIRECTOR
| Gran Tierra Energy 2026 Proxy Statement | 13 |
NOMINEES FOR DIRECTOR
| | BROOKE WADE Age: 72 Vancouver, British Columbia, Canada Director since June 2015 Independent Director Stockholder approval rating at the 2025 Gran Tierra annual meeting: 95.0% |
NOMINEES FOR DIRECTOR
Mr. Wade is the President of Wade Capital Corporation, a private investment company active in private equity, oil and gas, real estate and industrial businesses, and energy storage technology. From 1994 until 2005, Mr. Wade was the co-founder and Chairman and Chief Executive Officer of Acetex Corporation, a publicly traded chemical company specializing in acetyls, specialty polymers, and films. In July 2005, Acetex was acquired by Blackstone. Prior to founding Acetex Corporation, Mr. Wade was founding President and Chief Executive Officer of Methanex Corporation. In 1991, Ocelot Industries spun out its oil and gas assets and began a plan of growth through acquisition into what is today Methanex Corporation - the world’s largest methanol producer. Prior to joining Ocelot, he was involved in a number of independent business ventures. Mr. Wade serves on the boards of several private companies including Atlas Power Technologies Inc., Belkin Enterprises Ltd., and Big Bold Health Corporation. He is a member of the Advisory Board of Northbridge Capital Partners and is a participant of AEA Investors groups of funds. Mr. Wade earned a Bachelor of Commerce Degree from the University of Calgary in 1974 and received his Chartered Accountant designation in 1977. In 2012, Mr. Wade became a Fellow of the Institute of Chartered Accountants of British Columbia. Qualifications: Mr. Wade’s extensive executive experience provides the Board with strong leadership and decision-making capabilities. His past service on other public company boards provides Gran Tierra with public company senior executive and board member perspectives and judgment important to guiding our company.
NOMINEES FOR DIRECTOR
| Year | Common Shares | DSUs | Stock Options | | 2025 | 227,947 | 194,570 | 10,850 | | 2024 | 213,360 | 166,343 | 24,524 | | Other Public Board Directorships | Committee Position(s) | | | | None | | | |
Other Information Regarding Our Directors
Other Information Regarding Our Directors Our above-listed directors have neither been convicted in any criminal proceeding during the past ten years nor been parties to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining them from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state
Other Information Regarding Our Directors
| 14 | Gran Tierra Energy 2026 Proxy Statement |
Other Information Regarding Our Directors
securities law or commodities law. Similarly, no bankruptcy petitions have been filed by or against any business or property of any of our directors or officers, nor has any bankruptcy petition been filed against a partnership or business association in which these persons were general partners or executive officers.
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees The Nominating and Corporate Governance Committee is responsible for identifying and recruiting new candidates for nomination to the Board. The Nominating and Corporate Governance Committee considers recommendations for nominees for directorships submitted by stockholders. The Company will evaluate director nominees proposed by stockholders on the same basis as recommendations received from any other source. Please see “Stockholder Recommendations and Nominations to the Board” in this Proxy Statement for procedures to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board. In developing recommendations for the Board, the Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for directors. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of Gran Tierra and the long-term interests of stockholders. Some of the qualifications that the Nominating and Corporate Governance Committee considers include:
Considerations in Evaluating Director Nominees
| Independence (as per applicable NYSE American listing standards and applicable SEC rules and regulations) | Relevant Industry Experience | Excellence in His or Her Field |
Considerations in Evaluating Director Nominees
| Potential Conflicts of Interest and Other Commitments | Board Experience | Ethics | Diversity of Experience |
Considerations in Evaluating Director Nominees
| 18 | Gran Tierra Energy 2026 Proxy Statement |
Considerations in Evaluating Director Nominees
In conducting this assessment, the Nominating and Corporate Governance Committee considers viewpoint diversity, age, skills, and such other factors as it deems appropriate given the current needs of the Board and Gran Tierra, to maintain a balance of knowledge, experience and capability. The Nominating and Corporate Governance Committee believes that candidates should have certain minimum qualifications including:
Considerations in Evaluating Director Nominees
| • | the highest personal and professional ethics and integrity |
Considerations in Evaluating Director Nominees
| • | skills that are complementary to those of the existing Board |
Considerations in Evaluating Director Nominees
| • | financial literacy |
Considerations in Evaluating Director Nominees
| • | sound business judgment |
Considerations in Evaluating Director Nominees
| • | commitment to represent the long-term interests of Gran Tierra’s stockholders |
Considerations in Evaluating Director Nominees
To identify, recruit and evaluate qualified candidates for the Board, the Nominating and Corporate Governance Committee may use the services of professional search firms. In some cases, nominees have been individuals known to Board members or others through business or other relationships.
INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS
| Compensation Committee | | | Members: Brooke Wade (Chair), Robert B. Hodgins and Alison M. Redford | The Compensation Committee acts on behalf of the Board to review, recommend for adoption and oversee Gran Tierra’s compensation strategy, policies, plans and programs. The Compensation Committee’s responsibilities include, among other things: • Review and approve the components of compensation for the Chief Executive Officer and other executive officers • Review and approve the corporate goals and objectives relevant to the compensation for the Chief Executive Officer and other executive officers • Evaluate the performance of the Chief Executive Officer and other executive officers in light of established goals and objectives • Establish policies with respect to equity compensation arrangements • Review the risks arising from our compensation policies and practices • Review and approve the compensation and other terms of employment or service, including severance and change-in-control arrangements, of Gran Tierra’s Chief Executive Officer and the other executive officers • Oversee Gran Tierra’s equity compensation plans for employees • Evaluate and make recommendations regarding director compensation • Select compensation consultants and other advisors • Review the Executive Compensation, when required • Oversee the administration of Gran Tierra’ clawback policy The Compensation Committee operates under a written charter that was adopted by the Board and satisfies the applicable standards of the SEC and the NYSE American, TSX and LSE. A copy of the Compensation Committee Charter is available on Gran Tierra’s website at https://www.grantierra.com/sustainability/governance/. | | The Board has determined that each of the members of the Compensation Committee satisfies the requirements for compensation committee independence under the rules and regulations of the NYSE American and the SEC. The Compensation Committee held two meetings during the fiscal year ended December 31, 2025. | |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The objective of Gran Tierra’s compensation program for non-executive directors is to attract and retain directors of a quality and nature that will enhance our long-term sustainable profitability and growth. Director compensation is intended to provide an appropriate level of remuneration considering the experience, responsibilities, time commitment and accountability of their roles. The Company intends for director compensation to be competitive with our peer companies. Any director who is also an employee of the Company does not receive additional compensation for serving as a director. Non-executive director compensation is reviewed and recommended annually by the Nominating and Corporate Governance Committee to verify that it is reasonable in light of the time required from directors and aligns directors’ interests with those of our stockholders. The director compensation structure for non-executive directors as of January 1, 2025 was as follows:
DIRECTOR COMPENSATION
| | 2025 Annual Cash Retainer and Travel Fees (1) | 2025 Annual Equity Retainer (DSUs, RSUs, Stock Options) (1) | | Board Chair | $67,400 | $138,444 | | Board Member | $40,076 | $116,948 | | Audit Committee Chair | $32,789 | | | Other Committee Chairs | $21,860 | | | Committee Members | $10,930 | | | Travel Fee (over three hours) per meeting | $1,093 | |
DIRECTOR COMPENSATION
| (1) All compensation to non-employee directors is paid in Canadian dollars and converted into U.S. dollars for the purposes of the above table. The exchange rate at December 31, 2025 was used for this purpose and was one US dollar to Canadian $1.3724. |
DIRECTOR COMPENSATION
The cash retainer portion of the director’s fees can be taken in the form of cash, Restricted Stock Units (“RSUs”), Deferred Stock Units (“DSUs” and each a “DSU”) or any combination thereof, as elected by each non-employee director. The equity portion must be taken in the form of equity until the stock ownership guideline is achieved. A maximum of 25% of the equity retainer can be taken as stock options which vest immediately and expire after five years. DSUs vest immediately but are not paid out until the director ceases to be a director of Gran Tierra and RSUs vest and are paid out after three years. The number of DSUs or RSUs credited to each director is calculated by utilizing a previous year-end ten (10) day volume weighted average pricing mechanism by the fair market value of Gran Tierra’s stock on the day of determination. A travel fee is paid to each director for travel over three hours to a Board meeting. Directors’ DSU Plan The DSU plan allows directors to defer receipt of their cash fees and invest such deferred amounts in notional shares of Gran Tierra. Directors who have elected to be paid all or a portion of the annual retainer in DSUs receive their awards on January 1 of each year. The number of DSUs or RSUs credited to each director is calculated by dividing the dollar value of the portion of the director’s retainer that he or she has elected to be paid in the form of DSUs by the previous year-end ten (10) day volume weighted average pricing of Gran Tierra on the day of determination. The DSUs vest immediately but are not paid out until the director ceases to be a director of Gran Tierra. The Board has discretion to settle the DSUs in common shares or in a cash amount equal to the market value of common shares at the time of settlement. DSUs are not shares and do not carry voting rights. DSUs received by directors in lieu of cash compensation and held by them represent an at-risk investment in Gran Tierra. The value of DSUs is based on the value of the common shares of Gran Tierra, and therefore is not guaranteed.
DIRECTOR COMPENSATION
| Gran Tierra Energy 2026 Proxy Statement | 23 |
DIRECTOR COMPENSATION
Director Compensation Table The following table shows for the fiscal year ended December 31, 2025, the value of amounts paid or granted to all non-employee directors of Gran Tierra:
DIRECTOR COMPENSATION
| | Fees Earned or Paid in Cash ($) (1) | Equity Retainer | All Other Compensation ($) (3) | Total ($) | | | | Stock Awards (2) | | | | Robert B. Hodgins | 100,189 | 138,444 | 5,465 | 244,098 | | Alison M. Redford | 72,865 | 116,948 | 1,093 | 190,906 | | Ronald W. Royal | 83,795 | 116,948 | 4,372 | 205,115 | | Brooke Wade | 83,795 | 116,948 | 1,093 | 201,836 |
DIRECTOR COMPENSATION
| (1) Amounts reported in this column represent cash and committee retainers, whether received currently or deferred in DSUs. Cash fees that were deferred by an election of a director and received in the form of DSUs (Stock Awards) are reported in the table below. All compensation to non-employee directors is paid in Canadian dollars and converted into U.S. dollars for the purposes of the above table. For 2025 compensation amounts, the exchange rate at December 31, 2025 of one U.S. dollar to Canadian $1.3724 is used. |
DIRECTOR COMPENSATION
| | Cash Fees - Cash Retainer | | | | Cash ($) | Stock Awards ($DSUs) | | Robert B. Hodgins | 100,189 | — | | Alison M. Redford | 50,823 | 22,042 | | Ronald W. Royal | 43,719 | 40,076 | | Brooke Wade | — | 83,795 |
DIRECTOR COMPENSATION
| (2) Amounts in the Stock Awards column reflect the aggregate grant date fair value of DSUs computed in accordance with GAAP. The Company currently intends to settle the DSUs outstanding as of December 31, 2025 in cash, and, therefore, DSUs are accounted for as liability instruments. The amounts in this column include DSUs which were issued as a result of an election by the directors to be paid a portion of their retainer in the form of DSUs. The value ultimately realized by each director may or may not be equal to this determined value. As of December 31, 2025, each of the non-employee directors had aggregate outstanding DSUs as follows, all of which were fully vested: Mr. Hodgins – 157,640; Ms. Redford – 69,920; Mr. Royal – 182,049 and Mr. Wade – 194,570. As of December 31, 2025, none of the directors held RSUs. |
DIRECTOR COMPENSATION
| (3) Amounts reported in this column represent fees paid for travel to or from a meeting of the Board in excess of three hours per meeting. |
DIRECTOR COMPENSATION
| 24 | Gran Tierra Energy 2026 Proxy Statement |
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant When making determinations regarding executive compensation, the Compensation Committee considers advice from external advisors and third-party compensation surveys as well as the advice of Compensation Committee members and other members of the Board based on their knowledge and experience to set competitive, results driven levels of salary and other compensation. The Compensation Committee may, in its sole discretion, retain or obtain the advice of independent compensation consultants or other external advisors and is directly responsible for the appointment, compensation arrangements and oversight of the work of any such person. The retention of independent compensation consultants and scope of services provided by them are assessed on an annual basis. The Compensation Committee may select a compensation consultant only after taking into consideration all factors relevant to that person’s independence from management. We will provide appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to any independent compensation consultants or other external advisors retained by the Compensation Committee.
Risk Considerations
| • | the current significant weighting towards long-term incentive compensation, the value of which depends on the value of our shares, discourages short-term risk taking; |
Risk Considerations
| • | our annual incentive compensation program includes several different metrics, preventing NEOs from focusing on one metric at the exclusion of other important performance goals; |
Risk Considerations
| • | our compensation program is appropriately balanced such that if annual bonus targets are not achieved, base pay and long-term incentive compensation will still provide the executives with a reasonable amount of compensation; |
Risk Considerations
| • | stock options and PSUs for executives vest over three years, which discourages short-term risk taking; |
Risk Considerations
| • | stock ownership guidelines encourage a long-term perspective by our executives; and |
Risk Considerations
| • | incentive awards are decided by the Compensation Committee and recommended to the Board for approval. |
Compensation Peer Group – 2025
Compensation Peer Group – 2025 The following is our peer group for executive compensation purposes. The companies in the executive compensation peer group were selected with the assistance of our independent compensation consultant and consist of companies that are of similar size as Gran Tierra, are in the same line of business, and are listed on a major exchange in Canada or the United States. We included companies with an enterprise value of at least $0.7 billion and Working Interest production before royalties of 20,000+ BOEPD as of December 2025.
Compensation Peer Group – 2025
| Athabasca Oil Corporation | Baytex Energy Corp. | | Bonavista Energy Corporation | Frontera Energy Corporation | | Denbury Resources Inc. | Kosmos Energy Ltd. | | Civitas Resources Inc. | Matador Resources Company | | Geopark Limited | Parex Resources Inc. | | Laredo Petroleum, Inc. | Whitecap Resources Inc. | | Paramount Resources Ltd. | | | VAALCO Energy Inc. | |
Compensation Peer Group – 2025
The Company has a separate peer group for evaluating performance which is further explained on page 38.
Compensation Peer Group – 2025
| 34 | Gran Tierra Energy 2026 Proxy Statement |
Elements of Our Compensation Program
| Compensation | Fixed/Variable | Cash/Equity | Time Period | Goal | | Base Salary | Fixed | Cash | 1 year | Provide fixed level of income | | Short-term Incentive | Variable | Annual cash bonus | 1 year | Reward contribution to annual corporate and individual performance | | Long-term Incentive | Variable | PSUs RSUs | 3 years 3 years | Reward medium and long-term performance and align interests of management and stockholders |
Short Term Incentives – Cash Bonus
Short Term Incentives – Cash Bonus Our most critical compensation objective is for a significant portion of each NEO’s compensation to be tied to Company performance. Our annual cash bonus plan provides opportunities for our executives, including the NEOs, to earn annual cash bonuses tied to the successful achievement of key operational, financial and market objectives that drive our business and stockholder value. On February 24, 2026 the Compensation Committee approved the annual bonus target for each of our NEOs which were calculated as a percentage of their respective base salaries. The value of the bonus is calculated as below:
Short Term Incentives – Cash Bonus
| Bonus Payment Amount | = | Salaryx | Bonus Target %x | (Individual Weighting x Individual Rating | + | Corporate Weighting x Corporate Rating) |
Short Term Incentives – Cash Bonus
| Gran Tierra Energy 2026 Proxy Statement | 35 |
Short Term Incentives – Cash Bonus
The following bonus structure was approved by the Compensation Committee for the following executives in connection with 2025 performance, which bonus structure was unchanged from the previous year:
Short Term Incentives – Cash Bonus
| Name | Target Payout as a % of Base Salary | Corporate Performance Weighting | Individual Performance Weighting | | Gary S. Guidry | 100% | 100% | —% | | Ryan Ellson | 80% | 80% | 20% | | Sebastien Morin | 80% | 80% | 20% |
Short Term Incentives – Cash Bonus
Assessment of Individual Performance Individual performance has a significant impact on the annual cash bonus for NEOs other than the President and Chief Executive Officer and is weighted between 20% and 40% of the award with the remaining amount being driven by our performance relative to our corporate performance measures. The individual performance rating for each NEO, other than the President and Chief Executive Officer, is determined through a formal performance evaluation conducted with the President and Chief Executive Officer. The performance evaluation measures how each NEO performs against criteria directly related to their position. 2025 Corporate Performance Goals and Scores Results between the Company’s Corporate Target can be interpolated on a linear basis. The lower number results in a multiplier of 0, middle results in a multiplier of 1 and the upper threshold is a multiplier of 2.
Short Term Incentives – Cash Bonus
| Target | Unit | Corporate Target | Weighting | Score | | Operational | | | | | | WI Production | kboepd | 45 – 49 – 53 | 10% | 3% | | Capital Program Execution, includes 5% Contingency | $MM | 293 – 273 – 253 | 10% | 16% | | 1P Reserve Replacement Ration (1) | | 85 – 100 – 115 | 10% | — | | Financial | | | | | | G&A (gross, excluding bonus) | $MM | 80 – 74 – 68 | 10% | — | | Lifting Costs; 10% reduction from 2023 (2) | per BBL | 15 – 13 – 11 | 10% | 5% | | Adjusted EDITDA | $MM | 370 – 400 – 430 | 10% | — | | Maintain net debt to EBITDA of less than 1.5x | ratio | 1.5 – 1 – 0.8 | 5% | — | | Market | | | | | | Generate Free Cash Flow, Prior to 5% Capital Contingency (3) | $MM | 0 – 20 – 45 | 15% | — | | Strategic | | | | | | Successful Horizontal Well or Exploration/Appraisal Success; IP 30, greater than 300 bbls/day | 50% Success | 1 – 2 – 3 | 15% | 30% |
Short Term Incentives – Cash Bonus
| (1) 1P reserves have been calculated in compliance with NI 51-101 and COGEH and are based on the GTE McDaniel Reserves Report. See “Disclosure of Oil and Gas Information” for important information. |
Short Term Incentives – Cash Bonus
| (2) Lifting Costs include production and transportation expenses. |
Short Term Incentives – Cash Bonus
| (3) Free Cash Flow equals funds from operations less capital expenditures before exploration expense and before annual cash incentive bonuses payment. |
Short Term Incentives – Cash Bonus
| 36 | Gran Tierra Energy 2026 Proxy Statement |
Short Term Incentives – Cash Bonus
Actual Annual Cash Bonuses Earned for 2025 The following table shows the 2025 annual cash bonus awards earned by each NEO:
Short Term Incentives – Cash Bonus
| | 2025 Base Salary ($) | Target Payout as a % of Base Salary | 2025 Cash Bonus Earned ($) (1) | 2025 Actual Cash Bonus (% of Base Salary) | | Gary S. Guidry | 510,055 | 100% | 397,843 | 78% | | Ryan Ellson | 364,325 | 80% | 269,600 | 74% | | Sebastien Morin | 364,325 | 80% | 255,028 | 70% |
Short Term Incentives – Cash Bonus
| (1) Amounts reported in these columns are converted from Canadian dollars to U.S. dollars at the exchange rate of $1.3724 at December 31, 2025. Final 2025 cash bonuses were paid in mid-February 2025. |
Long-Term Equity Incentive Program
Long-Term Equity Incentive Program Our equity compensation program has been designed to incorporate equity awards that vest based on the achievement of key operational goals established by the Board of Directors as described below. Approximately 80% of the long-term equity incentive opportunity in 2025 consisted of PSUs and 20% consisted of RSUs, in each case, based on the award’s fair value at the grant date. 2025 PSUs Granted As part of our long-term incentive plan, PSUs are designed to create a link between executive compensation and increased stockholder value by rewarding NEOs for achievement against key performance metrics over a three-year period. Our goal is to further incentivize our executives to achieve the operational goals established by the Board and to increase share and net asset value for our stockholders. Each PSU entitles the holder to be issued the number of common shares designated in the performance award multiplied by a payout multiplier, with such common shares (or cash equal in value to such shares) to be issued on dates determined by the Compensation Committee, but by no later than March 10 of the year following the year in which the last performance period applicable to the award ends. The payout multiplier is determined based on the performance of the Company relative to pre-defined corporate performance measures for the period. The number of PSUs that vest may range from zero to 200% of the target number granted based on the performance multiplier earned under the terms of the award agreement. Each recipient must also remain in the continuous service of Gran Tierra from the date of grant through the date of settlement in order for the award to vest. PSUs are granted annually. The PSUs granted to our NEOs in 2025 may become fully vested at the end of the overall performance period, based upon our performance with respect to four separate performance periods as follows:
Long-Term Equity Incentive Program
| Performance Period | Percentage of Target Award Subject to Performance Period | | January 1, 2025—December 31, 2025 | 20% | | January 1, 2026—December 31, 2026 | 20% | | January 1, 2027—December 31, 2027 | 20% | | January 1, 2025—December 31, 2027 | 40% | | Total | 100% |
Long-Term Equity Incentive Program
The calculation of the performance multiplier is as follows:
Long-Term Equity Incentive Program
| • | 50% weighting: Gran Tierra’s Total Shareholder Return (“TSR”) relative to that of peer companies in our Performance Peer Group; |
Long-Term Equity Incentive Program
| • | 25% weighting: Gran Tierra’s Financial Covenant Compliance and Free Cash Flow; and |
Long-Term Equity Incentive Program
| • | 25% weighting: execution of strategy (as determined by the Board). |
Long-Term Equity Incentive Program
Total Shareholder Return. The Compensation Committee believes that the comparison of Gran Tierra’s TSR over a specified period of time to the returns of peer companies over the same period is an objective external measure of the Company’s
Long-Term Equity Incentive Program
| Gran Tierra Energy 2026 Proxy Statement | 37 |
Long-Term Equity Incentive Program
effectiveness in translating its results into stockholder returns. TSR is calculated by comparing Gran Tierra’s change in share price relative to the performance of a pre-selected peer group of companies with respect to the same measures. The framework included in the table below is used in determining our relative TSR.
Long-Term Equity Incentive Program
| Performance Level | TSR Percentile | Payout Multiplier | | Lowest | < 25% | 0 | | Middle | 25% < 50% | 1 | | Upper | 50% < 75% | 1.5 | | Maximum | >75% | 2 |
Long-Term Equity Incentive Program
The Compensation Committee approved the following total shareholder return performance peer group (the “Performance Peer Group”) for the 2025 PSUs, which is the same Performance Peer Group used for our 2024 PSUs:
Long-Term Equity Incentive Program
| Baytex Energy Corp. | Parex Resources Inc. | | Callon Petroleum Company | Tamarack Valley Energy Ltd. | | Canacol Energy Ltd. | W&T Offshore Inc. | | Crescent Energy Company | Tullow Oil plc | | Kosmos Energy Ltd. | Surge Energy Inc. | | Matador Resources Company | Panoro Energy ASA | | Frontera Energy Corporation | VAALCO Energy Inc. | | Obsidian Energy Ltd. | |
Long-Term Equity Incentive Program
If any of the peer companies undergoes a change in corporate capitalization or a corporate transaction (including, but not limited to, a going-private transaction, bankruptcy, liquidation, merger or consolidation) during the performance period, the Compensation Committee will undertake an evaluation to determine whether such peer company will be replaced. The Performance Peer Group was developed with the assistance of our independent compensation consultants to meet at least one of the following specifications: an enterprise value of at least $1 billion; Proved Reserves of 30 million BOE; WI production before royalties of 20,000+ BOEPD; production to be at least 50% oil and natural gas liquids. Enterprise value was calculated as the market value of our common stock plus the market value of debt minus cash and investments. Financial Covenant Compliance and Free Cash Flow. The Company has a number of financial covenants that it must comply with in order to maintain good standing with its lenders. The Company must also generate Free Cash Flow calculated as funds from operations less capital expenditures before exploration expense and before annual cash incentive bonuses payment. Free Cash Flow was chosen as a performance metric for our PSUs because it provides an indication of the ability of the Company to execute its exploration program and paydown its debt. Financial covenant compliance and free cash flow demonstrates the Company’s ability to increase its underlying value without risking stockholder value and diluting stockholders. The framework included in the table below is used to assess Financial Covenant Compliance and Free Cash Flow performance. Results between the performance levels are interpolated on a linear basis.
Long-Term Equity Incentive Program
| Financial Covenant Compliance | | | | Performance Level | Financial Covenant Compliance | Payout Multiplier (% of the Target Award) | | Threshold | non-compliance | 0 | | Target | compliance | 200 | | Performance Level | Free cash flow measured at end of year | Payout Multiplier (% of the Target Award) | | Threshold | less than $10mm | 0 | | Target | $20mm | 100 | | Maximum | Greater than $30mm | 200 |
Long-Term Equity Incentive Program
| 38 | Gran Tierra Energy 2026 Proxy Statement |
Long-Term Equity Incentive Program
Strategy. Execution of strategy was chosen as a performance metric for our PSUs because it provides a link to the Company’s success in meeting key milestones and achieving its strategic goals. The Strategic Goals included metrics set by the Compensation Committee relating to acquisitions, exploration discoveries, financing and exploration commitments which have been included in the Company’s annual budget and subsequently approved by the Board. The following table lists the number of PSUs awarded in 2025 at minimum, target, and maximum levels:
Long-Term Equity Incentive Program
| | Minimum # of units | Target # of units | Maximum # of units | | Gary S. Guidry | 0 | 229,508 | 459,016 | | Ryan Ellson | 0 | 143,443 | 286,886 | | Sebastien Morin | 0 | 143,443 | 286,886 |
Long-Term Equity Incentive Program
2025 Performance Results. On February 24, 2026, the Compensation Committee confirmed and approved the performance results for the portion of the 2023, 2024 and 2025 annual PSU awards that vest based on performance during the one-year performance period ended December 31, 2025 and continued employment through the end of 2025. For the performance period ended December 31, 2025, the performance results were as follows:
Long-Term Equity Incentive Program
| | 2025 Performance Factor Level | Weighting | Payout Multiplier | | TSR – Relative TSR to peers | Target | 50% | 0.50 | | Financial Covenant Compliance and Free Cash Flow | Above Target | 25% | 0.00 | | Strategy Achievement | Above Target | 25% | 0.50 | | Total Multiplier | | | 1 |
Long-Term Equity Incentive Program
The PSUs granted in February 2023 vested on December 31, 2025 and the calculation of the performance multiplier for the three-year period is as follows:
Long-Term Equity Incentive Program
| Year | Financial & Strategy Targets | Three Year TSR | Weighted Contribution | | 2023 | 1.00 | | 0.2 | | 2024 | 1.00 | | 0.2 | | 2025 | 0.50 | | 0.1 | | Three-Year | 0.83 | | 0.33 | | Three-Year TSR | | 1.0 | 0.50 | | TOTAL MULTIPLIER | | | 1.33 |
Long-Term Equity Incentive Program
Actual Total Compensation Paid to NEOs
Long-Term Equity Incentive Program
| Year | Total Target Compensation for PEO (USD) (a) | Total Compensation Actually Paid to PEO (USD) (b) | Average of Total Target Compensation for Non- PEO NEOs (USD) (c) | Average of Total Compensation Actually Paid to Non-PEO NEOs (USD) (d) | | 2025 | $3,060,000 | $2,235,000 | $1,580,000 | $1,263,000 | | 2024 | $3,060,000 | $2,312,000 | $1,461,000 | $947,000 | | 2023 | $2,405,000 | $2,913,000 | $1,312,000 | $1,599,000 |
Long-Term Equity Incentive Program
Principal Executive Officer (PEO)—Gary S. Guidry—President and Chief Executive Officer. Non-PEO NEOs—for 2025 (during which we were a smaller reporting company and therefore subject to reduced disclosure obligations regarding executive compensation) Ryan Ellson, Executive Vice President and Chief Financial Officer and Jim Evans, Executive Vice President, Corporate Services: for 2024: Ryan Ellson, Sebastien Morin, Chief Operating Officer, Jim Evans and Phillip D. Abraham, Executive Vice President, Legal and Land; for 2023 (during which we were a smaller reporting company and therefore subject to reduced disclosure obligations regarding executive compensation): Ryan Ellson and Jim Evans. All compensation is paid in Canadian dollars and converted into U.S. dollars for the purposes of the above table at the exchange rate of $1.3724 at December 31, 2025.
Long-Term Equity Incentive Program
| (a) This column represents the total target compensation of the PEO which includes: base salary, short term incentive plan and long-term incentive. |
Long-Term Equity Incentive Program
| Gran Tierra Energy 2026 Proxy Statement | 39 |
Long-Term Equity Incentive Program
| (b) This column represents the total compensation paid to the PEO in that year which includes: base salary, short term incentive plan and long-term incentive. |
Long-Term Equity Incentive Program
| (c) This column represents the average of the total target compensation of the Non-PEO NEOs which includes: base salary, short term incentive plan and long-term incentive. |
Long-Term Equity Incentive Program
| (d) This column represents the average of the total compensation paid to the Non-PEO NEOs in that year which includes: base salary, short term incentive plan and long-term incentive. |
Employment Agreements
Employment Agreements The Compensation Committee approves the terms of all NEO employment agreements. The terms of those agreements were structured to attract and retain persons key to our success, as well as to be competitive with compensation practices for executives in similar positions at companies of similar size and complexity. In assessing whether the terms of the employment agreements were competitive, the Compensation Committee received advice from our independent compensation consultant and reviewed appropriate surveys and industry benchmarking data. The employment agreements do not have a fixed term. No changes were made to any of the NEO employment agreements already in place during 2025. The terms of the NEO employment agreements provide for certain payments and benefits in connection with a termination of employment and corporate transaction. The Compensation Committee believes these payments allow management to focus their attention and energy on making objective business decisions that are in the best interests of stockholders without allowing personal considerations to affect the decision-making process. Additionally, executive officers at other companies in our industry and the general market in which we compete for executive talent commonly provide post-termination payments, and we have consistently provided this benefit to certain executives in order to remain competitive in attracting and retaining skilled professionals in our industry. In 2017, the Company’s pay practices were amended so that no new employment agreements entered into between Gran Tierra and executive officers will include any provisions that provide for excise tax gross-ups or “single” or “modified single” triggers resulting in severance payments or accelerated vesting of equity awards upon a change in control.
Equity Grant Practices
Equity Grant Practices PSUs and RSUs are typically approved at the meeting of the Compensation Committee in February and granted at the subsequent meeting of our Board, or in the case of any new employees, such later date on which such grantee commences employment with the Company. We do not time the disclosure of material nonpublic information for the purpose of affecting the value of any executive compensation awards.
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation of our NEOs for their performance during the years ended December 31, 2025, 2024 and 2023.
Summary Compensation Table
| Name and Position | Year | Salary (1) ($) | Stock Awards (2) ($) | Option Awards (3) ($) | Non-Equity Incentive Plan Compensation (4) ($) | All Other Compensation (5) ($) | Total ($) | | Gary S. Guidry President and Chief Executive Officer | 2025 | 510,055 | 2,040,221 | — | 397,843 | 138,182 | 3,086,301 | | | 2024 | 486,449 | 1,945,796 | — | 458,652 | 79,496 | 2,970,393 | | | 2023 | 453,652 | 1,234,874 | 306,465 | 489,944 | 53,255 | 2,538,190 | | Ryan Ellson Executive Vice President, Finance & Chief Financial Officer | 2025 | 364,325 | 1,275,138 | — | 269,601 | 15,465 | 1,924,529 | | | 2024 | 347,463 | 1,216,122 | — | 275,191 | 28,333 | 1,867,109 | | | 2023 | 321,337 | 843,832 | 209,416 | 299,410 | 41,203 | 1,715,198 | | Sebastien Morin Chief Operating Officer | 2025 | 364,325 | 1,275,138 | — | 255,028 | 46,585 | 1,941,076 | | | 2024 | 347,463 | 1,216,122 | — | 236,275 | 37,858 | 1,837,718 | | | 2023 | 47,110 | 748,814 | 184,233 | — | 4,159 | 984,316 |
Summary Compensation Table
| (1) All compensation is paid in Canadian dollars and converted into U.S. dollars for the purposes of the above table. 2025 compensation amounts reflect the exchange rate at December 31, 2025 of one U.S. dollar to Canadian $1.3724. |
Summary Compensation Table
| (2) Amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of RSU and PSU awards, computed in accordance with ASC 718 , disregarding estimated forfeitures. The PSU awards are subject to market conditions and have been valued based on the probable outcome of the market conditions as of the grant date. For a discussion of valuation assumptions, see Note 8—Share Capital of the Notes to Consolidated Financial Statements included under Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2025. Assuming maximum performance is achieved, the value of PSUs granted in 2025 based on the price of the Company’s shares at the date of grant would be as follows: Gary S. Guidry—$3,116,719; Ryan Ellson—$1,947,956 and Sebastien Morin—1,947,956. — |
Summary Compensation Table
| (3) Amounts reported in the “Option Awards” column represent the aggregate grant date fair value of stock options, computed in accordance with ASC 718. The value ultimately realized by the NEOs upon the actual vesting or the exercise of the stock option(s) may or may not be equal to this determined value. For a discussion of valuation assumptions, see Note 8—Share Capital of the Notes to Consolidated Financial Statements included under Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2025. |
Summary Compensation Table
| (4) Amounts reported in the “Non-equity Incentive Plan Compensation” column for each year represent the annual bonus amount earned in respect of the applicable year, irrespective of when the earned amount was actually paid. |
Summary Compensation Table
| (5) Amounts reported in the “All Other Compensation” column include matching contributions to the Employee Share Purchase Plan, parking and transportation allowances, corporate health and group term life insurance, and other perquisites, as shown in the table below. |
Summary Compensation Table
| Name | Employee Share Purchase Plan Contribution (1) ($) | Corporate Health and Group Term Life Insurance ($) | Parking and Transportation Allowance ($) | Total ($) | | Gary S. Guidry | 51,005 | 82,035 | 5,141 | 138,181 | | Ryan Ellson | 5,313 | 5,011 | 5,141 | 15,465 | | Sebastien Morin | 36,432 | 5,011 | 5,141 | 46,584 |
Summary Compensation Table
| (1) These amounts reflect the Company’s matching contributions to the NEOs’ Employee Share Purchase Plan accounts. |
Summary Compensation Table
| 42 | Gran Tierra Energy 2026 Proxy Statement |
2025 GRANTS OF PLAN-BASED AWARDS
2025 GRANTS OF PLAN-BASED AWARDS The following table shows certain information regarding grants of plan-based awards granted to the NEOs for the fiscal year ended December 31, 2025:
2025 GRANTS OF PLAN-BASED AWARDS
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards PSUs | | | All Other Awards: RSUs (#) | Grant Date Fair Value of Stock Awards | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Gary S. Guidry | | — | 510,055 | 1,020,110 | | | | | | | | 2/26/2025 | | | | — | 229,508 | 459,016 | | 2,040,221 | | | 2/26/2025 | | | | | | | 57,377 | — | | Ryan Ellson | | — | 291,460 | 582,920 | | | | | | | | 2/26/2025 | | | | — | 143,443 | 286,886 | | 1,275,138 | | | 2/26/2025 | | | | | | | 35,861 | — | | Sebastien Morin | | — | 291,460 | 582,920 | | | | | | | | 2/26/2025 | | | | — | 143,443 | 286,886 | | 1,275,138 | | | 2/26/2025 | | | | | | | 35,861 | |
2025 GRANTS OF PLAN-BASED AWARDS
| (1) The amounts in this column reflect the aggregate grant date fair value of awards granted to NEOs in 2025 computed in accordance with ASC 718, disregarding estimated forfeitures. The value ultimately realized by each NEO upon the actual vesting of the award(s) may or may not be equal to this determined value. For a discussion of the valuation assumptions, see Note 13 — Share Capital of the Notes to Consolidated Financial Statements included under Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2025. |
2025 GRANTS OF PLAN-BASED AWARDS
| Gran Tierra Energy 2026 Proxy Statement | 43 |
2025 GRANTS OF PLAN-BASED AWARDS
COMPENSATION DISCUSSION AND ANALYSIS
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards held by each of the NEOs.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Unearned Units That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (1) | | Gary S. Guidry | 68,853 | — | 8.2 | March 1, 2026 | 190,975 (2) | 809,734 | — | — | | | 37,500 | — | 14.2 | February 24, 2027 | 120,107(3) | 509,254 | 180,161(4) | 763,883(3) | | | 35,444 | 17,721(5) | 8.6 | February 23, 2028 | 45,902(6) | 194,624 | 183,606(7) | 778,489(6) | | | | (8) | | | | | | | | Ryan Ellson | 47,049 | — | 8.2 | March 1, 2026 | 130,500(2) | 553,320 | — | — | | | 25,625 | — | 14.2 | February 24, 2027 | 75,067(3) | 318,284 | 112,601(4) | 477,428(3) | | | 24,220 | 12,109(5) | 8.6 | February 23, 2028 | 28,689(6) | 121,641 | 114,754(7) | 486,557(6) | | | | (8) | | | | | | | | Sebastien Morin | 26,750 | 13,375(9) | 6.83 | November 6, 2028 | 145,816 | 618,260 | — | — | | | | | | | 75,067(3) | 318,284 | 112,601(4) | 477,428(3) | | | | | | | 28,689(6) | 121,641 | 114,754(7) | 486,557(6) |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (1) Calculated using $4.24 which was the closing price of Gran Tierra’s common stock on the last trading day of the year, December 31, 2025. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (2) These amounts include the tranches of the PSU awards granted in February 2023 which were vested December 31, 2025 and were settled in March 15, 2026. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (3) Provided that our NEOs remain employed through the settlement date, these amounts represent the number of shares of common stock, or their cash equivalent , deliverable to each NEO with respect to the first and second tranches (representing 40% of the target amount) of the PSU award granted on February 22, 2024. These amounts represent the actual number of shares of common stock, or their cash equivalent, earned pursuant to the terms of the PSUs for the performance period from January 1, 2024 through December 31, 2026, and the period January 1, 2025 through December 31, 2027. The first tranche became earned at 50% of target and the second tranche became earned at 200% of target. The awards are enumerated in this column because while the performance element of vesting for the awards has been fulfilled, the continued service requirement for vesting has not. If the NEOs do not remain employed through the settlement date, they will forfeit the awards. As such, the awards were not fully vested as of December 31, 2025. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (4) These amounts include the tranches (representing 40% of the target amount) of the PSU award granted on February 22, 2024 the vesting of which is still subject to performance conditions. The applicable performance period for the third tranche (representing 20% of the target amount) is January 1, 2026 through December 31, 2028. The fourth tranche (representing 40% of the target amount) has a performance period which began on January 1, 2023 and will end on December 31, 2028. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (5) These options vest one-third on February 24, 2023, one-third on February 24, 2024, and one-third on February 24, 2025, in each case if the option holder is still employed by Gran Tierra on such date. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (6) Provided that our NEOs remain employed through the settlement date, these amounts represent the number of common shares, or their cash equivalent, deliverable to each NEO with respect to the first tranche (representing 20% of the target amount) of the PSU award granted on February 26, 2025. These amounts represent the actual number of common shares, or their cash equivalent, earned pursuant to the terms of the PSUs for the performance period from January 1, 2025 through December 31, 2027. The awards are enumerated in this column because while the performance element of vesting for the awards has been fulfilled, the continued service requirement for vesting has not. If the NEOs do not remain employed through the settlement date, they will forfeit the awards. As such, the awards were not fully vested as of December 31, 2025. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (7) These amounts include the tranches (representing 80% of the target amount) of the PSU award granted on February 26, 2025 the vesting of which is still subject to performance conditions. The applicable performance period for the second tranche (representing 20% of the target amount) is January 1, 2026 through December 31, 2028, and the applicable performance period for the third tranche (representing 20% of the |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| 44 | Gran Tierra Energy 2026 Proxy Statement |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
COMPENSATION DISCUSSION AND ANALYSIS
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| target amount) is January 1, 2027 through December 31, 2029. The fourth tranche (representing 40% of the target amount) has a performance period which began on January 1, 2025 and will end on December 31, 2029. The amounts above represent the maximum number of the PSUs that may vest. The actual number of PSUs that vest pursuant to the PSU award granted on February 26, 2025 will depend on our performance over the applicable performance periods and the NEOs continued employment through the date of settlement. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (8) These options vest one-third on February 23, 2024, one-third on February 23, 2025 and one-third on February 23, 2026, in each case if the option holder is still employed by Gran Tierra on such date. |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025
| (9) These options vest one-third on November 6, 2024 one-third on November 6, 2025 and one-third on November 6, 2026, in each case if the option holder is still employed by Gran Tierra on such date. |
2025 STOCK VESTED
2025 STOCK VESTED The following table presents information concerning the PSUs that vested during the fiscal year ended December 31, 2025, for the NEOs.
2025 STOCK VESTED
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Gary S. Guidry | 190,975 | 777,267 | | Ryan Ellson | 130,500 | 531,135 | | Sebastien Morin | 145,816 | 593,471 |
2025 STOCK VESTED
| (1) All PSUs that vested during 2025 were settled in cash, and accordingly no shares of common stock were issued in respect of such awards. |
2025 STOCK VESTED
| (2) The amounts in this column were calculated by multiplying the number of shares of common stock subject to the PSU that vested in 2025 by $4.07 which was the 10 day VWAP price of shares of Gran Tierra’s common stock on the last trading day of the year, December 31, 2025. |
Potential Payment Upon Termination or Change of Control
Potential Payment Upon Termination or Change of Control In the event that any of our NEOs dies, voluntarily resigns without “good reason”(as defined below), or the NEO’s employment is terminated by Gran Tierra for “cause” (as defined below), the NEO will not be entitled to receive any further compensation or benefits other than those which have accrued up to the NEO’s last day of active service. Messrs. Guidry, Ellson and Morin are entitled to severance payments in the event of an involuntary termination of employment by Gran Tierra other than for cause or a termination of employment by the NEO for good reason, as follows:
Potential Payment Upon Termination or Change of Control
| | Base Salary + Bonus Earned during 12 months preceding Termination multiplied by: | | Gary S. Guidry | 2 | | Ryan Ellson | 1.5 | | Sebastien Morin | 1.5 |
Potential Payment Upon Termination or Change of Control
| Gran Tierra Energy 2026 Proxy Statement | 45 |
Potential Payment Upon Termination or Change of Control
Under the terms of Mr. Guidry’s employment agreement, to the extent that (i) he is required to file a U.S. income tax return with the Internal Revenue Service and (ii) certain payments or benefits received or to be received by him constitute “parachute payments” within the meaning of Section 280G of the Code that will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company will pay to Mr. Guidry, no later than the time such Excise Tax is required to be paid by Mr. Guidry or withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by Mr. Guidry, plus an additional amount necessary to put him in the same after-tax position as if no Excise Tax had been imposed. In 2025, this amount would have been $2,626,008, calculated as follows:
Potential Payment Upon Termination or Change of Control
| Total termination payment | $5,050,017 | | Gross-Up of taxable income | 1,763,778 | | Total taxable income | 6,813,795 | | Canadian tax payable | (3,270,622) | | Net cash | 3,543,173 | | US Excise tax payable | (917,165) | | Net after tax | $2,626,008 |
Potential Payment Upon Termination or Change of Control
Pursuant to the employment agreements for each of Messrs. Guidry, Ellson and Morin, “cause” means any act or omission of the executive which would, at common law, permit an employer to terminate the employment of an employee without notice or payment in lieu of notice. As defined in the employment agreements for each of Messrs. Guidry, Ellson and Morin “good reason” generally means any of the following without the executive’s express written consent: (a) an adverse change in position, titles, duties or responsibilities, except in connection with the termination of employment for cause; (b) a reduction by the company of the executive’s base salary except to the extent that the annual base salaries of all other executive officers are similarly reduced or any change in the basis upon which the Executive’s annual compensation is determined or paid if the change is adverse to the executive (excluding changes to the annual bonus); (c) a change in control (as defined below) of Gran Tierra Energy Inc. or GTE Alberta Inc. occurs; or (d) any breach by the Company of any material provision of the employment agreement. The following events will generally constitute a “change in control” pursuant to the employment agreements with each of Messrs. Guidry, Ellson and Morin: (1) a disposition of all or substantially all of the assets of Gran Tierra Energy Inc. or GTE Alberta Inc.; (2) a majority of the voting securities of GTE Alberta Inc. cease to be controlled, directly or indirectly, by Gran Tierra Energy Inc.; or (3) a merger or other transaction of Gran Tierra Energy Inc. with or into another company pursuant to which any person or combination of persons thereafter holds a greater number of voting securities of the continuing company than the number of voting securities of the continuing company held by former stockholders of Gran Tierra Energy, Inc. Upon a termination of employment, each of Messrs. Guidry, Ellson and Morin forfeit any unvested RSUs and stock options.
Potential Payment Upon Termination or Change of Control
| 46 | Gran Tierra Energy 2026 Proxy Statement |
Estimated Potential Payments
Estimated Potential Payments The table below sets forth estimates of the amounts payable to each NEO in the event of an involuntary termination of employment by us without cause or by the NEO for good reason (both outside the context of or in connection with a specified corporate transaction), and in connection with a specified corporate transaction (i.e., on a “single-trigger” basis), in each case, assuming the triggering event had occurred on December 31, 2025.
Estimated Potential Payments
| | | Acceleration of Vesting | | | | Name | Cash Severance ($) | Stock Options ($) (1) | PSUs/RSUs ($) (1) | Total ($) | | Gary S. Guidry | | | | | | Termination without Cause or Resignation for Good Reason | 1,815,796 | — | — | 1,815,796 | | Change in Control | — | — | 3,416,634 | 3,416,634 | | Termination without Cause or Resignation for Good Reason following a Corporate Transaction | 1,815,796 | — | 3,416,634 | 5,232,430 | | Ryan Ellson | | | | | | Termination without Cause or Resignation for Good Reason | 950,888 | — | — | 950,888 | | Change in Control | — | — | 2,170,918 | 2,170,918 | | Termination without Cause or Resignation for Good Reason following a Corporate Transaction | 950,888 | — | 2,170,918 | 3,121,806 | | Sebastien Morin | | | | | | Termination without Cause or Resignation for Good Reason | 929,030 | — | — | 929,030 | | Change in Control | — | — | 2,219,746 | 2,219,746 | | Termination without Cause or Resignation for Good Reason following a Corporate Transaction | 929,030 | — | 2,219,746 | 3,148,776 |
Estimated Potential Payments
| (1) Unvested equity awards will accelerate and become fully vested immediately prior to a Corporate Transaction. With respect to stock options, the value is calculated as (a) the difference between $4.24, the closing price of our common stock on December 31, 2025, and the exercise price of the applicable option, multiplied by (b) the number of unvested options subject to accelerated vesting held by the applicable NEO. With respect to PSUs/RSUs, the value is calculated as (a) $4.24, the closing price of our common stock on December 31, 2025, multiplied by (b) the number of unvested PSUs/RSUs subject to accelerated vesting held by the applicable NEO, assuming a performance factor of 1 for the PSUs. |
Pay Ratio Disclosure
Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Act, we are providing the following information about the relationship of the annual total compensation of our employees (other than our Chief Executive Officer) and the annual total compensation of our Chief Executive on December 31, 2025. In determining our median employee, we prepared a list of all employees as of December 31, 2025. Consistent with SEC rules, we used reasonable estimates both in the methodology used to identify the median employee and in calculating the annual total compensation for employees other than the Chief Executive Officer. In measuring our employees’ total compensation, for employees other than the Chief Executive Officer, we used their base salary paid in 2025, their annual cash bonus paid in 2025 and grant date fair value of the equity awards they received in 2025. Total compensation for Gary S. Guidry, our Chief Executive Officer, was determined to be 3,086,301 and was approximately 37 times the median annual compensation of all Company employees excluding the Chief Executive Officer, which as of December 31, 2025 was $82,817. For purposes of this calculation, the Company had 469 employees in Canada, Colombia, and Ecuador excluding the Chief Executive Officer.
Pay Ratio Disclosure
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Pay Ratio Disclosure
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company for the five most recently completed fiscal years. For further information concerning the Company’s pay for performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis”.
Pay Ratio Disclosure
| Year | Summary Compensation Table Total for PEO (USD) (1) | Compensation Actually Paid to PEO (USD) (2) | Average Summary Compensation Table Total for Non-PEO NEOs (USD) (3) | Average Compensation Actually Paid to Non-PEO NEOs (USD) (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (USD) (7) | Adjusted EBITDA (non-GAAP) (USD) (8) | | | | | | | Total Shareholder Return (TSR) (5) | Per Group Total Shareholder Return (6) | | | | 2025 | $3,086,301 | $1,373,346 | $1,932,803 | $734,869 | $59 | $98 | $(195,049,000) | $283,656,000 | | 2024 | $2,970,393 | $2,433,793 | $1,634,344 | $1,133,130 | $128 | $99 | $3,216,000 | $366,758,000 | | 2023 | $2,538,190 | $289,830 | $1,392,398 | $279,435 | $57 | $104 | $(6,287,000) | $399,355,000 | | 2022 | $2,644,976 | $3,282,698 | $1,217,774 | $1,575,272 | $74 | $151 | $139,029,000 | $481,882,000 | | 2021 | $2,674,229 | $3,744,595 | $1,236,997 | $1,781,183 | $155 | $254 | $42,482,000 | $240,134,000 |
Pay Ratio Disclosure
| (1) The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table. |
Pay Ratio Disclosure
| (2) The dollar amounts reported represent the amount of “compensation actually paid” paid to Mr. Guidry, as computed in accordance with SEC rules, and do not reflect the total compensation actually realized or received by Mr. Guidry. In accordance with these rules, these amounts reflect the “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below for 2025. Equity values are calculated in accordance with FASB ASC Topic 718. |
Pay Ratio Disclosure
| Compensation Actually Paid to PEO | 2025 | | Summary Compensation Table Total | $3,086,301 | | Less, average value of “Stock Awards” reported in Summary Compensation Table | $(2,040,221) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | $1,216,392 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(473,281) | | Plus (less), average change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | $(415,845) | | Average Compensation Actually Paid to PEO | $1,373,346 |
Pay Ratio Disclosure
| (3) The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding our CEO, Mr. Guidry) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each of the five years are as follows: for 2025 (during which we were a smaller reporting company and therefore subject to reduced disclosure obligations regarding executive compensation) Ryan Ellson and Jim Evans; for 2024: Ryan Ellson, Sebastien Morin, Jim Evans and Phillip D. Abraham; for 2023 (during which we were a smaller reporting company and therefore subject to reduced disclosure obligations regarding executive compensation): Ryan Ellson and Jim Evans . |
Pay Ratio Disclosure
| (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO, Mr. Guidry), as computed in accordance with SEC rules. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below for 2023. Equity values are calculated in accordance with FASB ASC Topic 718. |
Pay Ratio Disclosure
| Average Compensation Actually Paid to Non-PEO NEOs | 2025 | | Summary Compensation Table Total | $1,932,803 | | Less, average value of “Stock Awards” reported in Summary Compensation Table | $(1,275,138) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | $760,249 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(469,335) | | Plus (less), average change in fair value from last day of prior fiscal year to vesting date for equity awards granted in prior years that vested in the year | $(213,710) | | Average Compensation Actually Paid to Non-PEO NEOs | $734,869 |
Pay Ratio Disclosure
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Pay Ratio Disclosure
| (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
Pay Ratio Disclosure
| (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P O&G E&P Select Index Total Return. |
Pay Ratio Disclosure
| (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Pay Ratio Disclosure
| (8) EBITDA is a key indicator of a business’s performance, profitability, value and ability to add debt. It’s a picture of the core profit of a company and provides a picture of its available cash flow. Adjusted EBITDA, as presented, is defined as EBITDA adjusted for asset impairment, goodwill impairment, non-cash lease expense, lease payments, unrealized foreign exchange gains or losses, unrealized derivative instruments gains or losses, other financial instruments gains or losses, other non-cash gains or losses, and stock-based compensation expense. Management uses this supplemental measure to analyze performance and income generated by our principal business activities prior to the consideration of how non-cash items affect that income and believes that this financial measure is a useful supplemental information for investors to analyze our performance and our financial results. A reconciliation from net income or loss to EBITDA and adjusted EBITDA is available in the Company’s Annual Report. |
Pay Ratio Disclosure
As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
Pay Ratio Disclosure
| • | 1P Reserve Replacement |
Pay Ratio Disclosure
| • | Lifting Costs |
Pay Ratio Disclosure
| • | Free Cash Flow |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Analysis of the Information Presented in the Pay versus Performance Table
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Compensation Actually Paid and TSR
Compensation Actually Paid and TSR
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
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Compensation Actually Paid and EBITDA
Compensation Actually Paid and EBITDA
Compensation Actually Paid and EBITDA
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