Alison Redford
GRAN TIERRA ENERGYAbout Alison Redford
Alison M. Redford KC (age 60) is an independent director of Gran Tierra Energy (GTE) since September 2021, with a background as Premier of Alberta (2011–2014) and Minister of Justice and Attorney General from 2008; she holds a law degree from the University of Saskatchewan (1988), an MA from SOAS University of London (2021), was appointed King’s Counsel in 2008, and has the ICD.D director designation . She was re-elected at the 2024 annual meeting with a 94.3% shareholder approval rating, signaling investor confidence . The Board has affirmatively determined she is independent under NYSE American standards, including for Audit and Nominating & Corporate Governance committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Government of Alberta | Premier of Alberta | 2011–2014 | Led provincial government; policy and governance experience |
| Government of Alberta | Minister of Justice and Attorney General | From 2008 | Legal and regulatory leadership; justice portfolio |
| Private Practice | Lawyer | — | Legal counsel; governance perspective from private practice |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Golden Shield Resources Inc. | Director | — | Audit Committee; Health, Safety and Environment Committee (Chair) |
| Cascade Copper Corporation | Director | — | Audit Committee; Health, Safety and Environment Committee (Chair) |
The Board determined her service on audit committees of other public boards does not impair her ability to serve on GTE’s Audit Committee .
Board Governance
- Committee assignments at GTE: Audit Committee; Nominating and Corporate Governance Committee; Health, Safety and Environment Committee .
- Independence: Determined independent for Audit Committee and Nominating & Corporate Governance Committee under NYSE American and SEC standards .
- Attendance: 100% overall in 2024 (Board 9/9; Audit 4/4; HSE 4/4; Nominating 3/3) .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting .
- Board structure: Independent Board Chair; 8 of 9 nominees are independent; majority voting with resignation policy; 100% independent committee members .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit Committee | Member | 4 | 4/4 |
| Health, Safety and Environment Committee | Member | 4 | 4/4 |
| Nominating & Corporate Governance Committee | Member | 3 | 3/3 |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Board Member Annual Cash Retainer | $38,222 | Standard board member rate as of Jan 1, 2024 |
| Committee Member Fees | $31,272 | Three committees × $10,424 each |
| Fees Earned or Paid in Cash (reported) | $69,494 | Cash and committee retainers (whether received in cash or deferred into DSUs) |
| Travel Fees | $2,085 | Travel over three hours per meeting paid per policy |
All non-employee director compensation is paid in CAD and converted using the Dec 31, 2024 exchange rate (USD 1.00 = CAD 1.4390) .
Performance Compensation
| Equity Component (2024) | Amount (USD) | Terms |
|---|---|---|
| Equity Retainer (Stock Awards, primarily DSUs) | $111,538 | Directors must take the equity portion as equity until guidelines are met; DSUs vest immediately; settle upon ceasing service |
| Cash Retainer Elected in DSUs | $21,022 | Portion of cash fees taken in DSUs per election |
| Stock Options | — | No options reported granted to Ms. Redford in 2024; options, when elected, vest immediately and expire after 5 years |
| RSUs | None | Proxy states none of the directors hold RSUs |
Performance metrics tied to director compensation: Not disclosed/applicable for non-executive directors (program is retainer-based with equity alignment via DSUs/options) .
Key plan terms:
- DSU plan: DSUs vest immediately; settle in cash or shares at Board discretion upon director’s departure; not shares, no voting rights; value is at-risk linked to common share price .
- Options: Up to 25% of equity retainer can be stock options; immediate vest; 5-year expiration; valued under ASC 718 .
Other Directorships & Interlocks
| Company | Sector | Role/Committees | Potential Interlock Considerations |
|---|---|---|---|
| Golden Shield Resources Inc. | Mining/Exploration | Audit; HSE Chair | Board affirmed no impairment to GTE Audit Committee service |
| Cascade Copper Corporation | Mining/Exploration | Audit; HSE Chair | Board affirmed no impairment to GTE Audit Committee service |
- Independence affirmation: Redford is independent under NYSE American standards; independent for Audit and Nominating committees .
- Related party transactions: Company discourages related person transactions; no related party transactions since Jan 1, 2024 requiring review where procedures were not followed .
Expertise & Qualifications
- Legal and governance; Government and public affairs; Strategic planning; Leadership; Board experience; International experience; Risk management; HSE issues .
- Education: LL.B (University of Saskatchewan, 1988); MA (SOAS University of London, 2021); King’s Counsel (2008); ICD.D designation .
- Current advisory work: Advises national governments on regulatory reform and ESG-related regulatory regimes (most recently Guyana); advises public companies on regulatory compliance and risk in volatile political climates .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common Stock | 0 | As of March 6, 2025 |
| Shares Acquirable Within 60 Days | 50,376 | Includes stock options/awards eligible per SEC rules; total beneficial ownership reflects this amount |
| Total Beneficially Owned | 50,376 | Less than 1% of outstanding |
| Shares Outstanding (reference) | 35,888,773 | Basis for percentage calculation |
| Equity Detail | 2023 | 2024 |
|---|---|---|
| DSUs (outstanding) | 30,122 | 50,376 |
| Stock Options (outstanding) | 13,465 | 9,465 |
Directors must meet ownership guidelines equal to 3× annual cash retainer within five years (Non-Executive Directors: 3 × $38,222 = $114,665), and all directors met requirements as of Dec 31, 2024; hedging and pledging of Company stock are prohibited .
Governance Assessment
- Independence and committee effectiveness: Redford is independent and serves on three core committees (Audit; HSE; Nominating), with 100% attendance in 2024—supporting strong governance engagement .
- Alignment and ownership: She meets director ownership guidelines and holds a meaningful DSU position (50,376); DSUs are at-risk and align economic interests, though they are not voting shares and are intended to settle in cash, which modestly tempers voting-alignment optics .
- Compensation structure: Cash retainer plus committee member fees with significant equity retainer taken as DSUs; no RSUs used for directors; options permitted but limited to ≤25% of equity retainer and immediately vest—structure emphasizes at-risk equity alignment rather than performance metrics for directors .
- Conflicts and related-party exposure: No related party transactions noted in 2024; audit committee independence reaffirmed despite outside audit committee service; hedging/pledging prohibited—no red flags disclosed .
- Shareholder support: 94.3% approval at 2024 annual meeting indicates strong investor confidence in her directorship .
RED FLAGS to monitor
- DSUs are not voting shares and currently intended to settle in cash, which may reduce direct voting alignment despite economic exposure; continued tracking of conversion/settlement policy is prudent .
- Multiple external audit committee roles: While the Board determined no impairment, ongoing monitoring for overboarding risk is appropriate given workload across committees .