Brad Virbitsky
GRAN TIERRA ENERGYAbout Brad Virbitsky
Brad Virbitsky is an independent director of Gran Tierra Energy Inc. (GTE) appointed effective September 30, 2025. He is a Partner and Portfolio Manager at Equinox Partners Investment Management LLC, with deep global energy sector experience; education includes a BA in Philosophy with Honors from Princeton University and a Certificate in Finance from Princeton’s Bendheim Center, plus S&P valuation and oil and gas reserve analysis training with Sproule . He was appointed with no related-party transaction interests under Item 404(a), and entered into GTE’s standard indemnity agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crew Energy | Director | Not disclosed | Served on governance and audit committees; involved in process culminating in sale to Tourmaline at a 70% premium, all-stock transaction . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Equinox Partners Investment Management LLC | Partner and Portfolio Manager | Current | Firm is a significant GTE shareholder; see Ownership section . |
| Canadian Premium Sand | Director | Current | Board service currently noted by GTE . |
Board Governance
- Committee assignments: Health, Safety & Environment Committee and Reserves Committee (member), effective September 30, 2025 .
- Independence: Appointed and described as an independent director; no arrangements or family relationships; no material interest in transactions requiring Item 404(a) disclosure .
- Board practices: Independent Chair; regular executive sessions of independent directors at each Board meeting; majority of Board independent; annual self-evaluations; director stock ownership guidelines in place .
- Attendance expectations: Directors are expected to attend all Board and committee meetings; in 2024, no director fell below 75% and the Board held 9 meetings, with regular committee schedules (baseline expectation for future assessment of Virbitsky’s engagement) .
Fixed Compensation
| Component (USD) | Amount | Notes |
|---|---|---|
| Annual cash retainer – Board Chair | $64,282 | Paid in CAD, shown in USD using 1.4390 CAD/USD at Dec 31, 2024 . |
| Annual cash retainer – Board member | $38,222 | Same FX basis . |
| Audit Committee Chair | $31,272 | Same FX basis . |
| Other Committee Chairs | $20,848 | Same FX basis . |
| Committee Members | $10,424 | Same FX basis . |
| Travel fee (>3 hours) per meeting | $1,042 | Same FX basis . |
- Virbitsky will be compensated under the existing non-employee director program outlined in the 2025 proxy .
Performance Compensation
| Equity Type | Grant mechanics | Vesting | Payout/Settlement |
|---|---|---|---|
| Deferred Stock Units (DSUs) | May be elected in lieu of cash; equity portion must be in equity until guideline met | Vest immediately | Paid only upon ceasing Board service; settled in cash or shares at Board discretion . |
| Restricted Stock Units (RSUs) | Annual equity retainer (portion) | Vest and pay after 3 years | Settled per plan . |
| Stock Options | Up to 25% of equity retainer allowed | Vest immediately; expire after 5 years | Standard option settlement . |
- Performance metrics: GTE does not tie non-employee director compensation to operational/financial performance metrics; equity retainer is time/plan-based (DSUs/RSUs/options structure above) .
- Clawback and hedging: Company maintains a clawback policy and prohibits hedging and pledging of Company stock, supporting alignment and risk control .
Other Directorships & Interlocks
| Entity | Type | Interlock/Relationship | Governance Note |
|---|---|---|---|
| Equinox Partners | Significant shareholder | Equinox holds ~14.4% of GTE common stock; Virbitsky is a Partner and PM at Equinox . | |
| Equinox-related holdings (record-date snapshot) | Significant shareholder | As of Mar 6, 2025, entities affiliated with Equinox owned 3,716,114 shares (10.4%) . | |
| Canadian Premium Sand | External board | Director | Current directorship . |
| Crew Energy | Prior board | Director | Governance/audit committees; successful sale to Tourmaline . |
- Compensation Committee interlocks: None reported among current Compensation Committee members (baseline context) .
Expertise & Qualifications
- Investment and governance expertise: Over a decade advising management teams and boards on long-term corporate and financial strategies; extensive emerging markets due diligence .
- Energy sector depth: Focus on global energy with reserve analysis training (Sproule) and valuation coursework (S&P) .
- Academic credentials: Princeton BA (Philosophy) with Honors; Certificate in Finance (Bendheim Center) .
- Transaction track record: Governance/audit oversight at Crew Energy, contributing to a premium sale outcome .
Equity Ownership
| Holder | Shares/Stake | Date/Context | Notes |
|---|---|---|---|
| Equinox Partners affiliates | 3,716,114 shares (10.4%) | Record date Mar 6, 2025 (DEF 14A) | Schedule 13G/A basis . |
| Equinox Partners | ~14.4% of outstanding shares | As of Sept 30, 2025 (8-K) | Ownership level contemporaneous with Virbitsky’s appointment . |
- Personal beneficial ownership for Virbitsky in GTE: Not disclosed in available filings at appointment; standard indemnity agreement executed .
- Director stock ownership guidelines: Directors must hold 3x annual cash retainer in common shares and/or DSUs within 5 years of Board election; all incumbent non-executive directors were compliant as of 12/31/2024 (new directors assessed prospectively) .
Governance Assessment
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Strengths supporting investor confidence
- Independent appointment with explicit Item 404(a) clean slate (no related-party transaction interests); assigned to HSE and Reserves—committees central to operational safety, environmental oversight, and reserve integrity .
- Significant shareholder alignment via Equinox’s stake; prohibited hedging/pledging and established director ownership guidelines enhance long-term alignment .
- Board governance framework is robust (independent Chair, majority independence, executive sessions, annual evaluations) .
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Potential conflicts/monitoring points
- Equinox’s large ownership (~14.4%) and Virbitsky’s partnership could create perceived influence risks (e.g., capital allocation, buybacks, financing decisions). The 8-K states no material related-party transactions and no special arrangements, but ongoing monitoring of votes, committee deliberations, and any transactions involving Equinox or portfolio companies is prudent .
- Attendance/engagement: As a recent appointee, future proxies should be reviewed for his meeting attendance, committee contributions, and ownership guideline progress .
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Compensation design signals
- Director compensation is balanced across cash retainers and equity (DSUs/RSUs, limited options), with no performance-linked director pay—appropriate for board independence but limits immediate pay-for-performance features at the director level; stock ownership guidelines and anti-hedging policies mitigate this by strengthening alignment .
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Overall view
- Virbitsky brings relevant energy investment and governance experience with a track record in value-creating transactions. Independence and committee roles are appropriate; Equinox linkage is a potential perceived conflict that warrants ongoing oversight but is currently mitigated by disclosure and absence of related-party transactions as reported .