Brooke Wade
GRAN TIERRA ENERGYAbout Brooke Wade
Independent director of Gran Tierra Energy (GTE) since June 2015; age 71; based in Vancouver, BC. President of Wade Capital Corporation; previously co‑founded and led Acetex Corporation (Chairman & CEO, 1994–2005) and was founding President & CEO of Methanex Corporation; Chartered Accountant (1977) with a B.Comm, University of Calgary (1974), and Fellow of the Institute of Chartered Accountants of BC (2012) . The Board has determined he is independent under NYSE American standards; he is eligible for compensation and nominating committee service as an independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acetex Corporation | Co‑founder; Chairman & CEO | 1994–2005 | Led a publicly traded chemicals business; sold to Blackstone in July 2005 . |
| Methanex Corporation (spinout of Ocelot Industries) | Founding President & CEO | Began with 1991 spinout | Built the platform for the world’s largest methanol producer . |
| Ocelot Industries | Executive (pre‑Methanex spinout) | Not disclosed | Participated in business transitions leading to Methanex creation . |
| Independent ventures | Entrepreneur | Prior to Ocelot | Various independent business ventures pre‑Ocelot . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wade Capital Corporation | President | Current | Private investment company (private equity, O&G, real estate, industrials, energy storage) . |
| Atlas Power Technologies Inc. | Director | Current | Private company board . |
| Belkin Enterprises Ltd. | Director | Current | Private company board . |
| Big Bold Health Corporation | Director | Current | Private company board . |
| Northbridge Capital Partners | Advisory Board Member | Current | Advisory role . |
| AEA Investors (groups of funds) | Participant | Current | Networked investor role . |
| Other public company directorships | None | — | No current public company boards disclosed . |
Board Governance
- Committee leadership and memberships:
- Chair: Compensation Committee .
- Member: Nominating & Corporate Governance Committee; Reserves Committee .
- Independence: Affirmed independent; meets stricter standards for compensation committee independence .
- Attendance and engagement:
- 2024 Board meetings: 9/9; Compensation: 3/3; Nominating & Corporate Governance: 3/3; Reserves: 2/2; Overall: 100% .
- Skills matrix highlights: Energy industry executive experience; leadership; board experience; finance/capital markets; M&A; legal/governance; government/public affairs; international experience; HR/compensation; risk management; strategic planning; accounting/audit .
- Board structure: Independent non‑executive Chair; regular executive sessions of independent directors .
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Board member annual cash retainer | $38,222 | Standard board member retainer; amounts paid in CAD and converted at 1.4390 CAD/USD . |
| Compensation Committee Chair fee | $20,848 | “Other Committee Chairs” rate . |
| Nominating & Corporate Governance Committee member fee | $10,424 | Committee member rate . |
| Reserves Committee member fee | $10,424 | Committee member rate . |
| Travel fee (over three hours) | $1,042 | Per meeting; 2024 amount reported as “All Other Compensation” below . |
| Fees earned or paid in cash (column total) | $79,918 | Wade elected to take 100% of cash/committee retainers in DSUs ($79,918 DSUs; $0 cash) . |
Director compensation paid/awarded in 2024 (as reported):
| Pay Element | Amount (USD) |
|---|---|
| Fees earned or paid in cash (before DSU election) | $79,918 |
| Equity retainer – stock awards (DSUs) | $111,538 |
| Stock options | $0 |
| All other compensation (travel) | $1,042 |
| Total | $192,498 |
Policy notes:
- Directors may elect to take cash retainers in DSUs; DSUs vest immediately but settle upon departure; equity retainer must be taken in equity until ownership guideline is met; up to 25% of equity retainer may be in immediately vesting options (5‑year term) .
Performance Compensation (Director)
| Equity Instrument | Grant policy | 2024 Grant Value (USD) | Vesting/Settlement |
|---|---|---|---|
| DSUs (equity retainer) | Annual equity retainer for directors | $111,538 | Vest immediately; settle in cash or shares at departure; outstanding fully vested DSUs at 12/31/2024: 166,343 . |
| Stock options (optional, ≤25% of equity retainer) | At director election within policy | $0 (none elected in 2024) | Options vest immediately; 5‑year expiry (policy) . |
| RSUs (directors) | Permitted under policy | $0 (none held) | None of the non‑employee directors held RSUs at 12/31/2024 . |
Ownership guideline and alignment:
- Director stock ownership guideline: 3× annual cash retainer ($114,665 requirement for 2024); all directors, including Wade, met the guideline as of 12/31/2024 .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Wade .
- Compensation Committee interlocks: None; no member of the Compensation Committee has been an officer/employee; no cross‑board executive interlocks disclosed .
Expertise & Qualifications
- Chartered Accountant; former public‑company CEO (chemicals) and founding President & CEO (methanol); current private‑markets investor/operator via Wade Capital .
- Skills matrix attributes include finance/capital markets, M&A, accounting/audit, legal/governance, strategy, risk management, HR/compensation, and international exposure—supportive of his Compensation Committee chair role .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Common shares (direct and indirect) | 213,360 |
| Shares which may be acquired within 60 days (stock awards/options per company methodology) | 166,343 |
| Total beneficially owned | 379,703 |
| Percent of outstanding common stock | 1.0% |
| Note on indirect holdings | Includes 170,600 shares owned by Wade Capital Corporation, an entity owned by Mr. Wade . |
| Outstanding DSUs (fully vested) | 166,343 at 12/31/2024 |
| Insider trading/pledging policy | Hedging and pledging of company securities prohibited; limited trading windows . |
Recent insider transactions (illustrative):
| Date (2025) | Transaction | Details | Post‑trade holdings |
|---|---|---|---|
| Oct 3, 2025 | Option exercise and share acquisition | Exercised 4,798 options at $2.30 (code M); acquired 4,798 common at $4.63; no sale reported . | 224,926 common (direct) after transaction . |
Governance Assessment
- Strengths for investor confidence:
- Independent director; Compensation Committee Chair; 100% attendance across Board and committee meetings in 2024—indicates strong engagement .
- High ownership alignment: elected to take 100% of 2024 cash/committee fees in DSUs ($79,918); additional equity retainer in DSUs ($111,538); fully met stock ownership guideline .
- No current public‑company directorships (reduces interlock risk); no compensation committee interlocks; no related‑party transactions disclosed since Jan 1, 2024 .
- Company prohibits hedging/pledging; policy‑level protections (clawback) in place .
- Watch items:
- As Compensation Committee Chair, Wade oversaw a 2024 executive salary reset (e.g., CEO base salary +17% YoY to $486,449; CFO +18% YoY), requiring continued scrutiny of pay‑performance alignment amidst macro volatility . 2024 CEO actual cash bonus paid was 78% of base salary with PSU programs delivering a 1.75× performance multiplier for the 2022–2024 tranche—indicative of outcome sensitivity to TSR and FCF/strategy metrics .
- Say‑on‑pay support remained strong at ~89.48% in 2024, suggesting shareholder acceptance of the pay framework during Wade’s tenure as Compensation Chair .
Board Governance (granular details)
| Attribute | Detail |
|---|---|
| Committees | Compensation (Chair); Nominating & Corporate Governance (Member); Reserves (Member) . |
| Independence | Independent director; independent for Compensation Committee . |
| Attendance (2024) | Board 9/9; Compensation 3/3; Nominating & Corporate Governance 3/3; Reserves 2/2; Overall 100% . |
| Years on Board | Director since 2015 . |
RED FLAGS: None disclosed in 2024–2025 filings regarding related‑party transactions, low attendance, hedging/pledging, or tax gross‑ups; Compensation Committee interlocks not present .
Appendix: Director Compensation Policy Context (for benchmarking)
| Item | Amount (USD) | Notes |
|---|---|---|
| Board Chair retainer | $64,282 cash; $132,039 equity | Converted from CAD at 1.4390 . |
| Board member retainer | $38,222 cash; $111,538 equity | Converted from CAD at 1.4390 . |
| Audit Chair fee | $31,272 | Converted from CAD at 1.4390 . |
| Other Committee Chairs fee | $20,848 | Compensation Committee falls here . |
| Committee member fee | $10,424 | Per committee . |
| Travel fee (over 3 hours) | $1,042 per meeting | Paid as “All Other Compensation” . |
Citations:
Director biography and holdings; Skills matrix and independence; Attendance; Compensation Committee (Wade Chair); Nominating & Corporate Governance and Reserves committees; Director compensation policy; 2024 director pay table and DSU elections; Ownership guidelines and hedging/pledging policy; Beneficial ownership table and Wade Capital footnote; Related‑party transactions policy and disclosure (none requiring review/approval not followed); Executive base salary changes; 2024 cash bonus payouts; PSU performance multiplier results; Clawback policy; Say‑on‑pay support 2024.
Insider transactions: Oct 3, 2025 Form 4 (exercise and acquisition) .