David Smith
GRAN TIERRA ENERGYAbout David Smith
David P. Smith, age 66, is an independent director of Gran Tierra Energy, serving since May 2015; he resides in Parry Sound, Ontario, and received 96.4% shareholder approval at the 2024 annual meeting . He is a Chartered Financial Analyst with a Business Administration degree (honors) from the University of Western Ontario (1981), and has extensive experience in investment banking, research, and management . Smith is recognized by the Board as an Audit Committee financial expert and currently chairs GTE’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Superior Plus Corp. | Chairman of the Board | Aug 2014–present | Former Audit Committee Chair (Mar 2004–Aug 2015); board leadership and governance oversight |
| Enterprise Capital Management Inc. | Managing Partner | 1997–2011 | Investment management leadership; capital markets expertise |
External Roles
| Organization | Role | Committee Positions |
|---|---|---|
| Superior Plus Corp. | Chairman | Governance & Nominating (Chair); Compensation Committee |
| Tidewater Midstream and Infrastructure Ltd. | Director | Audit Committee (Chair) |
The Board determined Smith’s service on other public company Audit Committees does not impair his effectiveness on GTE’s Audit Committee .
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Independence: Board affirmed Smith is independent; additionally independent under SEC Rule 10A and NYSE American standards for Audit and Compensation Committees; designated Audit Committee financial expert .
- Attendance: 100% attendance across Board and committees in 2024; independent directors hold executive sessions at each regular Board meeting .
2024 Attendance Detail
| Category | Meetings Attended / Held | Attendance |
|---|---|---|
| Board | 9/9 | 100% |
| Audit Committee | 4/4 | 100% |
| Compensation Committee | 3/3 | 100% |
Fixed Compensation
- Structure (as of Jan 1, 2024; CAD converted to USD at 1.4390): annual Board member cash retainer $38,222; equity retainer $111,538; Audit Committee Chair fee $31,272; other committee chair fees $20,848; committee member fee $10,424; per-meeting travel fee (over 3 hours) $1,042 .
- 2024 Actuals (USD): Fees earned in cash $163,572; Stock awards (DSUs) $27,885; Stock options grant-date fair value $6,254; All other compensation (travel) —; Total $197,711 . Cash election detail shows cash retainer taken as cash $163,582 and $0 DSUs for cash retainer election .
2024 Director Compensation Structure (USD)
| Item | Amount |
|---|---|
| Board Member Cash Retainer | $38,222 |
| Board Member Equity Retainer | $111,538 |
| Audit Committee Chair Fee | $31,272 |
| Other Committee Chair Fee | $20,848 |
| Committee Member Fee | $10,424 |
| Travel Fee (per meeting, >3 hours) | $1,042 |
2024 David P. Smith Compensation Detail (USD)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $163,572 |
| Stock Awards (DSUs) | $27,885 |
| Stock Options (grant-date fair value) | $6,254 |
| All Other Compensation (Travel) | — |
| Total | $197,711 |
2024 Cash Retainer Election Detail (USD)
| Cash Retainer Taken as Cash | Cash Retainer Taken as DSUs |
|---|---|
| $163,582 | $— |
Performance Compensation
Directors may elect to receive equity as part of retainers and have access to DSUs, RSUs, and Stock Options under the non-executive director program; these are not tied to operating performance metrics (e.g., revenue/EBITDA) for directors and serve as alignment instruments .
Equity Instruments and Terms (Directors)
| Instrument | Vesting | Settlement/Expiry | Limits/Notes |
|---|---|---|---|
| DSUs | Vest immediately | Paid at end of board service; settled in cash or shares at Board discretion | Can be taken in lieu of cash retainer; part of equity retainer until ownership guideline met |
| RSUs | Vest over 3 years | Paid out after vesting | May be used for cash/equity retainer mix |
| Stock Options | Vest immediately | 5-year expiry | Max 25% of equity retainer in options |
Other Directorships & Interlocks
| Company | Role | Committee Interlocks |
|---|---|---|
| Superior Plus Corp. | Chairman | Governance & Nominating (Chair); Compensation Committee |
| Tidewater Midstream and Infrastructure Ltd. | Director | Audit Committee (Chair) |
Board assessment: External Audit Committee service does not impair independence or effectiveness at GTE .
Expertise & Qualifications
- Capital markets and financial expertise; investment banking/research/management background .
- CFA designation; Audit Committee financial expert designation by GTE .
- Board leadership experience (Chairman at Superior Plus) and audit/compliance oversight .
Equity Ownership
- Director stock ownership guidelines: non-executive directors must hold 3× annual cash retainer ($114,665) within five years; all directors are in compliance as of Dec 31, 2024 .
- Insider trading policy prohibits hedging, short sales, options trading, and pledging/margining of Company securities .
Beneficial Ownership (as of March 6, 2025)
| Holder | Common Stock | Shares Acquirable Within 60 Days | Total Beneficial | Percent of Outstanding | Notes |
|---|---|---|---|---|---|
| David P. Smith | 67,500 | 45,438 | 112,938 | Less than 1% | Includes 22,250 shares owned by spouse |
Holdings Snapshot (Director Page Disclosure)
| Year | Common Shares | DSUs | Stock Options |
|---|---|---|---|
| 2024 | 55,500 | 45,438 | 35,174 |
| 2023 | 55,500 | 45,438 | 31,693 |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and designated financial expert; 100% attendance across Board and committees; strong capital markets and governance credentials; compliant with stock ownership guidelines; robust prohibitions on hedging/pledging; regular executive sessions of independent directors .
- Compensation alignment: Mix includes equity via DSUs/RSUs/options with immediate or multi-year vesting; options limited to 25% of equity retainer; DSUs deferred until end of service, supporting long-term alignment . 2024 compensation shows significant cash retainer (including committee chair fees) plus modest equity retainer values, consistent with policy .
- Related-party/Conflicts: Company discourages related-party transactions; Audit Committee reviews/approves any qualifying transactions; no related party transactions since Jan 1, 2024 outside approved procedures; disclosed spouse ownership included in beneficial total; Board explicitly determined external Audit Committee service does not impair effectiveness .
- RED FLAGS: None disclosed (no hedging/pledging, no related-party transactions, full attendance). Watch items: multi-board Audit Committee workload (external Audit Chair roles) warrants ongoing monitoring for time commitments, though currently assessed as non-impairing by the Board .