Evan Hazell
GRAN TIERRA ENERGYAbout Evan Hazell
Independent director of Gran Tierra Energy (GTE) since June 2015; age 66. Background spans ~40 years in global oil and gas, starting as a petroleum engineer and later serving as managing director in investment banking at HSBC Global Investment Bank and RBC Capital Markets (1998–2011). Holds a BASc (Queen’s), MEng (University of Calgary), and MBA (University of Michigan); licensed Professional Engineer (Alberta). Current board committee roles: Chair, Health, Safety & Environment; member, Audit; member, Reserves; independence affirmed under NYSE American and Section 10A standards; 2024 shareholder approval for his election: 87.5%.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HSBC Global Investment Bank; RBC Capital Markets | Managing Director | 1998–2011 | Led investment banking engagements; capital markets/M&A expertise applicable to board oversight |
| Various oil and gas companies (early career) | Petroleum Engineer | Not disclosed | Technical foundation for reserves/HSE oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Courser Energy Ltd. | Director | Current | Energy industry governance; private company (not a disclosed public interlock) |
| Pacific Opera Victoria | Director | Current | Non-profit governance experience |
| Other public boards | None | N/A | No current public company interlocks disclosed |
Board Governance
- Independence: Board determined Hazell is independent (NYSE American), and independent for Audit Committee under Section 10A of the Exchange Act.
- Committee assignments:
- Health, Safety & Environment Committee – Chair
- Audit Committee – Member
- Reserves Committee – Member
- Attendance (2024):
- Board: 9/9; Audit: 4/4; HSE: 4/4; Reserves: 2/2; Overall: 100%
- Skills (per Board skills matrix): Energy industry executive experience; HSE; engineering; leadership; board experience; finance/capital markets; M&A; legal/governance; international experience; strategic planning; accounting/audit.
Meeting Attendance Detail
| Meeting Type | Attended / Held | Attendance % |
|---|---|---|
| Board | 9 / 9 | 100% |
| Audit Committee | 4 / 4 | 100% |
| Health, Safety & Environment Committee | 4 / 4 | 100% |
| Reserves Committee | 2 / 2 | 100% |
Fixed Compensation (Director, 2024)
| Component | Amount (USD) |
|---|---|
| Cash fees (retainers/committee) | $53,858 |
| Equity retainer (DSUs) | $137,598 |
| Stock options | $0 (no 2024 grant shown) |
| Travel fees | $1,042 |
| Total | $192,498 |
- Structure (as of Jan 1, 2024; paid in CAD, shown in USD): Board Member cash retainer $38,222; Other Committee Chair $20,848; Committee Member $10,424; travel fee $1,042 per meeting over three hours; equity retainer $111,538 (up to 25% in options). DSUs vest immediately (paid at end of service); options vest immediately and expire after five years.
Performance Compensation
| Element | Terms |
|---|---|
| Performance metrics tied to director compensation | None disclosed; non‑employee directors receive retainers (cash/DSUs/options) without performance conditions |
| DSU vesting | Immediate vesting; payout deferred until cessation of directorship |
| Option awards (director plan terms) | Up to 25% of equity retainer; options vest immediately; 5‑year expiry |
Other Directorships & Interlocks
| Company/Entity | Public? | Relationship to GTE | Notes |
|---|---|---|---|
| Courser Energy Ltd. | No (not disclosed as public) | Energy sector | No disclosed interlock with GTE suppliers/customers/competitors |
| Pacific Opera Victoria | No | Non-profit | Not a business interlock |
| Public company boards | None | N/A | No public interlocks disclosed |
Expertise & Qualifications
- 40+ years energy sector experience spanning engineering and investment banking; senior MD roles at RBC and HSBC (capital markets/M&A).
- Chair of HSE, member of Audit and Reserves — aligns technical and financial expertise with key oversight mandates.
- Education: BASc (Queen’s), MEng (Calgary), MBA (Michigan); Alberta P.Eng. license.
Equity Ownership
| Metric | Shares/Units | Notes |
|---|---|---|
| Common shares owned | 5,500 | |
| DSUs outstanding | 131,914 | |
| Stock options outstanding | 18,919 | |
| Beneficial ownership (SEC) | 137,414 total (5,500 common + 131,914 “may be acquired within 60 days”); <1% of outstanding | |
| Ownership guideline (non‑exec directors) | 3x annual cash retainer = $114,665 (USD) | |
| Guideline compliance | All directors have met requirements as of Dec 31, 2024 | |
| Hedging/pledging | Prohibited by Insider Trading Policy (short sales, options, hedging; margining/pledging) |
Governance Assessment
- Strengths:
- Independence and full attendance across Board/committee meetings; 2024 election support 87.5%.
- Chairs HSE; sits on Audit and Reserves — strong alignment to safety, environmental, financial reporting, and reserves oversight.
- Director pay skewed to equity (≈71% DSUs) — enhances alignment; meets stock ownership guideline.
- No related‑party transactions disclosed for 2024; robust Audit Committee review framework.
- Board governance practices include independent chair, majority independent directors, executive sessions, clawback policy, prohibition on speculative trading/pledging.
- Potential watch‑items:
- DSUs settled in cash at departure (Board has discretion) — alignment is via value tracking, but settlement mechanics should be monitored for any changes.
- No current public company directorships — limits external market interlocks, but reduce cross‑company information flow; net effect likely positive for conflict avoidance.
Company‑level signals: 2024 say‑on‑pay approval ~89.48% indicates generally supportive shareholder sentiment toward compensation governance.
Committee Mandate Coverage
- Audit: financial reporting integrity, internal control, risk oversight, auditor independence; Hazell member; committee meets quarterly.
- HSE: develops/oversees environmental, health, safety goals/policies; Hazell chair; met four times in 2024.
- Reserves: independent evaluator engagement and year‑end reserves approval; Hazell member.
Director Compensation Mix (2024)
| Cash vs Equity | Amount (USD) | Mix |
|---|---|---|
| Cash fees | $53,858 | 28% |
| Equity (DSUs) | $137,598 | 71% |
| Travel | $1,042 | 1% |
Related‑Party & Conflict Review
- Policy: Audit Committee reviews/approves related‑person transactions >$120,000 (Reg S‑K Item 404); none outside procedures since Jan 1, 2024; standard indemnity agreements in place.
Shareholder Support & Independence
- Independence affirmed; independent for Audit Committee under Section 10A; independent chair at Board level and regular executive sessions.
Summary
Evan Hazell is a fully independent, high‑attendance director with deep energy and finance credentials, chairing HSE and participating on Audit and Reserves. His compensation is predominantly equity via DSUs with ownership guideline compliance and hedging/pledging prohibitions, supporting alignment and risk discipline; no related‑party transactions or public interlocks disclosed — overall governance posture supports investor confidence.