Gary Guidry

About Gary Guidry

Gary S. Guidry, age 69, is Gran Tierra Energy’s President & CEO and a non-independent director since May 2015; he is a professional engineer with a B.S. in Petroleum Engineering from Texas A&M University (1980) and over 40 years of international oil and gas experience across Latin America, Africa, the Middle East and Asia . Under his tenure, recent pay-versus-performance data show 2024 net income of $3.2 million and Adjusted EBITDA of $366.8 million, with a five-year TSR value of $128 on an initial $100 investment versus peer group TSR of $99; in prior years, TSR and financials fluctuated with commodity cycles (see table below) . In 2024, Gran Tierra reported net cash from operating activities of $239.3 million, Adjusted EBITDA of $367 million, and continued share repurchases (6.7% of outstanding shares) amid strong reserve replacement (702% 1P; 1,249% 2P; 1,500% 3P) and safety outperformance, highlighting operational execution during Guidry’s leadership .

Past Roles

External Roles

Fixed Compensation

Notes:

• All amounts paid in CAD and converted at year-end exchange rates per proxy; 2024 conversion at CAD 1.4390 per USD .

Performance Compensation

• Annual Bonus Targets and Outcomes (CEO): | Metric | 2023 | 2024 | |---|---|---| | Target Payout (% of Salary) | 100% | 100% | | Actual Bonus ($) | $489,944 | $379,430 | | Actual Bonus (% of Salary) | 108% | 78% | | Corporate vs Individual Weighting | 100% corporate | 100% corporate |

• Corporate Performance Goals (2024) – selected metrics and scores: | Metric | Corporate Target | Weight | 2024 Score | |---|---|---:|---:| | WI Production (kboepd) | 31–33–35 | 10% | 5% | | Capital Program Execution ($MM) incl. 5% contingency | 262–242–222 | 10% | 8% | | 1P Reserve Replacement Ratio (%) | 85–100–115 | 10% | 10% | | G&A (gross, ex bonus) ($MM) | 66–60–54 | 10% | 15% | | Total Workover Costs ($MM) | 45–35–25 | 10% | 10% | | Strategic: Exploration/Appraisal success (IP30 >300 bbl/d; % success) | 2–3–4 wells (50% success) | 15% | 30% |

• Long-Term Equity Incentives (Design):

  • Mix shifted from 80% PSUs / 20% Options in 2023 to 80% PSUs / 20% RSUs in 2024, reducing option dependence and introducing time-based RSUs alongside performance awards .
  • PSU performance periods and weights (2024 awards): 20% for CY2024, 20% for CY2025, 20% for CY2026, 40% for 2024–2026; metrics: 50% Relative TSR, 25% Financial Covenant Compliance & Free Cash Flow, 25% Strategy execution .

• PSU Grants and Results: | Item | 2023 Grants | 2024 Grants | One-Year Payout Multiplier | Three-Year Payout Multiplier | |---|---:|---:|---:|---:| | PSU Target Units (Guidry) | 143,590 | 300,268 | 2023 tranche total multiplier 1.50 (TSR 0.50; Financial/FCF 0.50; Strategy 0.50) | 2021–2023 PSU 3-year multiplier 1.50 | | PSU Target Units (Ellson) | 98,120 | 187,668 | 2024 one-year multiplier 1.75 (TSR 0.75; Financial/FCF 0.50; Strategy 0.50) | 2022–2024 PSU 3-year multiplier 1.75 |

• Stock/Units Vested (2024): | Executive | PSUs Vested (units) | Value Realized ($) | |---|---:|---:| | Gary S. Guidry | 161,539 | $1,096,850 (settled in cash; 10-day VWAP $6.79) | | Ryan Ellson | 110,385 | $749,514 | | Jim Evans | 64,423 | $437,432 | | Phillip D. Abraham | 15,866 | $107,723 |

Equity Ownership & Alignment

• Beneficial Ownership and Vested/Unvested Breakdown: | Date (Record) | Common Stock | Shares Acquirable Within 60 Days | Total Beneficially Owned | % of Outstanding | |---|---:|---:|---:|---:| | Mar 6, 2024 | 415,199 | 209,249 | 624,448 | 2.0% (32,316,492 shs) | | Mar 6, 2025 | 480,839 | 141,797 | 622,636 | 1.7% (35,888,773 shs) |

• Ownership Policies:

  • Executive stock ownership guideline: CEO 3× base salary; status “Exceeds” as of Dec 31, 2024 and Dec 31, 2023 .
  • Insider Trading Policy prohibits hedging/short sales and prohibits pledging/margining company securities; trading limited to windows; clawback policy in place and compliant with NYSE Rule 303A.14/SEC 10D-1 .
  • Settlement practice: PSUs vested in 2023 and 2024 were settled in cash (reduces incremental share issuance) .

• Outstanding Equity Awards (selected option details): | Grant/Option | Vesting | Exercise Price | Expiration | |---|---|---:|---| | Options (granted Feb 24, 2022) | 1/3 per year (2023–2025) | $14.20 | Feb 24, 2027 | | Options (granted Feb 23, 2023) | 1/3 per year (2024–2026) | $8.60 | Feb 23, 2028 |

Employment Terms

• Severance/Change-in-Control Economics: | Executive | Severance Multiple (Base + prior 12 months’ bonus) | |---|---:| | Gary S. Guidry (CEO) | 2.0× | | CFO (Ellson) | 1.5× | | COO (Morin) | 1.5× | | EVP Corporate Services (Evans) | 1.0× | | EVP Legal & Land (Abraham) | 1.0× |

• Triggers and Policies:

  • “Good reason” includes adverse role change, salary reduction not applied broadly, change in control, or material breach; “cause” as per common law .
  • Change-in-control definitions include asset disposition, loss of control of subsidiary voting securities, or merger resulting in new holder majority .
  • Company amended pay practices in 2017: no new agreements include excise tax gross-ups or single/modified single triggers for severance/accelerated vesting upon change-in-control .

• Tax Gross-Up (legacy CEO protection):

  • CEO excise tax gross-up applies if required to file U.S. return and parachute payments trigger 280G/4999 tax; 2023 illustrative calculation shows a gross-up amount of $2,148,213 to neutralize excise tax impact . Governance highlights note no tax gross-ups in new executive agreements; current exception only applies to CEO for equalization with Canadian colleagues .

Board Governance

• Board Service History and Roles:

  • Director since May 2015; non-independent by virtue of employment as CEO .
  • Not a member of Board committees; participates when appropriate, with committees holding executive sessions without management .
  • 2024 shareowner support for Guidry’s election: 95.6% approval; 2023: 93.3% .

• Board Structure and Independence:

  • Independent Chair (Robert B. Hodgins); separation of Chair and CEO roles .
  • 8 of 9 directors are independent; all committees 100% independent .

• Attendance and Process: | Year | Board Meetings | Committee Attendance (aggregate) | Overall Attendance | |---|---:|---:|---| | 2023 | 10/10 | Invited participation; committees held executive sessions | 100% | | 2024 | 9/9 | Invited participation; committees held executive sessions | 100% |

• Director Compensation Context:

  • Employees (including CEO) receive no separate director compensation .
  • Non-employee director program uses cash retainers, DSUs, RSUs, and limited options; director share ownership requirement is 3× annual cash retainer; all directors compliant .

Compensation Peer Group and Say-on-Pay

• Executive Compensation Peer Group (unchanged 2023–2024 and used in 2025): Athabasca Oil; Baytex; Bonavista; Frontera; Denbury; Kosmos; Civitas; Matador; GeoPark; Parex; Laredo Petroleum; Whitecap; Paramount; VAALCO .
• Target positioning: Executive total compensation targeted at ~50th percentile of peer group .
• Say-on-Pay Outcomes: | Year | Approval % | |---|---:| | 2023 | 88.45% | | 2024 | 89.48% |

Pay vs Performance (Five-Year view)

Risk Indicators & Red Flags

• Tax gross-up: CEO has excise tax gross-up protection tied to U.S. 280G/4999; Company policy disallows new gross-ups post-2017, but CEO remains an exception for equalization; investors may view this as shareholder-unfriendly relative to peers .
• Hedging/pledging prohibited: Mitigates alignment risks and leverage-driven forced sales .
• Clawback policy: Compliant with SEC/NYSE requirements for restatements; enhances recourse on incentive pay .
• Option repricing: No disclosures indicating option repricing; stock option terms follow standard 5-year life with straight-line vesting and market-based exercise price .

Compensation Structure Analysis

• Mix and at-risk pay: Majority of CEO compensation is at risk via PSUs and annual incentives; in 2024, equity awards were 80% PSUs/20% RSUs, emphasizing performance and retention .
• Shift from options to RSUs in 2024: Reduced reliance on options (used in 2023) toward RSUs may lower upside variance and increase certainty; PSUs remain dominant, preserving pay-for-performance linkage .
• Performance metrics: Heavy weighting to Relative TSR (50%), Free Cash Flow and Covenant Compliance (25%), and Strategy execution (25%); one-year multipliers of 1.75 in 2024 and 1.50 in 2023 show payouts responsive to measured outcomes .
• Director compensation and ownership guidelines: Strong ownership requirements and DSU-based deferrals for non-employee directors; employee directors (CEO) do not receive board fees, avoiding double compensation .

Employment & Contracts Summary

Investment Implications

• Alignment and incentives: Guidry’s pay is predominantly performance-based with explicit Relative TSR and Free Cash Flow metrics; PSU one-year payout multipliers of 1.75 (2024) and 1.50 (2023) indicate variable realization aligned to performance, while cash settlement of PSUs reduces dilution and selling pressure; strict anti-hedging/pledging and ownership guidelines reinforce alignment .
• Retention and vesting pressure: Options and PSUs vest over multi-year windows, with options straight-line over 3 years and PSUs across 4 tranches; the 2024 RSU introduction increases retention stability; insider selling pressure risk is mitigated by cash-settled PSUs and no pledging; monitoring Form 4 trading remains best practice (not assessed here) .
• Governance and dual-role considerations: CEO is not independent but Chair is independent and roles are separated; committees are fully independent and hold executive sessions, with strong attendance and say-on-pay support (~89% in 2024, ~88% in 2023), lowering independence concerns around CEO-director dual role .
• Red flags: The legacy excise tax gross-up for the CEO is a governance negative relative to peers; investors should assess ongoing applicability and potential renegotiation in future agreements .
• Performance backdrop: Operational and reserve metrics, cash generation, and buybacks underpin value creation efforts; five-year TSR improved to $128 in 2024 from $57 in 2023, suggesting recovery momentum, though variability across cycles remains a factor in payouts and realized comp .