Jim Evans
GRAN TIERRA ENERGYAbout Jim Evans
Jim Evans is Executive Vice President, Corporate Services at Gran Tierra Energy, serving in this role since May 2015; he is age 59 as of March 6, 2025 and holds a Bachelor of Commerce from the University of Calgary . Company performance context during his tenure includes 2024 Adjusted EBITDA of $366.758 million and Net Income of $3.216 million; Gran Tierra’s TSR value of a $100 investment was $128 in 2024 versus $99 for its group; prior years show variability (2023: $57 vs $104; 2022: $74 vs $151; 2021: $155 vs $254; 2020: $44 vs $161) . The Company ties pay closely to performance via heavy weighting to PSUs and measurable corporate goals (TSR, financial covenant/free cash flow, strategy execution), aligning incentives with stockholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Glencore E&P (Canada) Inc. | Head of Compliance & Corporate Services | Jul 2014 – Dec 2014 | Led compliance and corporate services functions . |
| Caracal Energy Inc. | VP, Compliance & Corporate Services | Jul 2011 – Jun 2014 | Built robust compliance program; managed IT, document control, security, administration; scaled staff from 7 to >400 pre-sale to Glencore . |
| Orion Oil and Gas | Senior management/executive | N/A | Operating experience in Egypt, Syria, Canada . |
| Tanganyika Oil | Senior management/executive | N/A | Operating experience in Egypt, Syria, Canada . |
External Roles
- None disclosed for Evans in the proxy; other executives list certain external directorships, but Evans has no external board roles noted .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 275,739 | 283,532 | 283,761 |
| Stock Awards ($) | 522,747 | 492,479 | 988,812 |
| Option Awards ($) | 133,599 | 122,223 | 0 |
| Non-Equity Incentive Plan Compensation ($) | 177,941 | 148,949 | 134,816 |
| All Other Compensation ($) | 21,225 | 22,415 | 21,688 |
| Total Compensation ($) | 1,131,251 | 1,069,598 | 1,429,077 |
| Annual Cash Bonus Structure (2024) | Value |
|---|---|
| Base Salary ($) | 283,761 |
| Target Payout (% of Base) | 50% |
| Corporate vs Individual Weighting | Corporate 60% / Individual 40% |
| Actual Cash Bonus ($) | 134,816 (48% of salary) |
Performance Compensation
Annual Bonus – Corporate Scorecard (2024)
| Metric | Unit | Corporate Target Range | Weighting | Score (Contribution) |
|---|---|---|---|---|
| WI Production | kboepd | 31 – 33 – 35 | 10% | 5% |
| Capital Program Execution (incl. 5% contingency) | $MM | 262 – 242 – 222 | 10% | 8% |
| 1P Reserve Replacement Ratio | % | 85 – 100 – 115 | 10% | 10% |
| G&A (gross, excl. bonus) | $MM | 66 – 60 – 54 | 10% | 15% |
| Lifting Costs; 10% reduction from 2023 | % | 8 – 10 – 12 | 10% | — |
| Total Workover Costs | $MM | 45 – 35 – 25 | 10% | 10% |
| Adjusted EBITDA | $MM | 400 – 430 – 460 | 10% | — |
| Net debt/EBITDA | ratio | 1.5 – 1.2 – 1.0 | 5% | — |
| Free Cash Flow (pre 5% capital contingency) | $MM | 35 – 60 – 85 | 10% | — |
| Exploration/Appraisal Success (IP30 > 300 bbl/d) | 50% Success | 2 – 3 – 4 | 15% | 30% |
Bonus formula: Salary × Bonus Target % × (Individual Weighting × Individual Rating + Corporate Weighting × Corporate Rating); Jim Evans’ approved structure for 2024 was 50% target, 60% corporate/40% individual .
Long-Term Incentives (2024 grants and PSU design)
| Instrument | Grant Date | Target Quantity | Max Quantity | Grant Date Fair Value ($) | Vesting / Performance Design |
|---|---|---|---|---|---|
| PSUs | Feb 22, 2024 | 134,610 | 269,220 | Included in $988,812 total stock awards | Four performance periods: 20% for 2024, 20% for 2025, 20% for 2026, 40% for 2024–2026; payout 0–200% based on performance; settlement by Mar 10 following final performance period and continued service requirement . |
| RSUs | Feb 22, 2024 | 24,129 | — | Included in $988,812 | Standard time-based vesting; continued service required . |
| RSUs | Nov 6, 2024 | 9,524 | — | — | Standard time-based vesting . |
PSU Performance metrics and 2024 one-year payout multipliers:
- TSR vs peer group (50% weight): Target level, payout 0.75 .
- Financial covenant compliance & free cash flow (25% weight): Above Target, payout 0.50 .
- Strategy execution (25% weight): Above Target, payout 0.50; total multiplier 1.75 .
Three-year multiplier for the February 2022 PSUs that vested on Dec 31, 2024: annual financial/strategy targets contributed 0.40 cumulative, three-year TSR 0.75, total 1.75; these PSUs vested and were settled March 15, 2025 subject to service .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Options outstanding (exercisable/unexercisable) | 38,594 @ $7.70 exp. Feb 28, 2025 (exercisable); 27,459 @ $8.20 exp. Mar 1, 2026 (exercisable); 9,970 exercisable / 4,985 unexercisable @ $14.20 exp. Feb 24, 2027; 7,068 exercisable / 14,135 unexercisable @ $8.60 exp. Feb 23, 2028 . |
| Unvested equity (RSUs/PSUs) | RSU/PSU tranches outstanding include 22,906 and 26,922 RSU/PSU units with market values $165,610 and $194,646 at $7.23 closing price on Dec 31, 2024; additional equity incentive tranches with market/payout values $248,416 and $778,584 noted for remaining PSUs/RSUs . |
| 2024 Stock vested | 64,423 PSU-equivalents vested in 2024; settled in cash valued at $437,432 using 10-day VWAP of $6.79 on Dec 31, 2024 . |
| Ownership guideline | Exec VP Corporate Services must hold ≥1× base salary; Evans exceeds the guideline; compliance evaluated annually; RSUs/PSUs/options excluded from ownership calculation . |
| Hedging/pledging policy | Prohibits short sales, options, hedging transactions; prohibits margining or pledging Company securities; limited trading windows imposed . |
Note: As of Dec 31, 2024, the Company’s closing price was $7.23; Evans’ outstanding option exercise prices ($7.70, $8.20, $14.20, $8.60) were out-of-the-money on that date, limiting near-term exercise/sale incentives .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (without cause or for good reason) | 1× (base salary + bonus earned in prior 12 months) for Evans . |
| Change-in-Control (Corporate Transaction) | Single-trigger acceleration of unvested equity immediately prior to a Corporate Transaction; estimated accelerated PSUs/RSUs value for Evans: $1,896,725 as of Dec 31, 2024 . |
| Double-trigger (Termination following Corporate Transaction) | Cash severance ($418,577) plus accelerated PSUs/RSUs ($1,896,725); total $2,315,302 for Evans . |
| Estimated severance (standalone termination) | $418,577 (as of Dec 31, 2024) . |
| Clawback | Company maintains a clawback policy consistent with NYSE Listing Standard 303A.14 implementing Rule 10D-1; recovers excess incentive comp upon financial restatement due to material noncompliance . |
| Tax gross-ups | No tax gross-ups in new executive agreements; currently only applies to CEO for equalization; not applicable to Evans per policy disclosure . |
Investment Implications
- Alignment and pay-for-performance: Evans’ mix is heavily at-risk with ~80% of 2024 LTI in PSUs and 20% RSUs, tied to TSR vs peers, financial covenant/free cash flow, and strategic execution; this structure links pay outcomes to shareholder value creation and financial discipline .
- Limited insider selling pressure near term: 2024 PSUs were settled in cash, and Evans’ option strikes ($7.70/$8.20/$14.20/$8.60) were above the $7.23 year-end price, reducing incentives to exercise/sell; RSUs may create future delivery but are governed by trading windows and ownership guidelines .
- Retention risk moderate: A 1× severance multiple plus multi-year vesting across PSUs/RSUs and option schedules provide retention hooks; single-trigger equity acceleration in a corporate transaction enhances deal certainty but is balanced by modest cash severance .
- Governance safeguards: Prohibitions on hedging/pledging and an operative clawback policy reduce misalignment and reputational risk; Evans exceeds ownership guidelines, signaling skin-in-the-game .
- Performance context: Company-level metrics show 2024 Adjusted EBITDA of $366.758 million and Net Income of $3.216 million, with TSR underperforming the peer group in several years—underscoring the importance of PSU design that emphasizes TSR and free cash flow for future payouts .
Compensation benchmarking: Gran Tierra targets ~50th percentile vs a defined peer set (e.g., Athabasca, Baytex, Frontera, Parex, VAALCO, etc.), which helps contain pay inflation risk while preserving competitiveness; committee uses independent consultants, annually assessing advisor independence .