Peter Dey

About Peter J. Dey

Peter J. Dey KC (age 84) is an independent director of Gran Tierra Energy, based in Toronto, Ontario, Canada, and has served on the Board since May 2015; he is recognized for deep governance expertise built over 40+ years, with degrees from Queen’s (BSc, 1963), Dalhousie (LL.B., 1966) and Harvard (LL.M., 1967) . He is Chairman of Paradigm Capital Inc. (since November 2005), previously Chairman of Morgan Stanley Canada Limited (1994–2001), Partner at Osler, Hoskin & Harcourt LLP (1973–1983; 1985–1994; 2001–2005), Chair of the Toronto Stock Exchange’s 1993–1995 corporate governance committee (“Dey Report”), and former Chairman of the Ontario Securities Commission; he also represented Canada on the OECD Task Force that released the OECD Principles of Corporate Governance in 1999 . At the 2024 annual meeting, Dey’s individual shareholder approval was 75.7% .

Past Roles

External Roles

Board Governance

• Committee memberships: Compensation Committee; Nominating & Corporate Governance Committee; Health, Safety & Environment Committee .
• Chair roles: Not a chair; current chairs are Brooke Wade (Compensation), Sondra Scott (Nominating & Corporate Governance), and Evan Hazell (Health, Safety & Environment) .
• Independence: Board affirmatively determined Dey is independent under NYSE American standards; he also meets independence standards applicable to Compensation and Nominating & Corporate Governance Committees .
• Attendance (2024): Board 9/9, Compensation 3/3, Health, Safety & Environment 4/4, Nominating & Corporate Governance 3/3; overall 100% .
• Independent board environment: Independent Board Chair; 8 of 9 director nominees independent; regular executive sessions; clawback policy; prohibition on speculative trading, hedging, and pledging .

Committee Activity and Attendance (2024)

Fixed Compensation

• Director compensation structure (as of Jan 1, 2024, USD): Board Member cash retainer $38,222; annual equity retainer $111,538; Committee Member fee $10,424; Travel fee over three hours per meeting $1,042 .
• Currency note: Paid in CAD and converted at US$1.00 = C$1.4390 (Dec 31, 2024 rate) .

Peter Dey – Director Compensation (FY 2024)

Cash Fees – Retainer Breakdown (FY 2024)

Performance Compensation

• Non-executive director equity instruments and vesting:
  • DSUs: vest immediately; paid out only when the director ceases service; settled in shares or cash at the Board’s discretion .
  • Stock options: vest immediately; expire after five years; max 25% of equity retainer may be taken as options .
  • RSUs: vest and pay out after three years; none of the non-employee directors currently hold RSUs .

Equity Instruments and Terms (Directors)

Other Directorships & Interlocks

• Other public boards: None for Peter Dey .
• Compensation Committee interlocks: None; no member of the Compensation Committee has been an officer/employee of Gran Tierra, and no reciprocal executive/board interlocks were disclosed .

Expertise & Qualifications

• Governance/legal leadership: Former OSC Chair; TSE governance report chair; OECD governance contributor; extensive legal and governance background .
• Finance/capital markets leadership: Chairman, Morgan Stanley Canada; current Chairman, Paradigm Capital .
• Skills matrix highlights: Health, Safety & Environment; Leadership; Board Experience; Finance/Capital Markets; M&A; Legal & Governance; Government & Public Affairs; International; HR & Compensation; Risk Management; Strategic Planning; Accounting/Audit .

Equity Ownership

• Beneficial ownership (as of March 6, 2025): 2,000 common shares; 136,971 shares which may be acquired within 60 days (stock awards/options); total 138,971 shares; less than 1% of outstanding .
• Director ownership guidelines: Non-executive directors must hold ≥3× annual cash retainer ($114,665 for 2024); all directors met requirements as of Dec 31, 2024 .
• Hedging/pledging: Prohibited under insider trading policy .

Holdings Detail (2023 vs. 2024)

Beneficial Ownership (as of Mar 6, 2025)

Governance Assessment

• Independence and committee effectiveness: Dey is independent and serves on key committees (Compensation; Nominating & Corporate Governance; HSE), all of which are fully independent, supporting robust oversight .
• Attendance and engagement: 100% attendance across Board and committee meetings in 2024, indicating strong engagement and reliability .
• Alignment via equity: Significant DSU holdings (136,971 units) and compliance with 3× retainer ownership guidelines enhance alignment; directors cannot hedge or pledge, strengthening investor confidence .
• Pay structure: Mix of cash and DSUs with option use capped and immediate vesting; absence of performance-linked metrics for directors is typical but means equity is time/tenure-aligned rather than outcome-based .
• Conflicts/related-party: No related-party transactions since Jan 1, 2024; no compensation committee interlocks .
• Shareholder signals: Company-wide say-on-pay approval was strong at 89.48% in 2024, though Dey’s individual director approval was 75.7%—a level to monitor for investor sentiment toward his continued service. RED FLAG: lower individual support versus typical board averages .