Phillip Abraham
GRAN TIERRA ENERGYAbout Phillip Abraham
Phillip D. Abraham is Executive Vice President, Legal and Land, and Corporate Secretary at Gran Tierra Energy (GTE). He has been with Gran Tierra since January 2016 and brings 25+ years of corporate and legal experience focused on international oil and gas law; his prior leadership roles include Cenovus Energy, Encana Corporation, and Nexen Inc. He holds a B.A. and LL.M. from the University of Calgary, an LL.B. from the University of Victoria, and was first called to the bar in British Columbia in 1997; he is a member of the Law Society of Alberta . GTE’s incentive design ties a substantial portion of executive pay to performance, including annual corporate goals (e.g., production, reserves, G&A, FCF) and long-term PSUs with a 50% TSR relative weighting, 25% financial covenant compliance and FCF, and 25% strategy execution, aligning executive outcomes with shareholder value .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cenovus Energy | Leadership positions (legal/corporate) | Not disclosed | International oil & gas law; projects spanning Canada, Latin America, Europe, Africa, Asia, Middle East |
| Encana Corporation | Leadership positions (legal/corporate) | Not disclosed | International oil & gas law; projects spanning multiple geographies |
| Nexen Inc. | Leadership positions (legal/corporate) | Not disclosed | International oil & gas law; global onshore/offshore projects |
External Roles
No external public company board roles or committee positions for Abraham are disclosed in the proxy materials; he is listed among executive officers (not directors) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (USD) | $208,478 | $234,538 |
Notes: Base salaries converted from CAD at 1.4390 USD/CAD as of December 31, 2024 .
Performance Compensation
Short-Term Incentive (Annual Cash Bonus)
| Item | Value |
|---|---|
| Target Payout (% of Base Salary) | 50% |
| Corporate Performance Weighting | 60% |
| Individual Performance Weighting | 40% |
| 2024 Base Salary (USD) | $234,538 |
| 2024 Actual Cash Bonus (USD) | $120,917 |
| 2024 Actual Cash Bonus (% of Base) | 52% |
Formula: Bonus = Salary × Target% × (Individual Weight × Individual Rating + Corporate Weight × Corporate Rating) .
2024 Corporate Performance Goals and Scores (Company-wide):
| Metric | Unit | Corporate Target (Lower–Target–Upper) | Weighting | Score |
|---|---|---|---|---|
| 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% |
| Total Workover Costs | $MM | 45 – 35 – 25 | 10% | 10% |
| Exploration/Appraisal Success (IP30 >300 bbls/d) | 50% Success Count | 2 – 3 – 4 | 15% | 30% |
| Lifting Costs (10% reduction vs 2023) | % | 8 – 10 – 12 | 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% | — |
Long-Term Incentive (PSUs and RSUs)
Design and performance framework:
- Mix: ~80% PSUs and 20% RSUs of LTI value for 2024 NEOs .
- PSU payout multiplier: 0–200% based on performance .
- PSU performance weights: 50% TSR vs performance peer group; 25% Financial Covenant Compliance and Free Cash Flow; 25% Strategy execution (Board assessment) .
- PSU performance periods: 2024 (20%), 2025 (20%), 2026 (20%), 2024–2026 overall (40%); settlement no later than March 10 following the final performance period .
- Typical vesting horizon: 3 years for PSUs and RSUs .
2024 Grants (Plan-Based Awards):
| Award | Grant Date | Quantity | Grant Date Fair Value (USD) |
|---|---|---|---|
| PSUs (Target) | 2/22/2024 | 118,101 | $877,402 (aggregate stock awards value) |
| PSUs (Maximum) | 2/22/2024 | 236,202 | — |
| RSUs | 2/22/2024 | 19,605 | — |
| RSUs | 11/06/2024 | 9,921 | — |
Equity Ownership & Alignment
| As of March 6, 2025 | Shares |
|---|---|
| Common Stock | 28,626 |
| Shares Acquirable within 60 days (options/awards) | 23,538 |
| Total Beneficially Owned | 52,164 |
| Percent of Outstanding | <1% (asterisk) |
Ownership guidelines and status:
- Executive VP, Legal & Land guideline: 1× base salary; status “On track” as of December 31, 2024 .
- Policy requires retention of net shares until guideline compliance; RSUs/PSUs/options not counted toward ownership; compliance evaluated annually .
Alignment safeguards:
- Hedging, short sales, options trading, margining, and pledging of Company securities are prohibited by Insider Trading Policy .
- Clawback policy in place pursuant to NYSE 303A.14 and Rule 10D‑1; recovery of excess incentive-based compensation upon restatement (lookback 3 fiscal years) .
Employment Terms
| Provision | Terms |
|---|---|
| Term | Employment agreements have no fixed term |
| Severance (termination without cause / good reason) | 1× (base salary + bonus earned during prior 12 months) for Abraham |
| Change-in-Control (Corporate Transaction) | Unvested PSUs/RSUs accelerate; estimated value calculated at $7.23/sh and performance factor 1 for PSUs |
| Tax gross-ups | No tax gross-ups in new executive agreements (policy since 2017); currently only CEO equalized to Canadian colleagues |
| Clawback | Recovery of excess incentive-based compensation upon restatement (3-year lookback) |
| Hedging/Pledging | Prohibited (short sales, options, hedging, margining, pledging) |
Estimated potential payments (as of Dec 31, 2024):
| Scenario | Cash Severance (USD) | Stock Options Acceleration (USD) | PSUs/RSUs Acceleration (USD) | Total (USD) |
|---|---|---|---|---|
| Termination without cause or resignation for good reason | $355,455 | — | — | $355,455 |
| Corporate Transaction (single-trigger equity acceleration) | — | — | $1,318,275 | $1,318,275 |
| Termination without cause or resignation for good reason following a Corporate Transaction | $355,455 | — | $1,318,275 | $1,673,730 |
Notes:
- Company policy since 2017: no single or modified single triggers in new employment agreements for severance or equity acceleration; equity grant/award terms provide for acceleration before a Corporate Transaction (see table above) .
- No unvested stock options shown for Abraham in the potential payments table (zero) .
Compensation Structure and Governance Context
- 2024 compensation peer group includes Athabasca Oil, Baytex, Frontera, Kosmos, Civitas, Matador, GeoPark, Parex, Whitecap, Paramount, VAALCO, Denbury, Laredo, Bonavista .
- Target total compensation positioned near the 50th percentile versus peer group .
- Say‑on‑pay support: 89.48% in 2024; 88.45% in 2023, with no material changes to programs following votes .
Investment Implications
- Alignment: Heavy weighting to PSUs (50% TSR relative; 25% FCF/covenant; 25% strategy) and prohibited hedging/pledging support pay-for-performance and reduce misalignment risk .
- Retention risk: Severance economics are modest (1× salary+bonus), while corporate transaction awards include equity acceleration, balancing retention with shareholder-friendly terms (no tax gross-ups; policy against single triggers in new agreements) .
- Ownership: Beneficial ownership is <1%; guidelines require 1× salary for EVP Legal & Land and status “On track,” suggesting continued retention of net shares and potential future accumulation; limited near-term insider selling pressure is implied by policy restrictions and guideline retention rules .
- Performance signals: 2024 corporate metrics emphasize capital discipline, reserves, G&A reduction, and exploration success; actual bonus outcome (52% of base) indicates balanced performance across corporate/individual goals, with LTI payouts contingent on multi-year TSR and FCF/covenant metrics, driving medium-term execution focus .