Robert Hodgins
GRAN TIERRA ENERGYAbout Robert B. Hodgins
Robert B. Hodgins (age 73) is Gran Tierra Energy’s independent Board Chair and director since May 2015. A Chartered Professional Accountant, he previously served as CFO at TransCanada Pipelines (1993–1998) and Pengrowth Energy Trust (2002–2004), and as VP & Treasurer at Canadian Pacific Limited (1998–2002). He holds an Honours BA in Business from the Ivey Business School and is recognized by the Board as an Audit Committee financial expert, with strong credentials in finance, governance, and capital markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransCanada PipeLines Limited | Chief Financial Officer | 1993–1998 | Senior finance leadership; qualifies as audit financial expert |
| Canadian Pacific Limited | Vice President & Treasurer | 1998–2002 | Corporate treasury/finance; diversified energy/transport/hotels |
| Pengrowth Energy Trust | Chief Financial Officer | 2002–2004 | TSX/NYSE-listed energy trust; CFO oversight |
| Canaccord Genuity Corp. | Senior Advisor, Investment Banking (non-executive, part-time) | n/a | Advisory capacity to investment banking |
External Roles
| Organization | Role | Committees |
|---|---|---|
| AltaGas Ltd. (TSX) | Director | Audit Committee; Governance Committee |
| MEG Energy Corp. (TSX) | Director | Audit Committee (Chair); Corporate Governance & Nominating Committee |
| Enerplus Corporation | Former Director | Served until May 2023 |
Board Governance
- Board Chair: Non-executive, independent Chair; presides over Board and stockholder meetings and leads independent director sessions .
- Independence: Determined independent under NYSE American standards; also independent for Audit and Compensation committees .
- Committee memberships: Audit; Compensation; Nominating & Corporate Governance (all committees 100% independent) .
- Attendance: 2024 Board 9/9; Audit 4/4; Compensation 3/3; Nominating & Corporate Governance 3/3; overall 100% attendance. All directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting .
- Shareholder support: 2024 individual shareholder approval rating for Hodgins was 90.7% .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash (2024) | $95,554 | Cash retainer; paid in CAD converted at 1.4390 CAD/USD |
| Equity Retainer – Stock Awards (2024) | $132,039 | DSUs; directors can elect DSUs/RSUs/options mix; equity retainer until ownership guideline met |
| Option Awards (2024) | — | No option grant reported for Hodgins in 2024 |
| All Other Compensation (Travel Fees, 2024) | $7,297 | Travel fee applies for >3 hours per meeting |
| Total (2024) | $234,890 | Sum of cash, stock awards, travel |
Director fee structure (as of Jan 1, 2024; CAD converted at 1.4390): Board Chair cash retainer $64,282 and equity $132,039; Board member cash retainer $38,222 and equity $111,538; Audit Chair $31,272; other committee chairs $20,848; committee members $10,424; travel $1,042 per meeting (over three hours) .
Performance Compensation
- Directors do not receive performance-based incentives (no PSU targets; option grants capped at 25% of equity retainer and vest immediately). None of the non-employee directors held RSUs in 2024; Hodgins had no options granted in 2024 .
Other Directorships & Interlocks
| External Board | Sector Overlap with GTE | Potential Interlock/Conflict Notes |
|---|---|---|
| AltaGas Ltd. | Midstream/Utilities | Audit/Governance roles; Board determined his Audit Committee work elsewhere does not impair service at GTE |
| MEG Energy Corp. | Oil sands E&P | Audit Chair; governance roles; no impairment to GTE Audit service per Board |
| Enerplus (former) | E&P | Ended May 2023; no current interlock |
Compensation Committee interlocks: None disclosed for GTE’s Compensation Committee members (no cross-service as executives elsewhere) .
Expertise & Qualifications
- Audit/Accounting, Finance/Capital Markets, M&A, Leadership, Board Experience, Legal & Governance, Risk Management, Strategic Planning; designated Audit Committee financial expert alongside David P. Smith .
Equity Ownership
| Holding Type | Amount | Details |
|---|---|---|
| Common Shares | 2,000 | Direct ownership |
| DSUs (Deferred Stock Units) | 138,173 | Fully vested; paid upon ceasing service; accounted for as liability; no voting rights |
| Options | — | None outstanding reported for 2024 |
| Total Beneficial (SEC table) | 140,173 | Less than 1% of outstanding shares |
Ownership guidelines: Directors must hold 3x annual cash retainer (Chair: $192,846; non-executive directors: $114,665); all directors met the guideline as of Dec 31, 2024 . Hedging and pledging of Company stock are prohibited under Insider Trading Policy .
Governance Assessment
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Strengths
- Independent Board Chair with 100% attendance and broad committee participation; strong investor support in latest election .
- Board independence high (8/9 directors independent) and all committees fully independent; regular executive sessions enhance oversight effectiveness .
- Clear director ownership guidelines; Hodgins’ DSU holdings support alignment; anti-hedging/pledging policy strengthens alignment .
- No related party transactions disclosed in 2024; robust Audit Committee oversight and financial expert designation mitigate financial reporting risk .
-
Watch items / potential risks
- Multiple concurrent Audit committee roles externally (AltaGas, MEG Audit Chair) can create workload demands; GTE Board has explicitly assessed and found no impairment to his effectiveness at GTE .
- Company-level practice note: CEO excise tax gross-up remains in legacy agreement (new agreements avoid tax gross-ups), which some investors view unfavorably; not directly related to Hodgins’ pay but relevant to Compensation Committee oversight where he serves as a member .
-
Overall view
- Hodgins brings deep finance/audit expertise and stable leadership as independent Chair with full attendance and strong shareholder approval, supporting investor confidence. No conflicts or related-party exposures were disclosed; ownership alignment and governance practices (clawback, no hedging/pledging) are solid .
Appendices
Committee Assignments (2024)
| Committee | Membership | Chair |
|---|---|---|
| Audit | Member (with Smith, Hazell, Redford, Royal) | Chair: David P. Smith |
| Compensation | Member (with Wade, Dey, Smith) | Chair: Brooke Wade |
| Nominating & Corporate Governance | Member (with Scott, Redford, Dey, Wade) | Chair: Sondra Scott |
Meeting Attendance (2024)
| Body | Meetings Attended / Held | Attendance |
|---|---|---|
| Board | 9 / 9 | 100% |
| Audit Committee | 4 / 4 | 100% |
| Compensation Committee | 3 / 3 | 100% |
| Nominating & Corporate Governance | 3 / 3 | 100% |
Director Compensation Mix (Plan Design)
- Cash/equity choices: Cash retainer may be taken in cash, RSUs, DSUs, or mix; equity portion must be taken in equity until guideline met; up to 25% of equity retainer may be stock options (vest immediately, 5-year expiry). DSUs vest immediately and settle when service ends; RSUs vest/pay out over three years .
- As of 2024, none of the non-employee directors held RSUs; Hodgins’ equity was DSUs; options not granted to him in 2024 .
Related-Person Transactions
- Policy requires Audit Committee review/approval of transactions >$120,000 with related persons; none circumvented policy; no related party transactions disclosed for 2024 .