Ronald Royal

About Ronald W. Royal

Ronald W. Royal is an independent director of Gran Tierra Energy Inc. (GTE), serving since May 2015. He is 76 years old, holds a Bachelor of Applied Science from the University of British Columbia (1972), and completed Cornell’s Executive Development Program (1986). Royal brings 35+ years of senior upstream oil and gas experience with Imperial Oil and ExxonMobil affiliates, including serving as President and Production Manager of Esso Exploration & Production Chad Inc.; he was awarded “Chevalier de l’Ordre National du Chad” in 2003 for contributions to economic development .

Past Roles

External Roles

Potential interlock signal: Historical overlap at Caracal Energy with GTE’s CEO (Gary Guidry) could indicate network ties; the Compensation Committee discloses no interlocks or insider participation currently .

Board Governance

• Independence: Determined independent under NYSE American standards; also independent for Audit Committee under Exchange Act Section 10A .
• Committees: Audit; Health, Safety & Environment (HSE); Reserves (Chair) .
• Attendance: 2024 attendance was 100% across Board (9/9), Audit (4/4), HSE (4/4), and Reserves (2/2) .
• Executive sessions: Independent directors meet without management as part of each regularly scheduled Board meeting .
• Board leadership: Independent non-executive Board Chair (Robert B. Hodgins) .

Fixed Compensation

• Structure (2024): Board member annual cash retainer $38,222; Reserves Committee Chair $20,848; Committee member fee $10,424 per committee; travel fee $1,042 for travel >3 hours per meeting. Amounts paid in CAD and converted to USD at $1.00 USD = C$1.4390 .
• 2024 actual: Fees earned or paid in cash $79,918; All other comp (travel) $5,212; Total compensation $196,668 .

Performance Compensation

• Equity retainer (2024): $111,538, received in DSUs (no RSUs for directors; up to 25% of equity retainer can be options, which vest immediately and expire after five years; Royal did not take options in 2024) .
• DSUs: Outstanding DSUs at 12/31/2024: 159,970; DSUs vest immediately but pay out only upon ceasing Board service; settled in cash at the Company’s discretion .
• Stock options: Royal had legacy options outstanding (23,436 reported in director profile table), but received no 2024 option award .

Note: Director equity is not tied to operational performance metrics (no PSUs for directors); alignment is via share price exposure through DSUs/options .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills matrix highlights for Royal: Energy industry executive experience; HSE; engineering/geology/geophysics; hydrocarbon transportation & marketing; leadership; board experience; M&A; international experience; risk management; strategic planning; accounting/audit (supports Audit Committee service; Board designates Hodgins and Smith as financial experts) .

Equity Ownership

• Beneficial ownership (as of March 6, 2025): Common stock 0; “Shares which may be acquired within 60 days” 159,970; total beneficially owned 159,970; less than 1% of outstanding shares (35,888,773) .
• Ownership guidelines: Directors must hold ≥3x annual cash retainer ($114,665 for non-executives); all directors met requirements as of 12/31/2024 .
• Hedging/pledging: Prohibited by Insider Trading Policy .

Governance Assessment

• Committee load and chair role fit: Royal’s reserves, HSE, and audit assignments match deep upstream operations expertise and reserves oversight; serving as Reserves Committee Chair aligns with his technical and international field experience .
• Independence and engagement: Independent status affirmed; 2024 attendance 100% across Board and all assigned committees; independent executive sessions routinely held .
• Shareholder support signal: Strong vote support for re-election in 2025 (For 15,162,337; Against 476,247; Abstain 61,147; broker non-votes 6,478,875), reflecting investor confidence; say-on-pay approval remains strong (2024: 89.48%; 2025 For 14,320,480; Against 1,014,963; Abstain 364,288) .
• Alignment via equity: DSU-heavy equity retainer and ownership guideline compliance promote long-term alignment, with anti-hedging/pledging safeguards; note the absence of current common share holdings, but significant DSU position provides share price exposure .
• Conflicts/related party: No related-party transactions reported since Jan 1, 2024; Audit Committee reviews any such matters; historical Caracal overlap with GTE CEO constitutes a network tie but not an active related-party transaction .

RED FLAGS

• No current common share holdings as of record date; alignment is via DSUs rather than direct share ownership (mitigated by guideline compliance and DSU exposure) .
• Historical interlock/network tie at Caracal Energy with current GTE CEO (governance awareness point; Compensation Committee reports no current interlocks) .

Shareholder Vote Detail (2025 Election)

Director Compensation Mix (2024)

Director compensation is not performance-conditioned; equity awards (DSUs/options) provide market-based alignment via share price exposure; no RSUs held by directors .

Committee Charters (Scope Highlights)

• Audit: Oversight of financial reporting, internal controls, auditor independence; cybersecurity oversight delegated to Audit; members independent; Hodgins and Smith designated financial experts (Royal not designated) .
• HSE: Oversight of environmental, health, safety policies, compliance, incident review .
• Reserves (Royal is Chair): Oversees annual reserves evaluation, engagement and performance of independent reserves evaluators, disclosure procedures .

D&O Insurance

• Directors’ and officers’ liability coverage: $60 million limit; 2025 premium approx. $485,798; no claims made in 2024 .