Ryan Ellson
GRAN TIERRA ENERGYAbout Ryan Ellson
Ryan Ellson, age 49, has served as Gran Tierra Energy’s Chief Financial Officer and EVP, Finance since May 2015. He is a Chartered Professional Accountant with a B.Comm and MPA from the University of Saskatchewan, and has completed Harvard Business School’s Leadership for Senior Executives and Wharton’s General Management Program . Under Ellson’s finance leadership, Gran Tierra delivered 2024 net cash from operating activities of $239.3M, Adjusted EBITDA of $367M, and continued share buybacks (6.7% of outstanding shares), alongside strong reserve replacement (702% 1P; 1,249% 2P; 1,500% 3P), supporting pay-for-performance alignment in PSU outcomes . PSU TSR component for 2024 was “Target,” contributing to a 1.75x PSU performance multiplier for 2022 grants and 2024 tranches, reflecting execution against financial, free cash flow, and strategic goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gran Tierra Energy | Chief Financial Officer & EVP, Finance | May 2015–Present | Led corporate finance, controls, capital allocation; supported debt/covenant compliance and FCF focus . |
| Glencore E&P (Canada) Inc. | Head of Finance | Jul 2014–Dec 2014 | Post-acquisition integration (Caracal), oversaw finance . |
| Caracal Energy Inc. (LSE) | Vice President, Finance | Aug 2011–Jul 2014 | Implemented controls; reserve-based lending; multiple capital raises; supported value creation prior to Glencore acquisition . |
| Sea Dragon Energy | Vice President, Finance | Apr 2010–Aug 2011 | Finance leadership across Egypt/India/Canada operating footprint . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Canary Biofuels | Director | Current | Public/private board experience complements energy finance . |
| PetroTal Corp. | Director | Dec 2017–Sep 2022 | Prior related company directorship; exited 2022 . |
Fixed Compensation
| Year | Base Salary (USD) | Target Bonus % | Actual Bonus (USD) | Actual Bonus (% of Salary) |
|---|---|---|---|---|
| 2024 | $347,463 | 80% | $257,123 | 74% |
| 2023 | $321,337 | 80% | $299,410 | — |
| 2022 | $312,500 | 80% | $305,147 | — |
| Year | Stock Awards (USD) | Option Awards (USD) | All Other Compensation (USD) | Total Compensation (USD) |
|---|---|---|---|---|
| 2024 | $1,294,909 | $0 | $28,333 | $1,927,828 |
| 2023 | $843,832 | $209,416 | $41,203 | $1,715,198 |
| 2022 | $895,692 | $228,913 | $39,495 | $1,781,747 |
Performance Compensation
Annual Cash Bonus Structure (CFO)
| Component | Weighting | Notes |
|---|---|---|
| Corporate Performance | 80% | Based on operational, financial, market, strategic metrics . |
| Individual Performance | 20% | Formal evaluation against role-specific criteria . |
| Target Payout (% of Salary) | 80% | Unchanged from prior year . |
| 2024 Actual | 74% of salary; $257,123 | Paid Feb 2025 . |
2024 Corporate Performance Metrics (Bonus)
| Metric | Target Range | Weight | 2024 Score |
|---|---|---|---|
| WI Production (kboepd) | 31–33–35 | 10% | 5% |
| Capital Program Execution ($MM) | 262–242–222 | 10% | 8% |
| 1P Reserve Replacement Ratio (%) | 85–100–115 | 10% | 10% |
| G&A (gross, excl. bonus) ($MM) | 66–60–54 | 10% | 15% |
| Lifting Costs (%; vs 2023) | 8–10–12 | 10% | — |
| Total Workover Costs ($MM) | 45–35–25 | 10% | 10% |
| Adjusted EBITDA ($MM) | 400–430–460 | 10% | — |
| Net Debt/EBITDA (x) | 1.5–1.2–1.0 | 5% | — |
| Free Cash Flow ($MM) | 35–60–85 | 10% | — |
| Exploration/Appraisal Success (IP30 >300 bbl/d) | 2–3–4 wells | 15% | 30% |
Long-Term Incentives (PSUs/RSUs)
| Award Type | Grant Date | Target Units | Tranche Schedule | Weighting/Metric | 2024 Result |
|---|---|---|---|---|---|
| PSUs | Feb 22, 2024 | 187,668 | 20% 2024; 20% 2025; 20% 2026; 40% 2024–2026 | 50% TSR vs peers; 25% Financial Covenants & FCF; 25% Strategy | 2024 one-year tranche earned; service vesting through settlement |
| RSUs | Feb 22, 2024 | 46,917 | 3-year vest (time-based) | Retention, alignment | In vesting period |
PSU Performance Framework and 2024 Outcomes
| Component | Weight | Performance Level | Payout Multiplier |
|---|---|---|---|
| Relative TSR vs Performance Peer Group | 50% | Target | 0.75 |
| Financial Covenant Compliance & Free Cash Flow | 25% | Above Target | 0.50 |
| Strategy Execution | 25% | Above Target | 0.50 |
| Total Multiplier (2024 tranche/2022 award) | — | — | 1.75x |
2024 Stock Vested (PSUs settled in cash)
| Name | # of PSUs Vested | Value Realized (USD) |
|---|---|---|
| Ryan Ellson | 110,385 | $749,514 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 100,258 common shares (incl. 3,000 spouse), plus 96,894 shares acquirable within 60 days; total 197,152; <1% of outstanding . |
| Stock Ownership Guideline | CFO: 2x base salary; status: Exceeds . |
| Hedging/Pledging | Prohibited (no short sales, options, hedging; no margining/pledging) . |
| Insider Trading Windows | Limited trading windows; blackout periods enforced . |
| Vested vs Unvested (select) | 2024 PSU one-year tranche earned subject to continued service; remaining 80% subject to future performance/service . |
| 2024 Grants | PSUs target 187,668; RSUs 46,917 (Feb 22, 2024) . |
| Options (Status & Terms) | 66,744 (exercisable, $7.70, exp. Feb 28, 2025); 47,049 (exercisable, $8.20, exp. Mar 1, 2026); 17,084 (exercisable) & 8,541 (unexercisable), $14.20, exp. Feb 24, 2027; 12,110 (exercisable) & 24,219 (unexercisable), $8.60, exp. Feb 23, 2028 . |
| Options Intrinsic Value | Closing price $7.23 on Dec 31, 2024; strikes $7.70/$8.20/$8.60/$14.20 → out-of-the-money . |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | No fixed term; competitive terms; no changes in 2024 . |
| Severance (Involuntary or Good Reason) | CFO: 1.5× (base salary + bonus earned in prior 12 months) . |
| Change-in-Control | Company policy since 2017: no new agreements with excise tax gross-ups or single/modified single triggers; double-trigger orientation implied; CFO’s specific CIC multiples not separately disclosed . |
| Clawback | Compliant with NYSE 303A.14/Rule 10D-1; recovery of excess incentive-based comp after restatement (3-year lookback) . |
| Ownership/Retention | Must retain net shares until guideline met; executives compliant . |
Compensation Peer Group and Say-on-Pay
- Compensation peer group includes Athabasca, Baytex, Frontera, Kosmos, Matador, Parex, Whitecap, VAALCO, etc., targeting ~50th percentile .
- 2024 Say-on-Pay approval: 89.48%; program maintained given strong support .
Investment Implications
- Pay-for-performance alignment is robust: majority of equity via PSUs (80%) with multi-metric design (relative TSR, covenants/FCF, strategy), delivering a 1.75x multiplier on relevant tranches—supporting confidence in execution and capital discipline .
- Insider selling pressure appears contained: PSUs are settled in cash (no immediate share issuance), options largely out-of-the-money at $7.23 vs strikes ($7.70/$8.20/$8.60/$14.20), and pledging/hedging prohibitions lower forced sales risk .
- Retention risk mitigants include meaningful long-term equity with multi-year vesting, strict share ownership guidelines (CFO exceeds requirement), market-competitive severance (1.5×), and clawback protections—balancing incentives with governance .
- Execution track record (positive FCF focus, 2024 Adjusted EBITDA $367M, heavy reserve replacement, ongoing buybacks) under Ellson’s finance stewardship supports value creation; monitor future TSR vs peers and FCF sustainability for PSU payouts and potential comp leverage .