Sebastien Morin
GRAN TIERRA ENERGYAbout Sebastien Morin
Sebastien Morin is Chief Operating Officer of Gran Tierra Energy (GTE), appointed on November 6, 2023; he is 48 years old and holds a B.Sc. in Geological Engineering from the University of Waterloo (2001) . His compensation is heavily performance-linked: 2024 bonuses were tied to corporate/individual metrics (80%/20% weighting), and long-term equity is ~80% PSUs and ~20% RSUs with PSU payouts driven by relative TSR, financial covenant compliance/free cash flow, and strategy execution; the 2022 PSU award paid at a 1.75x multiplier for the three-year period ended 2024 . Key corporate targets underpinning incentives included adjusted EBITDA ($400–$460mm), FCF ($35–$85mm), reserves replacement, production, G&A, and workover costs, aligning pay with operational and financial performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gran Tierra Energy | Chief Operating Officer | Nov 6, 2023–present | Leads operations; incentives tied to TSR, FCF and strategic execution . |
| WesternZagros Resources (private) | President & Chief Operating Officer | Oct 2021–Oct 2023 | Led a petroleum operator with PSCs in Kurdistan, Iraq . |
| Gran Tierra Energy | VP Global Drilling & Completions; prior senior roles in Colombia and Calgary | Aug 2014–Sep 2021 | Progressively senior operational leadership across drilling, completions . |
| Imperial Oil (Esso)/ExxonMobil | Technical and managerial roles (upstream/downstream) | May 2001–Jul 2014 | Drilling, completions, reservoir development, production; onshore and Gulf of Mexico offshore experience . |
External Roles
Not disclosed in company filings reviewed for Morin .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $47,110 | $347,463 |
| All Other Compensation (USD) | $4,159 | $37,858 |
Notes:
- Compensation is paid in CAD and converted at year-end FX (2024: USD/CAD 1.4390) .
Performance Compensation
Annual Cash Bonus
| Metric | 2024 |
|---|---|
| Target Bonus (% of Base) | 80% |
| Bonus Earned (USD) | $243,224 |
| Actual Bonus (% of Base) | 70% |
| Bonus Methodology | Salary × Target% × (80% corporate rating + 20% individual rating) |
2024 Plan-Based Equity Awards (Grant Date: Feb 22, 2024)
| Award Type | Threshold | Target | Maximum | Grant-Date Fair Value (USD) |
|---|---|---|---|---|
| PSUs (#) | — | 187,668 | 375,336 | $1,294,909 (aggregate stock awards incl. PSUs/RSUs) |
| RSUs (#) | — | 46,917 | — | Included above |
PSU performance periods and weightings (three annual tranches and one 3-year tranche): 2024 (20%), 2025 (20%), 2026 (20%), 2024–2026 (40%) .
PSU Performance Results (for performance period ended Dec 31, 2024 and three-year 2022 grant settlement)
| Metric | Weighting | 2024 Performance Level | Payout Multiplier |
|---|---|---|---|
| Relative TSR to peers | 50% | Target | 0.75 |
| Financial Covenant Compliance & Free Cash Flow | 25% | Above Target | 0.50 |
| Strategy Achievement | 25% | Above Target | 0.50 |
| Total Multiplier (2024 one-year tranche) | 100% | — | 1.75 |
| 2022 PSU (3-year) Total Multiplier | — | — | 1.75 |
Corporate Performance Goals (inform cash bonus outcomes)
| Target Category | Unit | Corporate Target | Weighting | 2024 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 bbl/d) | Success count | 2–3–4 | 15% | 30% |
| Adjusted EBITDA | $MM | 400–430–460 | 10% | — |
| Maintain Net Debt/EBITDA < 1.5x | ratio | 1.5–1.2–1.0 | 5% | — |
| Generate FCF (pre 5% capital contingency) | $MM | 35–60–85 | 10% | — |
Option Awards and Vesting
| Options | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Morin stock options (granted Nov 6, 2023) | 13,375 | 26,750 | $6.83 | Nov 6, 2028 | 1/3 on Nov 6, 2024; 1/3 on Nov 6, 2025; 1/3 on Nov 6, 2026 |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 6, 2025)
| Holder | Common Stock | Shares Acquirable in 60 Days | Total Beneficially Owned | % Outstanding |
|---|---|---|---|---|
| Sebastien Morin | 16,979 | 13,375 | 30,354 | <1% |
- Shares outstanding: 35,888,773 .
- Insider Trading Policy prohibits hedging and pledging/margining of Company securities (reduces alignment risk) .
- Stock ownership guidelines: COO must hold 2× base salary; status “On track” and all NEOs in compliance as of Dec 31, 2024 .
Outstanding Equity Awards (Dec 31, 2024)
| Award Type | Units/Options | Market/Payout Value Basis | Value |
|---|---|---|---|
| Unvested RSUs/stock awards | 43,854 | $7.23 closing price (12/31/2024) | $317,067 |
| Equity incentive plan awards (unearned shares, tranche) | 65,782 | Maximum payout value basis | $475,604 |
| Equity incentive plan awards (unearned shares, additional tranche) | 150,134 | Maximum payout value basis | $1,085,472 |
Notes:
- PSU/RSU tranches from 2024 grant: 20% (2024), 20% (2025), 20% (2026), 40% (2024–2026); continued service required for settlement .
- No PSUs vested for Morin in 2024 (other NEOs settled in cash at $6.79 10-day VWAP) .
Employment Terms
- Employment Agreement: Base salary CAD $400,000; exclusive service; ability to adjust duties/geography; board consent required for outside directorships .
- Clawback policy compliant with NYSE Listing Standard 303A.14; policy prohibits speculative trading and pledging .
- Share ownership guidelines and retention requirement until compliant (net shares from vestings/exercises retained) .
- Severance & Change-of-Control Economics (estimated if event occurred Dec 31, 2024):
- Termination without Cause or Resignation for Good Reason: Cash severance $886,031; no equity acceleration .
- Change in Control (single-trigger): Equity acceleration (PSUs/RSUs) $2,488,718; no cash .
- Termination without Cause or Resignation for Good Reason following Corporate Transaction (double-trigger): Cash $886,031 + Equity $2,488,718 = Total $3,374,749 .
- Equity acceleration calculated at $7.23 closing price (12/31/2024); PSUs assumed at 1.0x factor for estimate .
- No tax gross-ups in new executive agreements (CEO-only legacy gross-up noted) .
Investment Implications
- Strong pay-for-performance alignment: 80% of equity as PSUs tied to relative TSR, FCF, and strategic execution, with multi-tranche vesting through 2026; the 2022 PSU paid at 1.75x, evidencing above-target outcomes in key areas .
- Moderate retention protection and potential equity overhang: Double-trigger change-in-control payout of ~$3.37mm (including accelerated equity) suggests retention is supported without excessive cash guarantees; pending RSU/PSU tranches and option vesting through 2026 could create periodic settlement-related selling pressure, though pledging/hedging is prohibited .
- Skin-in-the-game is present but not large: Direct/near-term beneficial ownership is ~30K shares (<1%), with material alignment via unvested equity and ownership guideline compliance (“on track”) which mandates share retention until thresholds are met .
- Performance risk levers to monitor: Delivery against adjusted EBITDA, FCF, reserves replacement, and exploration IP30 success directly influences bonus/PSU outcomes; misses could compress payouts, affecting realized compensation and signaling execution risk for operations led by the COO .