Sondra Scott
GRAN TIERRA ENERGYAbout Sondra Scott
Independent director of Gran Tierra Energy Inc. since September 2017; age 58. Scott is a seasoned energy and risk analytics executive, currently CEO of RetailStat (since 2022), with prior leadership roles at ADEC Innovations (CEO U.S. & Europe), Verisk Financial (COO, joined 2020), Verisk Maplecroft (President, 2015–2020), and Wood Mackenzie (various roles over ~13 years). She holds an MS in Petroleum Engineering and Economics (joint program with University of Pennsylvania and Institut Français du Pétrole) and a BA in Economics and Earth Sciences from Wesleyan University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RetailStat | Chief Executive Officer | Since 2022 | Leads retail data and analytics services; scale-up leadership |
| ADEC Innovations | CEO, U.S. & Europe | Former (dates not disclosed) | Led ESG information and consulting services across U.S. & Europe |
| Verisk Financial | Chief Operating Officer | Joined 2020 | Led global operations supporting portfolio, bankruptcy, fraud, spend solutions |
| Verisk Maplecroft | President | Jun 2015 – Feb 2020 | Led global risk analytics; macro energy economics and risk |
| Wood Mackenzie | Head of Global Markets; prior energy consulting roles | ~13 years (dates not disclosed) | Led macro energy economics; grew consultancy practices across geographies |
External Roles
| Category | Organization | Role | Notes |
|---|---|---|---|
| Public company boards | None | — | No current public company directorships |
| Private company/executive | RetailStat | CEO | Current operating role |
Board Governance
- Independence: Affirmatively determined independent under NYSE American; serves on independent committees .
- Committee assignments and chair roles:
- Nominating & Corporate Governance Committee – Chair
- Health, Safety & Environment Committee – Member
- Reserves Committee – Member
- Attendance and engagement:
- Board meetings held: 9; Scott attendance: 9/9 (100%)
- HSE meetings held: 4; Scott attendance: 4/4 (100%)
- Nominating meetings held: 3; Scott attendance: 3/3 (100%)
- Reserves meetings held: 2; Scott attendance: 2/2 (100%)
- Shareholder support: 94.4% approval at 2024 annual meeting for her re-election .
- Board-level practices supportive of investor confidence: Independent Board Chair; 8 of 9 directors independent; majority voting with resignation policy; 100% independent committees; regular executive sessions; clawback policy; prohibition on hedging/pledging; no poison pill .
Committee Overview (2024)
| Committee | Role | Meetings Held (2024) | Scott Attendance |
|---|---|---|---|
| Board of Directors | Independent Director | 9 | 9/9 (100%) |
| Nominating & Corporate Governance | Chair | 3 | 3/3 (100%) |
| Health, Safety & Environment | Member | 4 | 4/4 (100%) |
| Reserves | Member | 2 | 2/2 (100%) |
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $188,850 | Board/committee retainers (paid in CAD, reported in USD); Scott elected cash; no DSUs/options in 2024 |
| Stock awards (DSUs/RSUs) | — | No equity retainer recorded in 2024 table |
| Stock options | — | No director option award in 2024 |
| All other compensation (travel) | $2,085 | Travel fee for >3 hours per meeting |
| Total | $190,935 | Sum of components |
| Program reference | — | 2024 director compensation structure: Board member cash retainer $38,222; equity retainer $111,538; Nominating Chair $20,848; committee membership $10,424 each; travel $1,042 (CAD converted to USD at 1.4390) |
Performance Compensation (Director)
| Equity/Policy | Detail | Vesting/Terms | Status |
|---|---|---|---|
| DSUs outstanding | 75,579 units | Vest immediately; settled upon ceasing directorship; paid in cash or shares at Board discretion | Held; fully vested |
| Director stock ownership guideline | 3x annual cash retainer (Non-Exec: 3 × $38,222 = $114,665) | 5-year compliance window from board entry | All directors met requirements by 12/31/2024 |
| Hedging/pledging policy | Prohibited (shorts, options, hedging, margining, pledging) | Ongoing | In force |
| Equity retainer mechanics | Equity portion must be in DSUs/RSUs/options until guideline met; options up to 25% of equity retainer; options vest immediately and expire after 5 years | Annual | Program terms disclosed |
Note: Director equity is not tied to operational performance metrics; DSUs/RSUs align value to share price and are at-risk. No director-specific performance metrics disclosed .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|
| None | — | — | No public company board interlocks disclosed |
Expertise & Qualifications
- Energy industry executive experience; international exposure across U.S., U.K., Latin America; strategy and risk management; information technology; HSE issues; board experience; finance and capital markets literacy; M&A; governance/legal; strategic planning .
- Education: MS (Petroleum Engineering & Economics, UPenn/IFP), BA (Economics & Earth Sciences, Wesleyan) .
Equity Ownership
| Holding Type | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Common stock | 0 | — | No direct common shares reported |
| Shares acquirable within 60 days (stock awards/options) | 75,579 | <1% (*) | Reflects vested director equity awards counted for beneficial ownership |
| Total beneficially owned | 75,579 | <1% (*) | As of March 6, 2025 |
| DSUs outstanding detail | 75,579 | — | Vested; payable at separation |
| Pledging as collateral | Prohibited by policy | — | Alignment-positive constraint |
(*) Based on 35,888,773 shares outstanding as of March 6, 2025 .
Governance Assessment
-
Strengths
- Independent director with 100% attendance across Board and all assigned committees; active chair of Nominating & Corporate Governance—strong engagement signal .
- Deep risk analytics and energy market expertise; skills matrix indicates broad coverage across risk, strategy, governance, and HSE—valuable for oversight in E&P context .
- Alignment mechanisms: DSUs held; compliance with director ownership guidelines; robust anti-hedging/pledging policy; independent committees; majority voting standard .
- No related-party transactions in 2024 requiring exception; indemnity agreements standard for directors .
-
Watch items
- External operating role (CEO of RetailStat) creates potential time-commitment risk; mitigated by 100% attendance in 2024 .
- 2024 director compensation table shows no equity grant for Scott despite program’s equity retainer framework; ownership guideline met and DSUs outstanding, but investors may monitor year-over-year equity mix for ongoing alignment .
-
Shareholder sentiment
- Company-wide say-on-pay support at ~89.48% in 2024 suggests broad investor acceptance of compensation governance; not director-specific but a positive governance indicator .
Related-Party & Conflicts Check
- Policy: Audit Committee reviews and recommends approval/disapproval of related-person transactions over $120,000; referrals to CEO and full Board if material .
- 2024 disclosure: No related-party transactions outside procedures; standard indemnity agreements for directors .