PROXY STATEMENT SUMMARY

Corporate Governance

We are committed to good corporate governance practices, which promote the long-term interests of our stockholders and strengthens our Board and management accountability.

Highlights of our corporate governance practices include the following:

~~Independent Chairman~~

✓

Independent Board Chair

✓

8 of 9 director nominees are independent

✓

Annual elections of all directors

✓

Majority voting for directors with resignation policy

✓

100% independent Committee members

✓

Annual self-evaluation of the Board and Committees

✓

Stock ownership guidelines for directors and officers

✓

No Tax Gross-Up provisions in any new executive agreements (currently only applies to Chief Executive Officer in order to be equalized to Canadian colleagues)

	✓		Policy prohibiting speculative trading of the Company’s stock
~~Annual elections of the entire Board~~

✓

Limited trading windows

	✓		Clawback policy
~~Majority voting for directors with resignation policy~~

	✓		Stockholders may call special meetings of stockholders
~~100% independent Committee members~~

	✓		No stockholder rights (“poison pill”) or similar plan
~~Annual self-evaluation of the Board~~

	✓		Regular executive sessions of independent directors
~~Stock ownership guidelines for directors and officers~~

	✓		Stockholders have the right to fill director vacancies caused by director removal
~~No Tax Gross-Up provisions in any new executive agreements (currently only applies to Chief Executive Officer in order to be equalized to Canadian colleagues)~~

Executive Compensation Highlights

Our compensation philosophy and programs are based on the following core principles:

•

attract and retain highly capable individuals and offer competitive compensation opportunities,

•

pay for performance, and

~~Executive compensation highlights~~

~~Our compensation philosophy and programs are based on the following core principles:~~

●

~~attract and retain highly capable individuals and offer competitive compensation opportunities,~~

●

~~pay for performance, and~~

●

~~align the interests of management with our stockholders.~~

•

~~Our equity compensation program is designed to be aligned with~~align the interests of management with our ~~stockholders and focus on pay-for-performance.~~ stockholders.

Our equity compensation program is designed to be aligned with the interests of our stockholders and focus on pay-for-performance:

•

The majority of ~~2017~~2022 executive compensation is considered to be “at risk” because its value is based on specific performance criteria and/or stock price appreciation and payout is not guaranteed.

•

In ~~2017,~~2022, 80% of the value of equity awards granted to the Named Executive Officers (“NEOs”) consisted of performance share units (“PSUs”) and 20% consisted of stock options. ~~Base salaries for NEOs remained unchanged in 2017 from 2016 levels.~~

The following shows the breakdown of 2017 target total direct compensation opportunity for our Chief Executive Officer and Chief Financial Officer consisting of long-term equity awards, annual cash bonus and fixed base salary.

~~Further discussion of how our Company performance in 2017 impacted our Short-Term Incentive (“STIP”) and Long-Term Incentive Plan (“LTIP”) payouts can be found on pages 48 and 51 respectively.~~

~~QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2018 ANNUAL MEETING~~

~~Why am I receiving these materials?~~

We are sending you these proxy materials because the Board of Directors (the “Board”) of Gran Tierra Energy Inc., a Delaware corporation (“Gran Tierra” or the “Company”), is soliciting your proxy to vote at the 2018 annual meeting of stockholders, including at any adjournments or postponements of the annual meeting. You are invited to attend the annual meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the annual meeting to vote your shares. Instead, if you are a stockholder of record of our common stock, you may simply complete, sign and return the proxy card, or follow the instructions below to submit your proxy over the telephone or through the internet. See “How do I vote” below for further information on how to vote, including if you hold our common stock through a broker in “street name” or hold exchangeable shares.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. We are sending to our stockholders of record the proxy materials, including this proxy statement and an annual report, or a Notice Regarding the Availability of Proxy Materials (the “Notice”). We intend that our stockholders who hold their stock in “street name” will receive a Notice from their broker, bank or other agent in which they hold the stock in “street name,” unless they have specified otherwise. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the proxy materials and Notice beginning on March 21, 2018, to all stockholders of record entitled to vote at the annual meeting. We expect that the Notice will be sent to stockholders who hold their stock in “street name” on or about this same date.

~~How do I attend the annual meeting?~~

The meeting will be held on Wednesday, May 2, 2018, at 11:00 a.m. (Mountain time) at Centennial Place, 3rd Floor, West Tower, 250 - 5 Street SW, Calgary, Alberta, Canada T2P 0R4. Directions to the annual meeting may be found at http://www.grantierra.com/investor- relations/2018-annual-meeting.html. Information on how to vote in person at the annual meeting is discussed below.

~~Who can vote at the annual meeting?~~

Only stockholders of record at the close of business on March 12, 2018, will be entitled to vote at the annual meeting. On this record date, there were 385,394,642 shares of common stock outstanding and entitled to vote, one share of Special A Voting Stock, and one share of Special B Voting Stock. On the record date, the one share of Special A Voting Stock was entitled to 1,688,889 votes, which equals the number of shares of common stock issuable upon exchange of exchangeable shares of Gran Tierra Goldstrike Inc. that were issued in connection with the transaction between the former stockholders of Gran Tierra Energy Inc., an Alberta corporation, and Goldstrike, Inc. (the “Goldstrike Exchangeable Shares”). On the record date, the one share of Special B Voting Stock was entitled to 4,219,176 votes, which equals the number of shares of common stock issuable upon exchange of exchangeable shares of Gran Tierra Exchangeco Inc. that were issued in connection with the transaction between the former stockholders of Solana Resources Limited, an Alberta corporation (“Solana”), and Gran Tierra (the “Solana Exchangeable Shares,” and together with the Goldstrike Exchangeable Shares, the “Exchangeable Shares”).

~~Stockholders of Record: Shares Registered in Your Name~~

If at the close of business on March 12, 2018, your shares were registered directly in your name with Gran Tierra’s transfer agent, Computershare Investor Services, then you are a stockholder of record. As a stockholder of record, you may vote in person at the annual meeting or vote by proxy. Whether or not you plan to attend the annual meeting, we urge you to fill out and return the proxy or vote by proxy by telephone or on the internet as instructed below to ensure your vote is counted.

~~Beneficial Owner: Shares Registered in the Name of a Broker or Bank~~

If at the close of business on March 12, 2018, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice, and/or these proxy materials if you have received them, are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the annual meeting unless you request and obtain a valid proxy from your broker or other agent.

~~Stockholders Holding Exchangeable Shares~~

Holders of Goldstrike Exchangeable Shares are receiving these proxy materials which relate solely to the annual meeting of Gran Tierra and are being delivered in accordance with the provisions of the Goldstrike Exchangeable Shares and the Voting Exchange and Support Agreement dated November 10, 2005, (the “Goldstrike Voting Exchange Agreement”) among Goldstrike Inc., 1203647 Alberta Inc., Gran Tierra Goldstrike Inc. and Olympia Trust Company (the “Goldstrike Trustee”). The Goldstrike Exchangeable Shares are the economic equivalent to the shares of common stock of Gran Tierra. In accordance with the Goldstrike Voting Exchange Agreement, holders of Goldstrike Exchangeable Shares are entitled to instruct the Goldstrike Trustee as to how to vote their Goldstrike Exchangeable Shares. The Goldstrike Trustee holds the one outstanding share of our Special A Voting Stock, which is entitled to as many votes as there are outstanding Goldstrike Exchangeable Shares on the record date, and may only vote the one share of Special A Voting Stock as directed by the holders of Goldstrike Exchangeable Shares. Holders of Goldstrike Exchangeable Shares who do not hold their Goldstrike Exchangeable Shares in their own name are not entitled to instruct the Goldstrike Trustee as to how to exercise voting rights at the annual meeting. Only holders of Goldstrike Exchangeable Shares whose names appear on the records of Gran Tierra Goldstrike Inc. as the registered holders of Goldstrike Exchangeable Shares are entitled to instruct the Goldstrike Trustee as to how to exercise voting rights in respect of their Goldstrike Exchangeable Shares at the annual meeting. Holders of Goldstrike Exchangeable Shares may also obtain a proxy from the Goldstrike Trustee to vote their Goldstrike Exchangeable Shares at the annual meeting. Holders of Goldstrike Exchangeable Shares should follow the instructions sent to them by the Goldstrike Trustee in order to exercise their voting rights.

Holders of Solana Exchangeable Shares are receiving these proxy materials which relate solely to the annual meeting of Gran Tierra and are being delivered in accordance with the provisions of the Solana Exchangeable Shares and the Voting and Exchange Trust Agreement dated November 14, 2008, (the “Solana Voting Exchange Agreement”) among Gran Tierra, Gran Tierra Exchangeco Inc. and Computershare Trust Company of Canada (the “Solana Trustee”). The Solana Exchangeable Shares are the economic equivalent to the shares of common stock of Gran Tierra. In accordance with the Solana Voting Exchange Agreement, holders of Solana Exchangeable Shares are entitled to instruct the Solana Trustee as to how to vote their Solana Exchangeable Shares. The Solana Trustee holds the one outstanding share of our Special B Voting Stock, which is entitled to as many votes as there are outstanding Solana Exchangeable Shares on the record date, and may only vote the one share of Special B Voting Stock as directed by the holders of Solana Exchangeable Shares. Holders of Solana Exchangeable Shares who do not hold their Solana Exchangeable Shares in their own name are not entitled to instruct the Solana Trustee as to how to exercise voting rights at the annual meeting. Only holders of Solana Exchangeable Shares whose names appear on the records of Gran Tierra Exchangeco Inc. as the registered holders of Solana Exchangeable Shares are entitled to instruct the Solana Trustee as to how to exercise voting rights in respect of their Solana Exchangeable Shares at the annual meeting. Holders of Solana Exchangeable Shares may also obtain a proxy from the Solana Trustee to vote their Solana Exchangeable Shares at the annual meeting. Holders of Solana Exchangeable Shares should follow the instructions sent to them by the Solana Trustee in order to exercise their voting rights.

If at the close of business on March 12, 2018, your Exchangeable Shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice, and these proxy materials if you have received them, are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of instructing your trustee as to how to vote your Exchangeable Shares. As a beneficial owner, you have the right to direct your broker or other agent regarding how to instruct your trustee as to how to vote your Exchangeable Shares.

~~What am I voting on?~~

~~There are three matters scheduled for a vote:~~

~~Election of eight nominees named in the proxy statement to serve on the Board until the next annual meeting and until their respective successors are duly elected and qualified;~~

~~Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for 2018; and~~

~~Approval, on an advisory basis, of the compensation of Gran Tierra’s named executive officers, as disclosed in this proxy statement.~~

•

~~What if another matter~~The target for total compensation is ~~properly brought before~~approximately the 50^th percentile as compared to the Company’s compensation peer group.



Gran Tierra Energy 2023 Proxy Statement		3

Questions and Answers About the Proxy Materials and 2023 Annual Meeting

Why am I receiving these materials?

We are sending you these proxy materials because the Board of Directors (the “Board”) of Gran Tierra Energy Inc., a Delaware corporation (“Gran Tierra” or the “Company”), is soliciting your proxy to vote at the 2023 annual meeting of stockholders, including at any adjournments or postponements of the annual meeting. You are invited to attend the annual meeting, which is being held in a virtual-only format by way of webcast accessed at https://web.lumiagm.com/251955864, to vote on the proposals described in this proxy statement. However, you do not need to attend the annual meeting to vote your shares. Instead, if you are a stockholder of record of our common stock, you may simply complete, sign and return the proxy card if you received a paper copy of our proxy materials, or follow the instructions below to submit your proxy through the internet. See “How do I vote” below for further information on how to vote, including if you hold our common stock through a broker in “street name” or hold exchangeable shares.

We intend to mail the proxy materials and Notice beginning on March 24, 2023 to all stockholders of record entitled to vote at the annual meeting. We expect that the Notice will be sent to stockholders who hold their stock in “street name” on or about this same date.

How do I attend the annual meeting?

The annual meeting will be held on Wednesday, May 3, 2023, at 10:00 a.m. (Mountain time) and will be held solely by remote communication, in a virtual-only format.

Instructions to Attend Online Meeting

•

Log in online at https://web.lumiagm.com/251955864. The ~~Board knows of no other matters~~Meeting ID is 251-955-864. We recommend that ~~will be presented for consideration at the annual meeting. If any other matters are properly brought~~you log in 15 minutes before the annual meeting ~~it is~~starts.

•

Enter the ~~intention~~control number found on the form of proxy or Notice, as applicable, into the ~~persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.~~Shareholder login section.

•

~~How do I vote?~~Enter the password: grantierra23

~~You may either vote “For” or “Against” or abstain from voting with respect to each nominee to the Board and each of the other matters to be voted on.~~

~~Stockholders of Record: Shares Registered in Your Name~~

•

If you are a proxyholder, enter the credentials provided by Odyssey Trust Company

•

If you are a guest, complete the Guest login information.

Who can vote at the annual meeting?

Only stockholders of record at the close of business on March 7, 2023, will be entitled to vote at the annual meeting. On this record date, there were 344,613,741 shares of common stock outstanding and entitled to vote.

A list of stockholders of record will be made available for ten days before the annual meeting at the Company’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the annual meeting and during the meeting to stockholders upon request via email to: info@grantierra.com, subject to satisfactory verification of status as a stockholder of record.

Stockholders of Record: Shares Registered in Your Name

If at the close of business on March 7, 2023, your shares were registered directly in your name with Gran Tierra’s transfer agent, Odyssey Trust Company, then you are a stockholder of record. Registered stockholders will receive a proxy form containing the relevant details concerning the business of the meeting, including a control number required to access the virtual annual meeting.



4		Gran Tierra Energy 2023 Proxy Statement

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2023 ANNUAL MEETING

Whether or not you plan to attend the annual meeting, we urge you to fill out and return the proxy or vote by proxy by telephone or on the internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If at the close of business on March 7, 2023, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice, and/or these proxy materials if you have received them, are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote your shares electronically or submit questions at the annual meeting unless you request and obtain a valid proxy from your broker or other agent. See “How Do I Vote? - Beneficial Owner: Shares Registered in the Name of Broker or Bank” below for additional information about attending and participating in the annual meeting.

What am I voting on?

There are four matters scheduled for a vote:

1.	Election of ~~record, you may vote~~nine nominees named in ~~person~~the proxy statement to serve on the Board until the next annual meeting and until their respective successors are duly elected and qualified;

2.	Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for 2023;

3.	Approval, on an advisory basis, of the compensation of Gran Tierra’s named executive officers, as disclosed in this proxy statement; and

4.	Approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Common Stock at a reverse stock split ratio of 1-for-10.

What if another matter is properly brought before the annual meeting?

The Board knows of no other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the annual meeting or any adjournment or postponement thereof, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

Will I be able to submit questions during the virtual annual meeting?

Stockholders will be able to submit questions through the virtual meeting website. Questions pertinent to meeting matters that comply with the meeting rules of conduct will be answered during the meeting, subject to time constraints. However, we reserve the right to exclude questions that are not pertinent to meeting matters, irrelevant to the business of the Company, derogatory or in bad taste, or relate to pending or threatened litigation, personal grievances or are otherwise inappropriate. Questions that are substantially similar may be grouped and answered once to avoid repetition.

How do I vote?

You may either vote “For” or “Against” or abstain from voting with respect to each nominee to the Board and each of the other matters to be voted on.

Stockholders of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote electronically at the annual meeting, vote by proxy on the internet ~~or by telephone,~~ or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the annual meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the annual meeting and vote electronically even if you have already voted by proxy.

•

To vote electronically during the meeting, once you have logged into the annual meeting, you will be able to vote your shares electronically by clicking on the “Cast Your Vote” link on the meeting center site. It is important that you remain connected to the internet at all times during the annual meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the annual meeting.



Gran Tierra Energy 2023 Proxy Statement		5

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2023 ANNUAL MEETING

•

To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us by 10:00 a.m. (Mountain time) on May 1, 2023, we will vote your shares as you direct.

To vote on the internet, go to https://login.odysseytrust.com/pxlogin and follow the on-screen instructions. You will need the control number located on the Notice or Form of Proxy to access the voting site. Your internet vote must be received by 10:00 a.m. (Mountain time) on May 1, 2023, to be counted. The Chair of the Meeting reserves the right to accept late proxies and may waive or extend the proxy cut-off, with or without notice, but is under no obligation to accept or reject any particular late proxy.

We provide the option for internet proxy voting to allow you to vote your shares, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions, or these proxy materials and an annual report and form of proxy, from that organization rather than from Gran Tierra. Simply follow the voting instructions you receive from your broker, bank, or other agent to ensure that your vote is counted. If you have received these proxy materials and voting instructions therein, simply complete and mail the voting instructions to ensure that your vote is counted. Alternatively, if permitted by your broker or bank, you may vote by telephone or on the internet as instructed by your broker, bank or other agent. To vote electronically during the annual meeting, you must obtain a valid proxy from your broker, bank, or other agent and appoint yourself as a proxyholder. Follow the instructions from your broker, bank, or other agent included with these proxy materials, or contact your broker, bank, or other agent to request a proxy form. In addition you must also register your appointment (of your broker or other agent) by emailing appointee@odysseytrust.com no later than the voting deadline and provide Odyssey with your name, email, number of shares appointed and name of your broker or other agent where shares are held, so that Odyssey may email the appointee their control number.

The Corporation may utilize the Broadridge QuickVote^™ system, which involves NOBOs being contacted by Kingsdale, which is soliciting proxies on behalf of Management, to obtain voting instructions over the telephone and relaying them to Broadridge (on behalf of the NOBO’s Intermediary). While representatives of Kingsdale are soliciting proxies on behalf of Management, Shareholders are not required to vote in the manner recommended by the Board of Directors. The QuickVoteTM system is intended to assist Shareholders in placing their votes, however, there is no obligation for any Shareholders to vote using the QuickVoteTM system, and Shareholders may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this Circular. Any voting instructions provided by a Shareholder will be recorded and such Shareholder will receive a letter from Broadridge (on behalf of the Shareholder’s Intermediary) as confirmation that their voting instructions have been accepted.

Shareholders who have any questions should contact the Company’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-855-476-7987 (toll-free within North America) or 1-416-867-2272 (collect call outside North America) or by e-mail at contactus@kingsdaleadvisors.com.

A shareholder has the right to appoint a person or entity (who need not be a shareholder) to attend and act for him/her on his/her behalf at the meeting other than the persons named in the enclosed instrument of Proxy. Shareholders who wish to appoint a third party proxyholder to represent them at the online meeting must submit their proxy or voting instruction form (if applicable) prior to registering your proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the meeting. To register a proxyholder, shareholders MUST email appointee@odysseytrust.com and provide Odyssey Trust Company with their proxyholder’s contact information, including email address of appointee, amount of shares appointed and the name of broker or other agent where shares are held, so that Odyssey Trust Company may provide the proxyholder with a control number via email. Requests for registration must be received by Odyssey Trust Company no later than 10:00 a.m. (Mountain Time), on Monday, May 1, 2023. You will receive a confirmation of your registration by email after Odyssey Trust Company receives your registration materials. At the time of the meeting, go to https://web.lumiagm.com/251955864 and enter your control number and the meeting password, grantierra23.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of March 7, 2023. Cumulative voting is not permitted.



6		Gran Tierra Energy 2023 Proxy Statement

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2023 ANNUAL MEETING

What if I return a proxy card or otherwise vote but do not make specific choices?

Stockholder of Record; Shares Registered in Your Name

If you are a holder of record and return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all nine nominees for director, “For” the ratification of the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023, “For” the advisory vote to approve named executive officer compensation, and “For” the approval of the amendment to the certificate of incorporation to effect the reverse share split. If any other matter is properly presented at the annual meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Beneficial Owner; Shares Registered in the Name of a Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, and you do not provide the broker or other nominee that holds your shares with voting instructions, your broker or other nominee is not permitted to vote on certain proposals and may elect not to vote on any of the other proposals unless you provide voting instructions. See “What are ‘broker non-votes’?” below. We encourage you to provide voting instructions to the organization that holds your shares to ensure that your vote is counted on all four proposals.

What happens if I do not vote?

Stockholder of Record; Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card, over the internet or virtually at the annual meeting, your shares will not be voted.

Beneficial Owner; Shares Registered in the Name of a Broker or Bank

If you hold your shares in “street name,” you will receive instructions from your broker, bank or other nominee describing how to vote your shares. If you do not instruct your broker, bank or other nominee how to vote your shares, they are not permitted to vote on certain proposals and may elect not to vote on any of the other proposals unless you provide voting instructions. See “What are ‘broker non-votes’?” below.

Abstentions occur when stockholders are present at the annual meeting but voluntarily abstain on any of the matters upon which the stockholders are voting.

Who is paying for this proxy solicitation?

We have retained Kingsdale Advisors to help us with this process, at an estimated cost of $55,000. We pay the costs associated with soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice or more than one set of proxy materials?

If you receive more than one Notice or more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices or the instructions on the proxy cards in the proxy materials to ensure that all of your shares are voted.



Gran Tierra Energy 2023 Proxy Statement		7

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2023 ANNUAL MEETING

Can I change my vote after submitting my proxy?

Stockholder of Record; Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the annual meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•

You may submit another properly completed proxy card with a later date, or vote again on the internet;

•

You may send a timely written notice that you are revoking your proxy to Gran Tierra’s Corporate Secretary at 500 Centre Street S.E., Calgary, Alberta, Canada T2G 1A6; or

•

You may attend the annual meeting and vote ~~in person even if you have already voted by proxy.~~

●

~~To vote in person, come to the annual meeting and we will give you a ballot when you arrive.~~

●

To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us by 11:00 a.m. (Mountain time) on April 30, 2018, we will vote your shares as you direct.

●

To vote over the telephone, dial 1-800-652-VOTE (8683) using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice or proxy card. Your telephone vote must be received by 11:00 a.m. (Mountain time) on April 30, 2018, to be counted.

●

To vote on the internet, go to http://www.investorvote.com/GTE to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice or proxy card. Your internet vote must be received by 11:00 a.m. (Mountain time) on April 30, 2018, to be counted.

~~Beneficial Owner: Shares Registered in the Name of Broker or Bank~~

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions, or these proxy materials and an annual report and form of proxy, from that organization rather than from Gran Tierra.virtually. Simply follow the voting instructions you receive from your broker, bank, or other agent to ensure that your vote is counted. If you have received these proxy materials and voting instructions therein, simply complete and mail the voting instructions to ensure that your vote is counted. Alternatively, if permitted by your broker or bank, you may vote by telephone or on the internet as instructed by your broker, bank or other agent. To vote in person atattending the annual meeting ~~you must obtain a valid proxy from~~will not, by itself, revoke your ~~broker, bank, or other agent. Follow the instructions from your broker, bank, or other agent included with these proxy materials, or contact your broker, bank, or other agent to request a proxy form.~~proxy.

Your most current proxy card or telephone or internet proxy is the one that is counted and must be received by 10:00 a.m. (Mountain time) on May 1, 2023, to be counted. The Chair of the Meeting reserves the right to accept late proxies and may waive or extend the proxy cut-off, with or without notice, but is under no obligation to accept or reject any particular late proxy.

Beneficial Owner; Shares Registered in the Name of a Broker or Bank

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

When are stockholder proposals due for next year’s annual meeting?

Stockholders who desire to present proposals at the 2024 annual meeting of stockholders and to have proposals included in our proxy materials pursuant to Rule 14a-8 under the Exchange Act must submit their proposals to us at our principal executive offices (to the Corporate Secretary at 500 Centre Street S.E., Calgary, Alberta, Canada T2G 1A6), not later than the close of business on November 24, 2023. If the date of the 2024 annual meeting is changed by more than 30 days from the date of the 2023 annual meeting, the deadline for submitting proposals is a reasonable time before we begin to print and mail the proxy materials for our 2024 annual meeting.

Our Bylaws provide that stockholders may nominate persons for election to the Board of Directors or bring any other business before the stockholders at the 2024 annual meeting only by sending to our Corporate Secretary a notice containing the information required by our Bylaws. Notice to us must be made not less than 30 or more than 65 days prior to the date of the annual meeting; provided, however, that if the annual meeting is to be held on a date that is less than 50 days after the date on which the public announcement of the date of the annual meeting was made by Gran Tierra, notice may be made not later than the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by Gran Tierra. Detailed information about how to make stockholder proposals or nominations for our annual meetings of stockholders can be found in our Bylaws. In addition to satisfying the deadlines in the advance notice provisions of our Bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 to the Corporate Secretary no later than March 4, 2024.

How are votes counted?

Votes will be counted by the inspector of election appointed for the annual meeting, who will separately count, for the proposal to elect directors and the other proposals, votes “For,” “Against,” abstentions and, if applicable, broker non-votes. Broker non-votes have no effect and will not be counted towards the vote total for any proposal.

What are “broker non-votes”?

When a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters, brokers may in some cases vote the shares in their discretion, but are not permitted to vote on certain proposals and may elect not to vote on any of the other proposals unless you provide voting instructions. If you do not provide voting instructions and the broker elects to vote your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the broker does not vote. Abstentions occur when you provide voting instructions but instruct the broker to abstain from voting on a particular matter instead of voting for or against the matter.


	6

~~Beneficial Owner: Exchangeable Shares~~

Gran Tierra Energy 2023 Proxy Statement

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2023 ANNUAL MEETING

How many votes are needed to approve each proposal?

If you are a holder of Goldstrike Exchangeable Shares, you should have received a voting instruction form with these proxy materials from the Goldstrike Trustee, which is the holder of the one share of Special A Voting Stock. Follow the instructions from the Goldstrike Trustee, or contact the Goldstrike Trustee for further information. Instruments of proxy must be received by Computershare Trust Company of Canada, Attention: Manager, Corporate Trust, 600, 530 - 8th Avenue S.W., Calgary, Alberta, Canada T2P 3S8, by 11:00 a.m. (Mountain Time) on April 30, 2018, or not less than 48 hours before the time of any adjournment(s) of the annual meeting. Follow the directions on the voting instruction form, which includes how voting instructions may be sent by facsimile transmission.

If you are a holder of record of Solana Exchangeable Shares, you should have received a voting instruction form with these proxy materials from the Solana Trustee, which is the holder of the one share of Special B Voting Stock. Follow the instructions from the Solana Trustee, or contact the Solana Trustee for further information. Instruments of proxy must be received by Computershare Trust Company of Canada, Attention: Manager, Corporate Trust, 600, 530 - 8th Avenue S.W., Calgary, Alberta, Canada T2P 3S8 by 11:00 a.m. (Mountain Time) on April 30, 2018, or not less than 48 hours before the time of any adjournment(s) of the annual meeting. Follow the directions on the voting instruction form.

If you are a beneficial owner of Exchangeable Shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions from that organization rather than from Gran Tierra. Simply follow the voting instructions in the Notice to ensure that your vote is counted.

We provide telephone and internet proxy voting to allow you to vote your shares, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your telephone or internet access, such as usage charges from internet access providers and telephone companies.

~~How many votes do I have?~~

On each matter to be voted upon, you have one vote for each share of common stock you own as of March 12, 2018. In addition, you have one vote for each Exchangeable Share held as of March 12, 2018, which are represented by the one share of Special A Voting Stock and one share of Special B Voting Stock of Gran Tierra, as applicable. Holders of Goldstrike Exchangeable Shares should follow the instructions sent to them by the Goldstrike Trustee and holders of Solana Exchangeable Shares should follow the instructions sent to them by the Solana Trustee in order to exercise their respective voting rights. Cumulative voting is not permitted.

~~What if I return a proxy card or otherwise vote but do not make specific choices?~~

~~Stockholder of Record; Shares Registered in Your Name~~

If you are a holder of record and return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all eight nominees for director, “For” the ratification of the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2018, and “For” the advisory vote to approve named executive officer compensation. If any other matter is properly presented at the annual meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

~~Beneficial Owner; Shares Registered in the Name of a Broker or Bank~~

If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, and you do not provide the broker or other nominee that holds your shares with voting instructions, your broker or other nominee may not vote your shares on any proposal other than the ratification of the selection of KPMG LLP as our independent registered public accounting firm at the annual meeting. See “What are ‘broker non-votes’?” below. We encourage you to provide voting instructions to the organization that holds your shares to ensure that your vote is counted on all three proposals.

~~Holder of Exchangeable Shares~~

If you are a holder of Exchangeable Shares and you do not return a properly filled out voting election, or if you return a signed and dated voting election without marking voting selections, your shares will not be voted.

~~What happens if I do not vote?~~

~~Stockholder of Record; Shares Registered in Your Name~~

~~If you are a stockholder of record and do not vote by completing your proxy card, by telephone, over the internet or in person at the annual meeting, your shares will not be voted.~~

~~Beneficial Owner; Shares Registered in the Name of a Broker or Bank~~

If you hold your shares in “street name,” you will receive instructions from your broker, bank or other nominee describing how to vote your shares. If you do not instruct your broker, bank or other nominee how to vote your shares, they may vote your shares as they decide as to each matter for which they have discretionary authority under the rules of the NYSE American. This year, the only matter with respect to which they may vote your shares without voting instructions is the proposal to ratify the selection of KPMG LLP as our independent registered public accounting firm (Proposal 2).

There are also non-discretionary matters for which brokers, banks and other nominees do not have discretionary authority to vote unless they receive timely instructions from you. When a broker, bank or other nominee does not have discretion to vote on a particular matter and you have not given timely instructions on how the broker, bank or other nominee should vote your shares, a “broker non-vote” results. Although any broker non-vote would be counted as present at the meeting for purposes of determining a quorum, it would be treated as not entitled to vote with respect to non-discretionary matters.

If your shares are held in “street name” and you do not give voting instructions, pursuant to NYSE American Company Guide Section 723, the record holder will not be permitted to vote your shares with respect to Proposals 1 or 3. If your shares are held in “street name” and you do not give voting instructions, the record holder will nevertheless be entitled to vote your shares with respect to Proposal 2.

~~Abstentions occur when stockholders are present at the annual meeting but voluntarily abstain on any of the matters upon which the stockholders are voting.~~

~~Holder of Exchangeable Shares~~

~~Who is paying for this proxy solicitation?~~

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

~~What does it mean if I receive more than one Notice or more than one set of proxy materials?~~

~~Can I change my vote after submitting my proxy?~~

~~Stockholder of Record; Shares Registered in Your Name~~

~~Yes. You can revoke your proxy at any time before the final vote at the annual meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:~~

●

~~You may submit another properly completed proxy card with a later date, or vote again by telephone or on the internet;~~

●

~~You may send a timely written notice that you are revoking your proxy to Gran Tierra’s Corporate Secretary at 900, 520 - 3rd Avenue S.W., Calgary, Alberta, Canada T2P 0R3; or~~

●

~~You may attend the annual meeting and vote in person. Simply attending the annual meeting will not, by itself, revoke your proxy.~~

~~Your most current proxy card or telephone or internet proxy is the one that is counted.~~

~~Beneficial Owner; Shares Registered in the Name of a Broker or Bank~~

~~If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.~~

~~Holder of Exchangeable Shares~~

If you are a holder of Goldstrike Exchangeable Shares, you should follow the instructions provided by the Goldstrike Trustee with respect to the Goldstrike Exchangeable Shares you hold, and if you are a holder of Solana Exchangeable Shares, you should follow the instructions provided by the Solana Trustee with respect to the Solana Exchangeable Shares you hold.

~~When are stockholder proposals due for next year’s annual meeting?~~

Stockholders who desire to present proposals at the 2019 annual meeting of stockholders and to have proposals included in our proxy materials pursuant to Rule 14a-8 under the Exchange Act must submit their proposals to us at our principal executive offices (to the Corporate Secretary at 900, 520 - 3rd Avenue S.W., Calgary, Alberta, Canada T2P 0R3), not later than the close of business on November 21, 2018. If the date of the 2019 annual meeting is changed by more than 30 days from the date of the 2018 annual meeting, the deadline for submitting proposals is a reasonable time before we begin to print and mail the proxy materials for our 2019 annual meeting.

Our Bylaws provide that stockholders may nominate persons for election to the Board of Directors or bring any other business before the stockholders at the 2019 annual meeting only by sending to our Corporate Secretary a notice containing the information required by our Bylaws. Notice to us must be made not less than 30 or more than 65 days prior to the date of the annual meeting; provided, however, that if the annual meeting is to be held on a date that is less than 50 days after the date on which the public announcement of the date of the annual meeting was made by Gran Tierra, notice may be made not later than the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by Gran Tierra. Detailed information about how to make stockholder proposals or nominations for our annual meetings of stockholders can be found in our Bylaws.

~~How are votes counted?~~

~~What are “broker non-votes”?~~

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE American to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

~~How many votes are needed to approve each proposal?~~

●

•

Proposal No. 1, the election of directors: our bylaws provide for a majority voting standard for the election of directors in uncontested elections, which is generally defined as an election in which the number of nominees does not exceed the number of directors to be elected at the meeting. Because this is an uncontested election, each director shall be elected by the vote of a majority of the votes cast at a meeting of stockholders at which a quorum is present. A “majority of the votes cast” means that the number of shares voted “For” a director nominee must exceed the number of votes cast “Against” that director nominee. For these purposes, abstentions and broker non-votes will not count as a vote “For” or “Against” a nominee’s election and will have no effect in determining whether a director nominee has received a majority of the votes cast. If an incumbent director is not elected by a majority of the votes cast, the incumbent director must promptly tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the director’s resignation or whether other action should be taken. The Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results.

●

Proposal No. 2, the ratification of the appointment of KPMG LLP as Gran Tierra’s independent registered public accounting firm for 2018, will be approved if it receives the affirmative vote of shares representing a majority of the votes present in person or represented by proxy at the meeting and entitled to vote on the matter. Abstentions will have the same effect as a vote “Against.” We do not expect that there will be any broker non-votes, as this is a routine matter.

●

Proposal No. 3, the advisory vote to approve named executive officer compensation, as disclosed in this proxy statement, will be approved if it receives the affirmative vote of shares representing a majority of the votes present in person or represented by proxy at the meeting and entitled to vote on the matter. Abstentions will have the same effect as a vote “Against.” Broker non-votes will have no effect.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding outstanding shares of Gran Tierra’s capital stock representing at least a majority of the total number of votes that may be cast at the annual meeting are present at the annual meeting in person or represented by proxy. On the record date, there were 391,302,707 votes that could be cast. Those votes were represented by 385,394,642 shares of common stock outstanding and entitled to vote and 5,908,065 shares of common stock issuable upon exchange of the Exchangeable Shares and therefore entitled to vote through the one share of Special A Voting Stock and one share of Special B Voting Stock. Thus, holders of outstanding shares representing at least 195,651,354 votes must be present in person or represented by proxy at the annual meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the annual meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the Chairman of the annual meeting or the holders of a majority of shares present at the annual meeting in person or represented by proxy must adjourn the annual meeting to another date.

~~How can I find out the results of the voting at the annual meeting?~~

Preliminary voting results will be announced at the annual meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the annual meeting.

~~What proxy materials are available on the internet?~~

~~The notice of meeting, proxy statement and annual report to stockholders are available to view at:~~

~~http://www.edocumentview.com/GTE~~

~~on Gran Tierra’s website at: http://www.grantierra.com~~

~~See “How do I vote?” above for voting instructions.~~

~~CORPORATE GOVERNANCE AND BOARD MATTERS~~

~~PROPOSAL 1:~~

~~ELECTION OF DIRECTORS~~

The Board of Directors is nominating the eight individuals identified below for election as directors. Unless you specify differently, proxies received will be voted FOR Robert B. Hodgins, Peter J. Dey, Gary S. Guidry, Evan Hazell, Ronald W. Royal, Sondra Scott, David P. Smith and Brooke Wade. Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until his or her successor is elected, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed below is currently a director of Gran Tierra. Sondra Scott was appointed to the Board on September 19, 2017 based on the recommendation of the Chief Executive Officer and Nominating and Corporate Governance Committee. It is Gran Tierra’s policy to invite nominees for directors to attend the annual meeting; all of the directors then in office attended the 2017 annual meeting of stockholders.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the eight nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Gran Tierra.

~~THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED BELOW.~~

~~NOMINEES FOR DIRECTOR~~

~~ROBERT B. HODGINS~~

~~Age: 66~~

~~Calgary, Alberta, Canada~~

~~Director since May 2015~~

~~Independent Director~~

~~Shareholder approval rating at the 2017 Gran Tierra annual meeting – 76.8%~~

Mr. Hodgins has been an independent businessman since November 2004. Prior thereto, Mr. Hodgins served as the Chief Financial Officer of Pengrowth Energy Trust (a TSX and NYSE-listed energy trust) from 2002 to 2004. Prior to that, Mr. Hodgins held the position of Vice President and Treasurer of Canadian Pacific Limited (a a Toronto Stock Exchange (“TSX”) and NYSE-listed diversified energy, transportation and hotels company) from 1998 to 2002 and was Chief Financial Officer of TransCanada PipeLines Limited (a TSX and NYSE-listed energy transportation company) from 1993 to 1998. Mr. Hodgins received an Honours Bachelor of Arts in Business from the Richard Ivey School of Business at the University of Western Ontario and received a Chartered Accountant designation and was admitted as a member of the Institute of Chartered Accountants of Ontario in 1977 and Alberta in 1991. Mr. Hodgins is a member of the Institute of Corporate Directors.

Qualifications: Mr. Hodgins’ 30-plus years in the oil and gas industry as an executive and director and his strong reputation in the Canadian business community brings valuable industry and leadership experience to the Board. As a Chartered Accountant and experienced executive in senior financial roles with several Canadian companies, Mr. Hodgins qualifies as one of Gran Tierra’s Audit Committee financial experts.

~~Board and Committee Participation~~	~~Position~~	~~Meetings~~	~~Attendance~~
~~Board of Directors~~	~~Chair~~	~~9/9~~	~~100%~~
~~Audit Committee~~	~~Member~~	~~4/4~~	~~100%~~
~~Compensation Committee~~	~~Member~~	~~3/3~~	~~100%~~
~~Nominating and Corporate Governance Committee~~	~~Member~~	~~2/2~~	~~100%~~

Year Common Shares DSUs Stock Options
2017 10,000 77,899 85,000
2016 10,000 38,045 85,000

~~Other Public Board Directorships~~	~~Committee Position(s)~~⁽¹⁾
~~AltaGas Ltd. (TSX)~~	~~Audit Committee (Chairman)~~ ~~Governance Committee~~
~~EnerPlus Corporation~~	~~Audit & Risk Management Committee (Chair)~~ ~~Corporate Governance & Nominating Committee~~
~~MEG Energy Corp. (TSX)~~	~~Audit Committee (Chairman)~~ ~~Compensation Committee~~

~~(1)~~

The Board of Directors has determined that Mr. Hodgins’ ability to effectively serve on the Company’s Audit Committee is not impaired by his membership on the Audit Committee of the other public boards listed above.

~~PETER J. DEY~~

~~Age: 77~~

~~Toronto, Ontario, Canada~~

~~Director since May 2015~~

~~Independent Director~~

~~Shareholder approval rating at the 2017 Gran Tierra annual meeting – 96.7%~~

~~Board and Committee Participation~~	~~Position~~	~~Meetings~~	~~Attendance~~
~~Board of Directors~~	~~Member~~	~~9/9~~	~~100%~~
~~Nominating and Corporate Governance Committee~~	~~Chair~~	~~2/2~~	~~100%~~
~~Compensation Committee~~	~~Member~~	~~3/3~~	~~100%~~

Mr. Dey has been the Chairman of Paradigm Capital Inc., an investment dealer, since November 2005. Mr. Dey was a Partner of the Toronto law firm Osler, Hoskin & Harcourt LLP, where he specialized in corporate board issues and mergers and acquisitions, from 2001 to 2005, and prior to that from 1985 to 1994 and from 1973 to 1983. From 1994 to 2001, Mr. Dey was Chairman of Morgan Stanley Canada Limited. From 1993 to 1995, Mr. Dey chaired The Toronto Stock Exchange Committee on Corporate Governance in Canada that released the December 1994 report entitled “Where Were the Directors?”, known as the Dey Report. Mr. Dey has also served as Chairman of the Ontario Securities Commission and was Canada’s representative to the Organisation for Economic Co-operation and Development (“OECD”) Task Force that developed the OECD Principles of Corporate Governance released in May of 1999. Mr. Dey attended Queen’s University, where he earned his Bachelor of Science in 1963 and Dalhousie University, where he earned his Bachelor of Laws degree in 1966. He received his Master of Laws degree from Harvard University in 1967.

Qualifications: With more than 40 years of experience dealing with issues of corporate governance ranging from serving on public boards to private practice as a lawyer, Mr. Dey provides significant value to Gran Tierra. His experience as a former director with other public company boards provides significant value to Gran Tierra.

Year Common Shares DSUs Stock Options
2017 20,000 71,120 108,184
2016 20,000 24,253 96,048

~~Other Public Board Directorships~~	~~Committee Position(s)~~
~~None~~

~~GARY S. GUIDRY~~

~~Age: 62~~

~~Calgary, Alberta, Canada~~

~~Director since May 2015~~

~~Non-Independent Director - President and Chief Executive Officer~~

~~Shareholder approval rating at the 2017 Gran Tierra annual meeting – 81.1%~~

~~Board and Committee Participation~~	~~Position~~	~~Meetings~~	~~Attendance~~
~~Board of Directors~~	~~Member~~	~~9/9~~	~~100%~~

Mr. Guidry is a professional engineer and has more than 35 years of experience developing and maximizing assets in the international oil and gas industry. Mr. Guidry has direct experience managing large, international projects, including assets in Latin America, Africa, the Middle-East and Asia. Prior to joining Gran Tierra, Mr. Guidry was the President and Chief Executive Officer of Caracal Energy, a London Stock Exchange listed oil and gas company with operations in Chad, Africa. He held that position from mid-2011 until the company was acquired by Glencore plc for $1.8 billion in mid-2014. In 2014, Mr. Guidry was awarded the Oil Council Executive of the Year award for his leadership role with Caracal. Prior to Caracal, Mr. Guidry was the President and Chief Executive Officer of Orion Oil and Gas (TSX listed), which operated in western Canada from mid-2009 until mid-2011 when it was sold. From May 2005 until December 2008, he was the President and Chief Executive Officer of Tanganyika Oil Company (TSX listed) which operated in Syria and Egypt. Prior to Tanganyika, Mr. Guidry was Chief Executive Officer of Calpine Natural Gas Trust. Mr. Guidry is an Alberta-registered Professional Engineer and a member of the Association of Professional Engineers and Geoscientists. He received a Bachelor of Science in Petroleum Engineering from Texas A&M University in 1980.

Qualifications: Mr. Guidry, as Chief Executive Officer, is responsible for the operations, financial management and implementation of the Company’s strategy. Mr. Guidry’s extensive experience in the oil and gas industry and international operations developed through his experience as a senior executive at several publicly traded companies brings valuable expertise and perspective to the Board.

Year Common Shares RSUs PSUs Stock Options
2017 2,527,000 31,667 638,400 974,700
2016 2,482,000 63,334 312,800 790,500

~~Other Public Board Directorships~~	~~Committee Position(s)~~
~~Africa Oil Corp.~~	~~Audit Committee~~
~~ShaMaran Petroleum Corp.~~⁽¹⁾ ~~(until May 2018)~~	~~Audit Committee~~
~~Sterling Resources Ltd.~~⁽²⁾ ~~(related company)~~

~~(1)~~

~~Mr. Guidry has informed ShaMaran Petroleum Corp. that he will not be standing for re-election at the 2018 annual meeting of ShaMaran Petroleum Corp.~~

~~(2)~~

Sterling Resources Ltd. purchased all of Gran Tierra’s assets in Peru effective December 18, 2017. The Company retains approximately 45.8% of Sterling’s common shares, and has entered into an investor rights agreement whereby the Company has the right, among other things, to nominate two directors to the board of Sterling.

~~EVAN HAZELL~~

~~Age: 59~~

~~Calgary, Alberta, Canada~~

~~Director since June 2015~~

~~Independent Director~~

~~Shareholder approval rating at the 2017 Gran Tierra annual meeting – 99.4%~~

~~Board and Committee Participation~~	~~Position~~	~~Meetings~~	~~Attendance~~
~~Board of Directors~~	~~Member~~	~~9/9~~	~~100%~~
~~Health, Safety and Environment Committee~~	~~Chair~~	~~4/4~~	~~100%~~
~~Reserves Committee~~	~~Member~~	~~3/3~~	~~100%~~

Mr. Hazell has been involved in the global oil and gas industry for over 30 years, initially as a petroleum engineer and then as an investment banker. From 1998 to 2011, Mr. Hazell acted as a managing director at several financial institutions including HSBC Global Investment Bank and RBC Capital Markets. At present he serves as a director of Primavera Resources Corp., Black Swan Energy and Kaisen Energy Corp. Mr. Hazell also serves as a director of a number of non-profit and community organizations including Calgary Municipal Land Corporation, Social Venture Partners Calgary, Opera America, and Pacific Opera Victoria. Mr. Hazell holds a Bachelor of Applied Science degree from Queen’s University, a Master of Engineering degree from the University of Calgary, and a Master of Business Administration degree from the University of Michigan, and is licensed as a Professional Engineer in Alberta.

Qualifications: Mr. Hazell possesses specific attributes that qualify him to serve as a director, including his extensive experience in the global energy industry as well as in the financial sector. Mr. Hazell also has significant experience at nonprofit organizations. His education in business and engineering provides significant value to Gran Tierra.

Year Common Shares DSUs Stock Options
2017 55,000 66,887 108,184
2016 55,000 32,667 96,408

~~Other Public Board Directorships~~	~~Committee Position(s)~~
~~None~~

~~RONALD W. ROYAL~~

~~Age: 69~~

~~Abbotsford, British Columbia, Canada~~

~~Director since May 2015~~

~~Independent Director~~

~~Shareholder approval rating at the 2017 Gran Tierra annual meeting – 99.4%~~

~~Board and Committee Participation~~	~~Position~~	~~Meetings~~	~~Attendance~~
~~Board of Directors~~	~~Member~~	~~9/9~~	~~100%~~
~~Audit Committee~~	~~Member~~	~~4/4~~	~~100%~~
~~Health, Safety & Environment Committee~~	~~Member~~	~~4/4~~	~~100%~~
~~Reserves Committee~~	~~Chair~~	~~3/3~~	~~100%~~

Mr. Royal has been a private businessman since April 2007. Mr. Royal has more than 35 years of experience with Imperial Oil Ltd. and ExxonMobil’s international upstream affiliates. From 2011 to 2014, he served on the board of directors of Caracal Energy Inc., and prior to 2010, several other boards of private oil companies. Prior to retiring in 2007, Mr. Royal was President and Production Manager of Esso Exploration and Production Chad Inc. and resided in N’Djamena, Chad from 2002 to 2007. In 2003, he was awarded the title “Chevalier de l’Ordre National du Chad” for his contribution to the economic development of Chad. Mr. Royal received his Bachelor of Applied Science from the University of British Columbia in 1972 and completed the Executive Development Program at Cornell University in 1986. He has been a member of the Association of Professional Engineers and Geoscientists of Alberta since 1972.

~~Qualifications: Mr. Royal brings to the Board over 35 years of experience in the oil and gas industry, having previously held a variety of management positions both domestically and internationally.~~

Year Common Shares DSUs Stock Options
2017 254,667 100,595 108,184
2016 254,667 49,130 96,408

~~Other Public Board Directorships~~

~~Committee Position(s)~~

~~Valeura Energy Inc.~~

~~Audit Committee~~

~~Reserves & Health, Safety and Environment Committee~~

~~SONDRA SCOTT~~

~~Age: 51~~

~~New York, New York~~

~~Director since September 2017~~

~~Independent Director~~

~~Shareholder approval rating at the 2017 Gran Tierra annual meeting – n/a~~

~~Board and Committee Participation~~	~~Position~~	~~Meetings~~	~~Attendance~~
~~Board of Directors~~	~~Member~~	~~3/3~~	~~100%~~
~~Health, Safety & Environment Committee~~	~~Member~~	~~1/1~~	~~100%~~
~~Nominating and Corporate Governance Committee~~	~~Member~~	~~n/a~~	~~n/a~~
~~Reserves Committee~~	~~Member~~	~~n/a~~	~~n/a~~

Ms. Scott is currently president of Verisk Maplecroft, a data analytics and risk assessment company, where she is responsible for leading the company’s globalization and growth effort in the political, economic, human rights and environmental risk analytics market. Before joining Verisk Maplecroft in 2015, Ms. Scott filled a number of roles at Wood Mackenzie, a global energy, chemicals, renewables, metals and mining research and consultancy company, over a 13-year period. Her most recent position was head of Global Markets where she led a team focusing on macro energy economics and risk. Previously, Ms. Scott led Wood Mackenzie’s energy consultancy practice. Ms. Scott holds a Master of Science, Petroleum Engineering and Economics degree from a joint program with the University of Pennsylvania and the Institut Francais du Petrole (IFP) and received a Bachelor of Arts, Economics and Earth Sciences degree from Wesleyan University.

Qualifications: Ms. Scott has more than 25 years of experience as an energy and risk analytics business leader. She has significant leadership experience having led multi-sized global research and consultancy teams. Ms. Scott has worked in the United States, the United Kingdom, and Latin America, globalising businesses and building local practices.

Year Common Shares DSUs Stock Options
2017 0 6,990 85,000

~~Other Public Board Directorships~~	~~Committee Position(s)~~
~~None~~

~~DAVID P. SMITH~~

~~Age: 59~~

~~Toronto, Ontario, Canada~~

~~Director since May 2015~~

~~Independent Director~~

~~Shareholder approval rating at the 2017 Gran Tierra annual meeting – 99.4%~~

Mr. Smith is a corporate director with extensive experience in the investment banking, investment research and management industry. He has been the Chairman of the Board of Directors of Superior Plus Corp., a diversified energy and specialty chemicals company, since August 2014. From March 2004 to August 2015, Mr. Smith served as Chair of the Audit Committee of Superior Plus Corp. Previously, Mr. Smith was Managing Partner of Enterprise Capital Management Inc. Mr. Smith is a Chartered Financial Analyst and graduated with honors from the University of Western Ontario with a degree in Business Administration in 1981.

Qualifications: Mr. Smith brings to the Board significant financial expertise, having spent his professional career in investment banking, investment research and management. His experience as the Chairman at Superior Plus Corp. and his previous experience as a director and member of the audit committee of other public companies provide valuable perspective to Gran Tierra’s Board. Mr. Smith’s education and experience qualifies him as one of Gran Tierra’s Audit Committee financial experts.

~~Board and Committee Participation~~	~~Position~~	~~Meetings~~	~~Attendance~~
~~Board of Directors~~	~~Member~~	~~9/9~~	~~100%~~
~~Audit Committee~~	~~Chair~~	~~4/4~~	~~100%~~
~~Health, Safety & Environment Committee~~	~~Member~~	~~4/4~~	~~100%~~

Year Common Shares DSUs Stock Options
2017 187,500 31,682 108,184
2016 130,000 15,473 96,408

~~Other Public Board Directorships~~	~~Committee Position(s)~~
~~Superior Plus Corp.~~	~~Chairman~~

~~BROOKE WADE~~

~~Age: 64~~

~~Vancouver, British Columbia, Canada~~

~~Director since June 2015~~

~~Independent Director~~

~~Shareholder approval rating at the 2017 Gran Tierra annual meeting – 97.9%~~

Mr. Wade is the President of Wade Capital Corporation, a private investment company active in private equity, oil and gas, real estate and industrial businesses. From 1994 until 2005, Mr. Wade was the co-founder and Chairman and Chief Executive Officer of Acetex Corporation, a publicly traded chemical company specializing in acetyls, specialty polymers, and films. In July 2005, Acetex was acquired by Blackstone. Prior to founding Acetex Corporation, Mr. Wade was founding President and Chief Executive Officer of Methanex Corporation. In 1991, Ocelot Industries spun out its oil and gas assets and began a plan of growth through acquisition into what is today Methanex Corporation — the world’s largest methanol producer. Prior to joining Ocelot, he was involved in a number of independent business ventures. Mr. Wade serves on the board of Kinder Morgan Canada Limited and also serves on the boards of several private companies including Novinium, Inc., Belkin Enterprises Ltd., and is a member of the Advisory Board of Northbridge Capital Partners and is a participant of AEA Investors groups of funds. In addition, Mr. Wade is a member of the Dean’s Advisory Council of the John F. Kennedy School of Government at Harvard University and the Buck Advisory Council of The Buck Institute for Research on Aging. Mr. Wade earned a Bachelor of Commerce Degree from the University of Calgary in 1974 and received his Chartered Accountant designation in 1977. In 2012, Mr. Wade became a Fellow of the Institute of Chartered Accountants of British Columbia.

Qualifications: Mr. Wade’s extensive executive experience provides the Board with strong leadership and decision-making capabilities. Having served as chief executive officer of two public companies, Mr. Wade has deep knowledge of key business issues, including finance and capital markets.

~~Board and Committee Participation~~	~~Position~~	~~Meetings~~	~~Attendance~~
~~Board of Directors~~	~~Member~~	~~9/9~~	~~100%~~
~~Compensation Committee~~	~~Chair~~	~~3/3~~	~~100%~~
~~Nominating and Corporate Governance Committee~~	~~Member~~	~~2/2~~	~~100%~~
~~Reserves Committee~~	~~Member~~	~~3/3~~	~~100%~~

Year Common Shares DSUs Stock Options
2017 492,600 100,595 108,184
2016 350,000 49,130 96,408

~~Other Public Board Directorships~~

~~Committee Position(s)~~

~~Kinder Morgan Canada Limited~~

~~Compensation Committee (Chair)~~
~~Audit Committee~~

~~Nominating and Governance Committee~~
~~Health and Safety Committee~~

~~Majority Voting Standard~~

~~Our Bylaws~~ provide for a majority voting standard for the election of directors in uncontested elections, which is generally defined as an election in which the number of nominees does not exceed the number of directors to be elected at the meeting. Because this is an uncontested election, each director shall be elected by the vote of a majority of the votes cast at a meeting of stockholders at which a quorum is present. A “majority of the votes cast” means that the number of shares voted “For” a director nominee must exceed the number of votes cast “Against” that director nominee. For these purposes, abstentions and broker non-votes will not count as a vote “For” or “Against” a nominee’s election and will have no effect in determining whether a director nominee has received a majority of the votes cast. If you do not instruct your broker, bank or other nominee how to vote your shares, they are not permitted to vote on this proposal and may not vote unless you provide voting instructions. If an incumbent director is not elected by a majority of the votes cast, the incumbent director must promptly tender his ~~or her~~ or her resignation to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the director’s resignation or whether other action should be taken. The ~~Nominating and Corporate Governance Committee shall recommend, and the Board of Directors’ decision shall be, to accept the resignation absent exceptional circumstances. The~~ Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision within 90 days from the date of the ~~meeting~~certification of ~~stockholders and publicly disclose its decision If~~ the ~~Board~~election results.

•

Proposal No. 2, the ratification of ~~Directors determines not to accept a resignation,~~ the appointment of KPMG LLP as Gran Tierra’s independent registered public ~~disclosure shall fully state~~accounting firm for 2023, will be approved if it receives the ~~reasons for such decision. A director who tenders his or her or her resignation after failing to receive~~affirmative vote of shares representing a majority of the votes ~~cast~~present virtually or represented by proxy at the meeting and entitled to vote on the matter. Abstentions will have the same effect as a vote “Against.” If you do not ~~participate in the Nominating and Corporate Governance Committee’s~~instruct your broker, bank or ~~the Board’s recommendation or decision or~~other nominee how to vote your shares, they will have discretion to vote on this proposal. Broker non-votes, if any, ~~deliberations related thereto.~~

~~Other Information Regarding Our Directors~~

~~Our above-listed directors~~will have neither been convicted in any criminal proceeding during the past ten years nor been parties to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining them from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities law or commodities law. Similarly, no bankruptcy petitions have been filed by or against any business or property of any of our directors or officers, nor has any bankruptcy petition been filed against a partnership or business association in which these persons were general partners or executive officers. effect.

~~Skills Matrix~~

~~Skills~~ ~~and Experience~~	~~Peter~~ J. ~~Dey~~	~~Gary~~ ~~S. Guidry~~ ~~(President~~ & ~~CEO)~~	~~Evan~~ ~~Hazell~~	~~Robert~~ B. ~~Hodgins~~ ~~(Chair)~~	~~Ronald~~ W. ~~Royal~~	~~Sondra~~ ~~Scott~~	~~David~~ P. ~~Smith~~	~~Brooke~~ ~~Wade~~
*~~Relevant Industry Skills~~*
~~Energy Industry Executive Experience~~	●	●	●	●	●	●		●
~~Health, Safety and Environment Issues~~	●	●	●		●	●	●
~~Engineering / Geology / Geophysics~~		●	●		●	●
~~Hydrocarbon Transportation and Marketing~~		●		●	●	●		●
*~~General Business Skills~~*
~~Leadership~~	●	●	●	●	●	●		●
~~Board Experience~~	●	●	●	●	●		●	●
~~Finance / Capital Markets~~	●	●	●	●			●	●
~~Mergers and Acquisitions~~	●	●	●	●	●	●	●	●
~~Legal and Governance~~	●	●		●		●	●	●
~~Government and Public Affairs~~	●	●	●	●	●	●
~~International Experience~~	●	●	●	●	●	●		●
~~Human Resources and Compensation~~	●	●		●		●	●	●
~~Information Technology~~		●		●		●
~~Risk Management~~	●	●		●	●	●	●
~~Strategic Planning~~	●	●	●	●	●	●	●	●
~~Accounting /Audit~~	●			●	●		●	●

•

~~Independence~~Proposal No. 3, the advisory vote to approve named executive officer compensation, as disclosed in this proxy statement, will be approved if it receives the affirmative vote of ~~the Board of Directors~~

~~Gran Tierra follows the listing standards of the NYSE American. As required under the NYSE American listing standards,~~shares representing a majority of the ~~members~~votes present virtually or represented by proxy at the meeting and entitled to vote on the matter. Abstentions will have the same effect as a vote “Against.” If you do not instruct your broker, bank or other nominee how to vote your shares, they are not permitted to vote on this proposal and may not vote unless you provide voting instructions. Broker non-votes will have no effect.

•

Proposal No. 4, the approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Common Stock at a reverse stock split ratio of 1-for-10, will be approved if it receives the affirmative vote of a ~~listed company’s board~~majority of ~~directors must qualify~~the outstanding stock entitled to vote. Abstentions and broker non-votes, if any, will have the same effect as ~~“independent,~~a vote “Against.” ~~as affirmatively determined by the Board.~~If you do not instruct your broker, bank or other nominee how to vote your shares, they will have discretion to vote on this proposal.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the annual meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the Chair of the annual meeting or the holders of a majority of shares present at the annual meeting virtually or represented by proxy must adjourn the annual meeting to another date.

How can I find out the results of the voting at the annual meeting?

What proxy materials are available on the internet?

The notice of meeting, proxy statement and annual report to stockholders are available to view on Gran Tierra’s website at: https://www.grantierra.com/investor-relations/2023-annual-meeting

See “How do I vote?” above for voting instructions.



Gran Tierra Energy 2023 Proxy Statement		9

Corporate Governance and Board Matters

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors is nominating the nine individuals identified below for election as directors. Unless you specify differently, proxies received will be voted FOR Robert B. Hodgins, Peter J. Dey, Gary S. Guidry, Evan Hazell, Alison Redford, Ronald W. Royal, Sondra Scott, David P. Smith and Brooke Wade. Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until his or her successor is elected, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed below is currently a director of Gran Tierra. It is Gran Tierra’s policy to invite nominees for directors to attend the annual meeting and all of the Directors attended the 2022 annual meeting of stockholders.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nine nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Gran Tierra.



10		Gran Tierra Energy 2023 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED BELOW.

NOMINEES FOR DIRECTOR

ROBERT B. HODGINS

Age: 72

Calgary, Alberta, Canada

Director since May 2015

Director and Independent Businessman

Shareholder approval rating at the 2022 Gran Tierra annual meeting: 93.1%

Mr. Hodgins has been a corporate director and independent businessman since November 2004. Prior thereto, Mr. Hodgins served as the Chief Financial Officer of Pengrowth Energy Trust (a Toronto Stock Exchange (TSX) and NYSE-listed energy trust) from 2002 to 2004. Prior to that, Mr. Hodgins held the position of Vice President and Treasurer of Canadian Pacific Limited (a TSX and NYSE-listed diversified energy, transportation and hotels company) from 1998 to 2002 and was Chief Financial Officer of TransCanada PipeLines Limited (a TSX and NYSE-listed energy transportation company) from 1993 to 1998. Mr. Hodgins also served as a non-executive, part-time position of Senior Advisor, Investment Banking at Canacord Genuity Corp. At present, Mr. Hodgins serves as a director of AltaGas Ltd., EnerPlus Corporation and MEG Energy Corp. Mr. Hodgins received an Honours Bachelor of Arts in Business from the Richard Ivey School of Business at the University of Western Ontario and received a Chartered Professional Accountant designation and was admitted as a member of the Institute of Chartered Accountants of Ontario in 1977 and Alberta in 1991. Mr. Hodgins is a member of the Institute of Corporate Directors.

Qualifications: With 30-plus years in the oil and gas industry as an executive and director and a strong reputation in the Canadian business community, Mr. Hodgins brings valuable industry and leadership experience to the Board. As a Chartered Professional Accountant and experienced executive in senior financial roles with several Canadian companies, Mr. Hodgins qualifies as one of Gran Tierra’s Audit Committee financial experts.



Board and Committee Participation	Position	Meetings	Attendance

Board of Directors	Chair	10/10	100%

Audit Committee	Member	4/4	100%

Compensation Committee	Member	2/2	100%

Nominating and Corporate Governance Committee	Member	3/3	100%


Year	Common Shares	DSUs	Stock Options

2022	20,000	982,651	17,220

2021	20,000	848,230	17,220


Other Public Board Directorships	Committee Position(s) ⁽¹⁾

AltaGas Ltd. (TSX)	• Audit Committee • Governance Committee

Enerplus Corporation (TSX)	• Compensation and Human Resources Committee • Corporate Governance & Nominating Committee (Chair)

MEG Energy Corp. (TSX)	• Audit Committee (Chair) • Corporate Governance and Nominating Committee

(1)

The Board ~~conducts an annual review regarding the independence from~~of Directors has determined that Mr. Hodgins’ ability to effectively serve on the Company’s ~~management~~Audit Committee is not impaired by his membership on the Audit Committee of ~~each of its members. After review of all relevant identified transactions or relationships between each director, or any of his or her family members, and~~ the other public boards listed above.



Gran Tierra its senior management and its independent auditors, the Board has affirmatively determined that, other than Mr. Guidry, each of our directors and nominees for director (Peter J. Dey, Evan Hazell, Robert B. Hodgins, Ronald W. Royal, Sondra Scott, David P. Smith and Brooke Wade), are independent directors within the meaning of the applicable NYSE American listing standards. In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with Gran Tierra. Mr. Guidry, Gran Tierra’sEnergy 2023 Proxy Statement		11

PROPOSAL 1: ELECTION OF DIRECTORS

GARY S. GUIDRY

Age: 67

Calgary, Alberta, Canada

Director since May 2015

Non-Independent Director - President and Chief Executive Officer ~~is not an independent director by virtue of his employment with Gran Tierra.~~

~~In connection with its assessment of~~Shareholder approval rating at the ~~independence of each non-employee director,~~2022 Gran Tierra annual meeting: 97.2%

Mr. Guidry is a professional engineer and has more than 40 years of experience developing and maximizing assets in the international oil and gas industry. Mr. Guidry has direct experience managing large, international projects, including assets in Latin America, Africa, the Middle-East and Asia. Prior to joining Gran Tierra, Mr. Guidry was the President and Chief Executive Officer of Caracal Energy Inc., a London Stock Exchange listed oil and gas company with operations in Chad, Africa. He held that position from mid-2011 until the company was acquired by Glencore plc for $1.8 billion in mid-2014. In 2014, Mr. Guidry was awarded the Oil Council Executive of the Year award for his leadership role with Caracal. Prior to Caracal, Mr. Guidry was the President and Chief Executive Officer of Orion Oil and Gas (TSX listed), which operated in western Canada from mid-2009 until mid-2011 when it was merged. From May 2005 until December 2008, he was the President and Chief Executive Officer of Tanganyika Oil Company (TSX listed) which operated in Syria and Egypt. Prior to Tanganyika, Mr. Guidry was Chief Executive Officer of Calpine Natural Gas Trust. Mr. Guidry is an Alberta-registered Professional Engineer and a member of the Association of Professional Engineers and Geoscientists. He received a Bachelor of Science in Petroleum Engineering from Texas A&M University in 1980.



Board and Committee Participation	Position	Meetings	Attendance

Board of Directors	Member	10/10	100%


Year	Common Shares	PSUs	Stock Options

2022	3,871,756	4,185,213	2,525,039

2021	3,802,692	3,807,591	2,334,239

During the past five years, Mr. Guidry previously served as a Director of the following public companies: Shamaran Petroleum Corp. (until June 2018) and PetroTal Corp ⁽¹⁾ (until August 2022).

(1)

PetroTal Corp. was formerly a related company. In November 2021 the Company sold its entire stake in PetroTal Corp.’s common shares. Mr. Guidry and ~~(iii) Ms. Scott and Messrs. Dey, Hodgins and Wade, are independent under~~Mr. Ellson were both nominated to the ~~standards set forth by the NYSE American applicable to members~~board of ~~the Nominating and Corporate Governance Committee.~~PetroTal Corp in 2017.



12		Gran Tierra Energy 2023 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

PETER J. DEY

Age: 82

Toronto, Ontario, Canada

Director since May 2015

Independent Director

Shareholder approval rating at the 2022 Gran Tierra annual meeting: 82.4%

Mr. Dey has been the Chairman of Paradigm Capital Inc., an investment dealer, since November 2005. Mr. Dey was a Partner of the Toronto law firm Osler, Hoskin & Harcourt LLP, where he specialized in corporate board issues and mergers and acquisitions, from 2001 to 2005, and prior to that from 1985 to 1994 and from 1973 to 1983. From 1994 to 2001, Mr. Dey was Chairman of Morgan Stanley Canada Limited. From 1993 to 1995, Mr. Dey chaired The Toronto Stock Exchange Committee on Corporate Governance in Canada that released the December 1994 report entitled “Where Were the Directors?”, known as the Dey Report and is the co-author of the report released in 2021: “360 Degree Governance: Where are the Directors in a World of Crisis”. Mr. Dey has also served as Chairman of the Ontario Securities Commission and was Canada’s representative to the Organisation for Economic Co-operation and Development (“OECD”) Task Force that developed the OECD Principles of Corporate Governance released in May of 1999. Mr. Dey attended Queen’s University, where he earned his Bachelor of Science in 1963 and Dalhousie University, where he earned his Bachelor of Laws degree in 1966. He received his Master of Laws degree from Harvard University in 1967.



Board and Committee Participation	Position	Meetings	Attendance

Board of Directors	Member	10/10	100%

Nominating and Corporate Governance Committee	Chair	3/3	100%

Compensation Committee	Member	2/2	100%

Health, Safety and Environment Committee	Member	4/4	100%


Year	Common Shares	DSUs	Stock Options

2022	20,000	1,082,684	271,684

2021	20,000	932,079	247,639

During the past five years, Mr. Dey previously served as a Director of the following public company: Guayana Goldfields Inc. (until June 2019).


	21
Gran Tierra Energy 2023 Proxy Statement		13

PROPOSAL 1: ELECTION OF DIRECTORS

~~Stockholder Recommendations and Nominations to the Board~~EVAN HAZELL

Calgary, Alberta, Canada

Director Nominees based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committeesince June 2015

Independent Director

Shareholder approval rating at the ~~following address:~~2022 Gran Tierra annual meeting: 94.7%

Mr. Hazell has been an independent businessman since 2011. He has been involved in the global oil and gas industry for approximately 40 years, initially as a petroleum engineer and then as an investment banker. From 1998 to 2011, Mr. Hazell acted as a managing director at several financial institutions including HSBC Global Investment Bank and RBC Capital Markets. At present he serves as a director of Courser Energy Ltd (formerly Kaisen Energy Corp) and Pacific Opera Victoria. Mr. Hazell holds a Bachelor of Applied Science degree from Queen’s University, a Master of Engineering degree from the University of Calgary, and a Master of Business Administration degree from the University of Michigan, and is licensed as a Professional Engineer in Alberta.

Qualifications: Mr. Hazell brings to the Board extensive experience in the global energy industry as well as in the financial sector. Mr. Hazell also has significant experience at nonprofit organizations. His education in business and engineering provides significant value to Gran Tierra.



Board and Committee Participation	Position	Meetings	Attendance

Board of Directors	Member	10/10	100%

Health, Safety and Environment Committee	Chair	4/4	100%

Reserves Committee	Member	2/2	100%

Audit Committee	Member	4/4	100%


Year	Common Shares	DSUs	Stock Options

2022	55,000	909,043	226,505

2021	55,000	774,268	238,281


Other Public Board Directorships	Committee Position(s)

None



14		Gran Tierra Energy ~~Inc., 900, 520 - 3 Avenue S.W.,~~ 2023 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

ALISON M. REDFORD QC

Age: 58

Calgary, Alberta, Canada ~~T2P 0R3, Attention:~~

Director Nominations. This written recommendation must be delivered at least 120 days prior to the anniversary of the mailing of Gran Tierra’s proxy statement for the last annual meeting of stockholders. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of Gran Tierra’s stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.since September 2021

~~Code of Ethics~~Independent Director

Shareholder approval rating at the 2022 Gran Tierra has adopted a Code of Business Conduct and Ethics which is available in English and Spanish and applies to every employee, officer and director. Employees, officers and directors are expected to understand the Code and its application to the performance of his or her business responsibilities. The Code of Business Conduct and Ethics is available on the Company’s website at www.grantierra.com/governance. If annual meeting: 95.8%

Ms. Redford serves as an advisor to national governments and ministries in emerging economies on regulatory reform to promote transparency and investor confidence. She provides independent advice on the creation of regulatory regimes related to climate, social and governance sustainability most recently in Pakistan, Afghanistan, South Sudan and Guyana. Separately, Ms. Redford also serves as a strategic advisor to public companies operating in volatile political climates to assess risk and ensure regulatory compliance, particularly as it relates to Extractive Industries Transparency Initiatives and Community Benefits Agreements for affected Indigenous people. Previously, Ms. Redford served as Premier of Alberta from 2011 to 2014 and as Minister of Justice and Attorney General from 2008. She graduated from the College of Law at the University of Saskatchewan (1988) and also obtained a Master of Arts degree from the School of Oriental and African Studies at the University of London (2021). Ms. Redford was appointed Queens Counsel in 2008. Ms. Redford is a holder of the Institute of Corporate Directors Director designation.

Qualifications: Ms. Redford brings to the Board more than 25 years of experience from most recently serving as an advisor to national governments and ministries in emerging economies on regulatory reform to promote transparency and investor confidence. As well as serving as Premier of Alberta, Minister of Justice and Attorney General to private practice as a lawyer, Ms. Redford provides significant value to the board of directors of Gran Tierra.



Board and Committee Participation	Position	Meetings	Attendance

Board of Directors	Member	10/10	100%

Audit Committee	Member	4/4	100%

Nominating and Corporate Governance Committee	Member	3/3	100%

Health, Safety & Environment Committee	Member	4/4	100%


Year	Common Shares	DSUs	Stock Options

2022	0	146,457	116,512

2021	0	41,861	85,000


Other Public Board Directorships	Committee Position(s)

None



Gran Tierra makes any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director, Gran Tierra will promptly disclose the nature of the amendment or waiver on its website. The Board did not grant any waiver of the Code in favor of a director or executive officer in 2017.Energy 2023 Proxy Statement		15

PROPOSAL 1: ELECTION OF DIRECTORS

RONALD W. ROYAL

~~Diversity~~Age: 73

Abbotsford, British Columbia, Canada

Director since May 2015

Independent Director

Shareholder approval rating at the 2022 Gran Tierra believes in the importance of diversity at all levels throughout the Company. In addition to the traditional concepts of diversity (i.e., gender, culture and geographic region), we believe it is important for the Board to achieve a diversity of knowledge, experience and capabilities that support the Company’s strategic direction. Currently, Gran Tierra does not have a formal policy concerning the diversity of director nominees as it is ultimately the skills and experience that are most important in determining the value that an individual brings to the Board. annual meeting: 95.8%

Mr. Royal has been an independent businessman since April 2007. Mr. Royal has more than 35 years of experience with Imperial Oil Ltd. and ExxonMobil’s international upstream affiliates. From 2011 to 2014, he served on the board of directors of Caracal Energy Inc., and prior to 2010, several other boards of private oil companies. Prior to retiring in 2007, Mr. Royal was President and Production Manager of Esso Exploration and Production Chad Inc. and resided in N’Djamena, Chad from 2002 to 2007. In 2003, he was awarded the title “Chevalier de l’Ordre National du Chad” for his contribution to the economic development of Chad. Mr. Royal received his Bachelor of Applied Science from the University of British Columbia in 1972 and completed the Executive Development Program at Cornell University in 1986. He has been a member of the Association of Professional Engineers and Geoscientists of Alberta since 1972.

Qualifications: Mr. Royal brings to the Board over 35 years of experience in senior executive roles in the oil and gas industry, having previously held a variety of management positions both domestically and internationally.



Board and Committee Participation	Position	Meetings	Attendance

Board of Directors	Member	10/10	100%

Audit Committee	Member	4/4	100%

Health, Safety & Environment Committee	Member	4/4	100%

Reserves Committee	Chair	2/2	100%


Year	Common Shares	DSUs	Stock Options

2022	254,667	1,115,891	271,684

2021	254,667	965,286	247,639


Other Public Board Directorships	Committee Position(s)

Valeura Energy Inc.	• Audit Committee • Reserves & Health, Safety and Environment Committee


	22
16		Gran Tierra Energy 2023 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

~~THE BOARD’S ROLE AND RESPONSIBILITIES~~SONDRA SCOTT

~~Role of the Board of Directors~~Age: 56

Princeton, New Jersey

Director since September 2017

The Board is selected by the stockholders to provide oversight of and strategic guidance to senior management. The core responsibility of a Board member is to fulfill his or her or her fiduciary duties of care and loyalty and otherwise to exercise his or her business judgment in the best interests of the Company and its stockholders. The Board has responsibilities to review, approve and monitor fundamental financial and business strategies and major corporate actions, assess major risks facing the Company and consider ways to address those risks, select and oversee management and determine its composition and oversee the establishment and maintenance of processes and conditions to maintain the integrity of the Company. Directors must act with integrity and are expected to demonstrate a commitment to the company, its values and its business and to long-term stockholder value. The duties and responsibilities of the Board and significant issues of corporate governance are set out in the Company’s Corporate Governance Guidelines which are regularly reviewed by the Nominating and Corporate Governance Committee. The guidelines are available on the Company’s website at www.grantierra.com/governance.Independent Director

~~Succession Planning~~Shareholder approval rating at the 2022 Gran Tierra annual meeting: 93.4%

Ms. Scott is an independent businesswoman with more than 25 years of experience as an energy and risk analytics business leader. Ms. Scott is currently CEO of Information Clearinghouse LLC, a retail data and analytics information services company. She was formerly Chief Executive Officer for U.S. and Europe of ADEC Innovations, a leading ESG information and consulting firm where she led a team of professionals providing ESG, environmental and sustainability technical, software and strategy solutions. Prior to this, Ms. Scott was Chief Operating Officer of Verisk Financial where she was responsible for leading the company’s global operations team in support their range of portfolio, bankruptcy, fraud and spend solutions. Before joining Verisk Financial in 2020, Ms. Scott was President of Verisk Maplecroft, a leading risk analytics company. Prior to this, Ms. Scott filled a number of roles at Wood Mackenzie over a 13-year period. Her most recent position was head of Global Markets where she led a team focusing on macro energy economics and risk. Previously, Ms. Scott led Wood Mackenzie’s energy consultancy practice. Ms. Scott holds a Master of Science, Petroleum Engineering and Economics degree from a joint program with the University of Pennsylvania and the Institut Francais du Petrole (IFP) and received a Bachelor of Arts, Economics and Earth Sciences degree from Wesleyan University.

Qualifications: Ms. Scott brings to the Board more than 25 years of experience as an energy and risk analytics business leader. She has significant leadership experience having led multi-sized global research and consultancy teams. Ms. Scott has worked in the United States, the United Kingdom, and Latin America, globalizing businesses and building local practices.



Board and Committee Participation	Position	Meetings	Attendance

Board of Directors	Member	10/10	100%

Health, Safety & Environment Committee	Member	4/4	100%

Nominating and Corporate Governance Committee	Member	3/3	100%

Reserves Committee	Member	2/2	100%


Year	Common Shares	DSUs	Stock Options

2022	0	755,787	—

2021	0	755,787	85,000


Other Public Board Directorships	Committee Position(s)

None



Gran Tierra Energy 2023 Proxy Statement		17

PROPOSAL 1: ELECTION OF DIRECTORS

DAVID P. SMITH

As part of its mandate and annual workplan, the Nominating and Corporate Governance Committee reviews the succession plan for each senior officer, including the President and Chief Executive Officer. The Nominating and Corporate Governance Committee is responsible for ensuring that there is an orderly succession plan for the position of the President and Chief Executive Officer and other members of senior management. To meet this obligation, the President and Chief Executive Officer meets with the Nominating and Corporate Governance Committee and reviews each position, the status of the incumbent, a review of our talent pool and the succession plan for each role.Age: 64

Parry Sound, Ontario, Canada

Director since May 2015

~~Board Role in Risk Oversight~~Independent Director

Shareholder approval rating at the 2021 Gran Tierra annual meeting: 95.7%

Mr. Smith is a corporate director with extensive experience in the investment banking, investment research and management industry. He has been the Chairman of the Board of Directors of Superior Plus Corp., a North American propane distributor, since August 2014. From March 2004 to August 2015, Mr. Smith served as Chair of the Audit Committee of Superior Plus Corp. Previously, Mr. Smith was Managing Partner of Enterprise Capital Management Inc. from 1997 to 2011. Mr. Smith is a Chartered Financial Analyst and graduated with honors from the University of Western Ontario with a degree in Business Administration in 1981.



Board and Committee Participation	Position	Meetings	Attendance

Board of Directors	Member	10/10	100%

Audit Committee	Chair	4/4	100%

Compensation Committee	Member	2/2	100%


Year	Common Shares	DSUs	Stock Options

2022	555,000	453,455	276,150

2021	555,000	427,967	252,105


Other Public Board Directorships	Committee Position(s)

Superior Plus Corp.	• Chairman • Governance and Nominating Committee • Compensation Committee



18		Gran Tierra Energy 2023 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

BROOKE WADE

Age: 69

Vancouver, British Columbia, Canada

Director since June 2015

Independent Director

Shareholder approval rating at the 2022 Gran Tierra annual meeting: 93.6%

Mr. Wade is the President of Wade Capital Corporation, a private investment company active in private equity, oil and gas, real estate and industrial businesses, and energy storage technology. From 1994 until 2005, Mr. Wade was the co-founder and Chairman and Chief Executive Officer of Acetex Corporation, a publicly traded chemical company specializing in acetyls, specialty polymers, and films. In July 2005, Acetex was acquired by Blackstone. Prior to founding Acetex Corporation, Mr. Wade was founding President and Chief Executive Officer of Methanex Corporation. In 1991, Ocelot Industries spun out its oil and gas assets and began a plan of growth through acquisition into what is today Methanex Corporation—the world’s largest methanol producer. Prior to joining Ocelot, he was involved in a number of independent business ventures. Mr. Wade serves on the boards of several private companies including Belkin Enterprises Ltd.. He is also Executive Chairman of Atlas Power Technologies Inc. and is a member of the Advisory Board of Northbridge Capital Partners and is a participant of AEA Investors groups of funds. In addition, Mr. Wade is a member of the Dean’s Advisory Council of the Harvard Kennedy School. Mr. Wade earned a Bachelor of Commerce Degree from the University of Calgary in 1974 and received his Chartered Accountant designation in 1977. In 2012, Mr. Wade became a Fellow of the Institute of Chartered Accountants of British Columbia.

Qualifications: Mr. Wade’s extensive executive experience provides the Board with strong leadership and decision-making capabilities. His service on other public company boards provides Gran Tierra with public company senior executive and board member perspectives and judgment important to guiding our company.



Board and Committee Participation	Position	Meetings		Attendance

Board of Directors	Member		10/10		100%

Compensation Committee	Chair		2/2		100%

Nominating and Corporate Governance Committee	Member		3/3		100%

Reserves Committee	Member		2/2		100%


Year	Common Shares	DSUs		Stock Options

2022	2,133,600		1,115,891		271,684

2021	2,133,600		965,286		247,639


Other Public Board Directorships	Committee Position(s)

None

During the past five years, Mr. Wade previously served as a Director of PKM Canada Limited, formerly, Kinder Morgan Canada Limited (until November 2019).

Majority Voting Standard

Our Bylaws provide for a majority voting standard for the election of directors in uncontested elections, which is generally defined as an election in which the number of nominees does not exceed the number of directors to be elected at the meeting. Because this is an uncontested election, each director shall be elected by the vote of a majority of the votes cast at a meeting of stockholders at which a quorum is present. A “majority of the votes cast” means that the number of shares voted “For” a director nominee must exceed the number of votes cast “Against” that director nominee. For these purposes, abstentions and broker non-votes will not count as a vote “For” or “Against” a nominee’s election and will have no effect in determining whether a director nominee has received a majority of the votes cast. If an incumbent director is not elected by a majority of the votes cast, the incumbent director must promptly tender his or her or her resignation to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the director’s resignation or whether other action should be taken. The



Gran Tierra Energy 2023 Proxy Statement		19

PROPOSAL 1: ELECTION OF DIRECTORS

Nominating and Corporate Governance Committee shall recommend, and the Board of Directors’ decision shall be, to accept the resignation absent exceptional circumstances. The Board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days from the date of the meeting of stockholders and publicly disclose its decision If the Board of Directors determines not to accept a resignation, the public disclosure shall fully state the reasons for such decision. A director who tenders his or her or her resignation after failing to receive a majority of the votes cast will not participate in the Nominating and Corporate Governance Committee’s or the Board’s recommendation or decision or any deliberations related thereto.

Other Information Regarding Our Directors

Our above-listed directors have neither been convicted in any criminal proceeding during the past ten years nor been parties to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining them from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state securities law or commodities law. Similarly, no bankruptcy petitions have been filed by or against any business or property of any of our directors or officers, nor has any bankruptcy petition been filed against a partnership or business association in which these persons were general partners or executive officers.

Skills Matrix

Below is a listing of each director’s key skills, together with a description of those key skills and experience desirable to support the strategic direction of Gran Tierra. Not every director is expected to be skilled in every area, however, we aim for the Board to have a balance of skills and experience. We believe the combination of the skills and qualifications shown below demonstrates how our board is well-positioned to provide effective oversight and strategic advice to our management.

Skills and Experience

Peter J.
Dey

Gary S. Guidry
(President &
Chief Executive
Officer)

Evan
Hazell

Robert B.
Hodgins
(Chair)

Alison
Redford

Ronald W.
Royal

Sondra
Scott

David P.
Smith

Brooke
Wade

Relevant Industry Skills

Energy Industry Executive Experience

✓

Health, Safety and Environment Issues

✓

Engineering / Geology / Geophysics

✓

Hydrocarbon Transportation and Marketing

✓

General Business Skills

Leadership

✓

Board Experience

✓

Finance / Capital Markets

✓

Mergers and Acquisitions

✓

Legal and Governance

✓

Government and Public Affairs

✓

International Experience

✓

Human Resources and Compensation

✓

Information Technology

✓

Risk Management

✓

Strategic Planning

✓

Accounting /Audit

✓

Independence of the Board of Directors

The Company believes in the importance of directors’ independence and follows rules of the NYSE American. As required under the NYSE American listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the Board.

The Board conducts an annual review regarding the independence from the Company’s management of each of its members. After review of all relevant identified transactions or relationships between each director, or any of his or her family members, and Gran Tierra, its senior management and its independent auditors, the Board has affirmatively determined that, other than Mr. Guidry, each of our directors and nominees for director (Peter J. Dey, Evan Hazell, Robert B. Hodgins, Alison Redford, Ronald W. Royal,



20		Gran Tierra Energy 2023 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

Sondra Scott, David P. Smith and Brooke Wade), are independent directors within the meaning of the applicable NYSE American listing standards. In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with Gran Tierra. Mr. Guidry, Gran Tierra’s President and Chief Executive Officer, is not an independent director by virtue of his employment with Gran Tierra. The Board considered and confirmed that Mr. Hodgins’ position as Senior Advisor, Investment Banking at Canaccord Genuity Corp. did not impede his independence as a Director of the Company.

In connection with its assessment of the independence of each non-employee director, the Board of Directors also determined that (i) Messrs. Smith, Hazell, Hodgins and Royal and Ms. Redford, are independent as defined in Section 10A of the Exchange Act and under the standards set forth by the NYSE American applicable to members of the Audit Committee (ii) Messrs. Wade, Dey, Hodgins and Smith, are independent under the standards set forth by the NYSE American applicable to members of the Compensation Committee and (iii) Ms. Redford, Ms. Scott and Messrs. Dey, Hodgins and Wade, are independent under the standards set forth by the NYSE American applicable to members of the Nominating and Corporate Governance Committee.

Stockholder Recommendations and Nominations to the Board

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth on page 23 in the section Considerations in Evaluating Director Nominees based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: Gran Tierra Energy Inc., 500 Centre Street S.E., Calgary, Alberta, Canada T2G 1A6, Attention: Director Nominations. This written recommendation must be delivered at least 120 days prior to the anniversary of the mailing of Gran Tierra’s proxy statement for the last annual meeting of stockholders. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of Gran Tierra’s stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

Code of Ethics

Gran Tierra has adopted a Code of Business Conduct and Ethics which is available in English and Spanish and applies to every employee, officer and director. Employees, officers and directors are expected to understand the Code and its application to the performance of his or her business responsibilities. The Code of Business Conduct and Ethics is available on the Company’s website at www.grantierra.com/governance. If Gran Tierra makes any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director, Gran Tierra will promptly disclose the nature of the amendment or waiver on its website if required. The Board did not grant any waiver of the Code in favor of a director or executive officer in 2022.

Diversity

Gran Tierra believes in the importance of diversity at all levels throughout the Company. In addition to the traditional concepts of diversity (i.e., gender, culture and geographic region), we believe it is important for the Board to achieve a diversity of knowledge, experience and capabilities that support the Company’s strategic direction. Currently, Gran Tierra does not have a formal policy concerning the diversity of director nominees. However, when considering director candidates, the Board seeks individuals with backgrounds and qualities that, when combined with those of incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. As part of its annual self-evaluation, the Board assesses whether the directors, both individually and collectively, provide the integrity, experience, judgment, commitment, skills and expertise appropriate for the Company.

Gran Tierra recognizes the benefits of increasing the diversity of its board of directors. In February 2021, the Board updated its Corporate Governance Guidelines to state that as part of the search process for each new director, the Nominating and Corporate Governance Committee will actively seek out women and minority candidates to include in the pool from which Board nominees are chosen.



Gran Tierra Energy 2023 Proxy Statement		21

PROPOSAL 1: ELECTION OF DIRECTORS

THE BOARD’S ROLE AND RESPONSIBILITIES

Role of the Board of Directors

Succession Planning

Board Role in Risk Oversight

Full Board

The full Board is entrusted with the responsibility for overseeing the significant risks to which our business is exposed and ensuring there are processes in place to effectively identify, monitor and manage them. A significant risk is one that, if it were to occur, could materially impact our ability to meet or support our business objectives. The Board delegates responsibility for the execution of certain elements of risk oversight to the committees ~~in order~~ to ensure appropriate expertise, attention and diligence. The committees oversee the relevant risk areas and report to the Board regularly. Each committee operates according to a Board-approved written mandate outlining its duties and responsibilities. They also oversee the procedures and programs put in place by management to mitigate the risks and the allocation of adequate resources to address the risks. Management is responsible for ensuring that the Board and its committees are kept well informed of changing risks. The risk oversight responsibilities of the committees include the following:

•

The Audit Committee is responsible for overseeing the integrity of the Company’s financial statements, the independent auditor’s qualifications and independence, the performance of the Company’s internal audit function and independent auditor, compliance with legal and regulatory requirements, major financial and information technology risk exposures and the Company’s accounting and financing reporting processes.

The Compensation Committee is responsible for oversight of compensation-related risks, including reviewing management’s assessment of risks related to employee compensation programs.

The Health, Safety and Environment Committee assists in overseeing the development, monitoring and effective implementation of systems, programs and initiatives to promote the management of health, safety and security at Gran Tierra and to address environmental, safety and operational risks. ~~Additional information can be found in our Corporate Responsibility Report which is available on the Company’s website at http://www.grantierra.com/corporate-responsibility.~~

The Nominating and Corporate Governance Committee assists in overseeing governance related risks, including regulatory, reputation and other risks.

The Reserves Committee assists in overseeing the risks related to the Company’s estimates of proved reserves of oil and natural gas.



22		Gran Tierra Energy 2023 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

Communications with the Board of Directors

Stockholders are encouraged to communicate by voting on the items in the proxy statement, by attending the annual meeting, by participating in the Company’s quarterly investor calls and by contacting us by mail or email. Security holders and other interested parties wishing to communicate with the Board or an individual director may send a written communication addressed to the Secretary of the Company at 500 Centre Street S.E., Calgary, Alberta T2G 1A6, Canada, Attention: Secretary. Communications also may be sent by e-mail to the following address info@grantierra.com. Further information about Gran Tierra’s Security Holder Communication Process is available on Gran Tierra’s website at www.grantierra.com/governance.

BOARD STRUCTURE AND PROCESSES

Board Leadership Structure

The positions of Board Chair and the Chief Executive Officer of the Company are held by two individuals. We believe separation of the roles of Board Chair and Chief Executive Officer helps preserve our Board’s independence and objectivity and provides an appropriate division of labor between our Board Chair and Chief Executive Officer. The Board believes that the current board leadership structure, coupled with a strong emphasis on board independence, effectively allocates authority, responsibility, and oversight between management and the independent members of our Board. Robert B. Hodgins currently serves as non-executive Board Chair and as a non-executive and independent director. The Board Chair presides over meetings of the Board, presides over meetings of stockholders, consults and advises the Board and its committees on the business and affairs of the Company, and performs additional duties as the Board may otherwise determine and delegate.

Board Effectiveness and Director Assessment

The Board performs an annual self-assessment, led by the Chair of the Nominations and Corporate Governance Committee, to evaluate its effectiveness in fulfilling its obligations. Directors complete a written questionnaire covering performance of the Board and its committees. The Chair of the Nominations and Corporate Governance Committee then interviews each director to obtain an assessment of the effectiveness of the Board and committees, as well as director performance and Board dynamics, summarizes these individual assessments for discussion with the Board and committees, and then leads a discussion with the Nominating and Corporate Governance Committee and the Board.

Considerations in Evaluating Director Nominees

The Nominating and Corporate Governance Committee is responsible for identifying and recruiting new candidates for nomination to the Board. The Nominating and Corporate Governance Committee considers recommendations for nominees for directorships submitted by stockholders. The Company will evaluate director nominees proposed by stockholders on the same basis as recommendations received from any other source. Please see “Stockholder Recommendations and Nominations to the Board” in this Proxy Statement for procedures to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board.

In developing recommendations for the Board, the Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for directors. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of Gran Tierra and the long-term interests of stockholders. Some of the qualifications that the Nominating and Corporate Governance Committee considers include:

Independence

(as per applicable NYSE American
listing standards and applicable
SEC rules and regulations)

Relevant Industry

Experience

Excellence in His
or Her Field

Potential Conflicts
of Interest and
Other Commitments

Board Experience

Ethics

Diversity of
Experience



Gran Tierra Energy 2023 Proxy Statement		23

PROPOSAL 1: ELECTION OF DIRECTORS

In conducting this assessment, the Nominating and Corporate Governance Committee considers diversity, age, skills, and such other factors as it deems appropriate given the current needs of the Board and Gran Tierra, to maintain a balance of knowledge, experience and capability. In February 2021, the Board updated its Corporate Governance Guidelines to state that as part of the search process for each new director, the Nominating and Corporate Governance Committee will actively seek out women and minority candidates to include in the pool from which Board nominees are chosen.

The Nominating and Corporate Governance Committee believes that candidates should have certain minimum qualifications including:

•

the highest personal and professional ethics and integrity

•

skills that are complementary to those of the existing Board

•

being over 21 years of age

•

financial literacy

•

sound business judgment

•

commitment to represent the long-term interests of Gran Tierra’s stockholders

To identify, recruit and evaluate qualified candidates for the Board, the Nominating and Corporate Governance Committee may use the services of professional search firms. In some cases, nominees have been individuals known to Board members or others through business or other relationships.

Director Tenure

Gran Tierra does not have a retirement policy or term limit for directors. We review our Board composition annually to ensure our board has the right skills to ensure the Company’s long-term success. None of the Company’s directors have served on the board for more than seven years.

Orientation and Education

The purpose of the Director Orientation and Education Program is to ensure there is an orientation program for new directors and an ongoing education program for existing directors. The program includes materials and resources that will inform and educate directors on the Company’s corporate governance framework, its business, operations and current issues and strategies. New directors attend an orientation session at which senior management review the Company’s business, strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Business Conduct and Ethics, its principal officers, and its internal and independent auditors. New directors are also provided with a copy of the Company’s director’s manual which includes the Board and Committee mandates, corporate governance guidelines and other company policies.

Each director is expected to maintain the necessary level of expertise to perform his or her responsibilities as a director. Continuing education is provided through a number of methods, including an annual dedicated strategy session, periodic field trips, presentations from senior management, employees, and outside experts to the Board and its Committees on topics of interest and developing issues, as well as the ongoing distribution of relevant information. These presentations, meetings and discussions serve to increase the Board’s knowledge of the Company and its business, and assist the Board in the execution of its duties. During 2022, the Board attended a number of sessions relevant to our business and the regulatory environment presented by senior executives of the Company and our legal counsel.

All of our directors are members of the Institute of Corporate Directors (ICD) and the National Association of Corporate Directors (NACD), which provide continuing education for directors through publications, seminars and conferences. During 2022, a number of our directors attended seminars provided through ICD and NACD.


	23
24		Gran Tierra Energy 2023 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

Director Meetings and Attendance

Directors are expected to attend, in person or by telephone, all meetings of the Board and all meetings of each committee of which they are a member. During 2022, the Board held ten meetings, the Audit Committee held four meetings, the Compensation Committee held two meetings, the Health, Safety and Environment Committee held four meetings, the Nominating and Corporate Governance Committee held three meetings and the Reserves Committee held two meetings. No member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she was a director) and the total number of meetings held by all committees of the Board on which such director served (held during the period that such director served). Directors are also expected to attend the Company’s annual meeting of stockholders and all of the Company’s directors attended the 2022 annual meeting which was held by webcast.



Name	Meetings Attended / Meetings Held ⁽²⁾												Overall Attendance
Name	Board		Audit Committee		Compensation Committee		Health, Safety and Environment Committee		Nominating and Corporate Governance Committee		Reserves Committee		Overall Attendance

Peter J. Dey		10/10		—		2/2		4/4		3/3		—		100	%

Gary S. Guidry ⁽¹⁾		10/10		—		—		—		—		—		100	%

Evan Hazell		10/10		4/4		—		4/4		—		2/2		100	%

Robert B. Hodgins		10/10		4/4		2/2		—		3/3		—		100	%

Alison Redford		10/10		4/4		—		4/4		3/3		—		100	%

Ronald W. Royal		10/10		4/4		—		4/4		—		2/2		100	%

Sondra Scott		10/10		—		—		4/4		3/3		2/2		100	%

David P. Smith		10/10		4/4		2/2		—		—		—		100	%

Brooke Wade		10/10		—		2/2		—		3/3		2/2		100	%

1.	Mr. Guidry is not a member of any committee of the Board as he is not considered to be an independent director. Mr. Guidry participates in various committee meetings; however, each committee holds executive sessions without Mr. Guidry present.

2.	Directors who are not members of the committee attended certain meetings by invitation.

Executive Sessions

As part of each regularly scheduled Board meeting, the independent directors meet without our management team. The Board Chair leads such discussions.



Gran Tierra Energy 2023 Proxy Statement		25

PROPOSAL 1: ELECTION OF DIRECTORS

INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS

The Board has five standing committees: an Audit Committee, a Compensation Committee, a Health, Safety and Environment Committee, a Nominating and Corporate Governance Committee, and a Reserves Committee. The composition and responsibilities are described below. Members serve on these committees until their resignation or until otherwise determined by the Board.

The committees regularly report their activities and actions to the full Board, generally at the next Board meeting following the committee meeting. Each of the committees operates under a charter approved by the Board. Current copies of the charters of the committees are available on the Company’s website at www.grantierra.com/governance.



				Audit Committee

				~~Communications With~~ David P. Smith (Chair) Evan Hazell Robert B. Hodgins Alison Redford Ronald W. Royal						The Audit Committee oversees the accounting and financial reporting process and the audit of the Company’s financial statements, and assists the Board ~~Of Directors~~in monitoring the financial systems and Gran Tierra’s legal and regulatory compliance. The Audit Committee met four times in 2022 and at each meeting met with our independent auditors and the internal auditor, both privately and in the presence of management. The Audit Committee is responsible for, among other things: • Evaluation and retention of Auditors • Approval of audit engagements • Approval of non-audit services • Review of audited financial statements and management’s discussion and analysis • Review of quarterly financial statements • Review of earnings press releases • Review of accounting principles and policies �� Establish procedures for the receipt, retention and treatment of complaints relating to accounting, internal accounting controls or auditing matters and violations of applicable laws, rules and regulations • Review of guidelines and policies with respect to risk assessment and risk management • Review of the scope, adequacy and effectiveness of internal control over financial reporting • Review and oversee the internal audit function • Approval of the Company’s hedging policies The ~~Board has~~Audit Committee operates under a written charter that was adopted ~~a formal process~~ by ~~which stockholders and other interested persons may communicate with~~ the Board ~~or any~~and satisfies the applicable standards of ~~its directors. This information~~the SEC and the NYSE American. A copy of the Audit Committee Charter is available on Gran Tierra’s website at www.grantierra.com/governance.
				~~BOARD STRUCTURE AND PROCESSES~~ The Board has determined that each of the members of the Audit Committee satisfies the requirements for audit committee independence and financial literacy under the rules and regulations of the NYSE American and the SEC. The Board has determined that Messrs. Hodgins and Smith are financial experts as per Item 407(d)(5) of Regulation S-K established by the SEC. The Audit Committee held four meetings during the fiscal year ended December 31, 2022.



26		Gran Tierra Energy 2023 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS



				Compensation Committee

				Brooke Wade (Chair) Peter J. Dey Robert B. Hodgins David Smith						The Compensation Committee acts on behalf of the Board to review, recommend for adoption and oversee Gran Tierra’s compensation strategy, policies, plans and programs. The Compensation Committee’s responsibilities include, among other things: ~~Board Leadership Structure~~ ~~Robert B. Hodgins currently serves as non-executive Chairman~~• Review and approve the components of ~~our Board. The Board believes that~~compensation for the current board leadership structure, coupled with a strong emphasis on board independence, effectively allocates authority, responsibility, and oversight between management and the independent members of our Board. We believe separation of the roles of Chairman and Chief Executive Officer ~~helps preserve our Board’s independence~~ and ~~objectivity~~other executive officers • Review and ~~provides an appropriate division of labor between our Chairman~~approve the corporate goals and objectives relevant to the compensation for the Chief Executive ~~Officer.~~ Officer and other executive officers • Evaluate the performance of the Chief Executive Officer and other executive officers in light of established goals and objectives • Establish policies with respect to equity compensation arrangements • Review the risks arising from our compensation policies and practices • Review and approve the compensation and other terms of employment or service, including severance and change-in-control arrangements, of Gran Tierra’s Chief Executive Officer and the other executive officers • Oversee Gran Tierra’s equity compensation plans for employees and directors • Evaluate and make recommendations regarding director compensation • Select compensation consultants and other advisors • Review the Compensation Discussion and Analysis The ~~Chairman~~Compensation Committee operates under a written charter that was adopted by the Board and satisfies the applicable standards of ~~our~~the SEC and the NYSE American. A copy of the Compensation Committee Charter is available on Gran Tierra’s website at www.grantierra.com/governance.
				The Board ~~presides over~~has determined that each of the members of the Compensation Committee satisfies the requirements for compensation committee independence under the rules and regulations of the NYSE American and the SEC. The Compensation Committee held two meetings during the fiscal year ended December 31, 2022.



				Health, Safety and Environment Committee

				Evan Hazell (Chair) Peter Dey Alison Redford Ronald W. Royal Sondra Scott						The Health, Safety and Environment Committee acts on behalf of the Board ~~presides over meetings of stockholders, consults~~ and ~~advises~~assists the Board in fulfilling its responsibilities in relation to environmental, health and ~~its committees on~~safety matters, including monitoring and overseeing the ~~business~~Company’s policies and ~~affairs~~procedures for ensuring compliance by the Company with environmental regulatory requirements and ensuring that employees are provided with a safe environment in which to perform their duties. The Health, Safety and Environment Committee is responsible for, among other things:
				The Board has determined that each of the members of the Health, Safety and Environment Committee satisfies the requirements for independence under the rules and regulations of the NYSE American. The Health, Safety and Environment Committee is scheduled to meet each quarter, and held four meetings during the fiscal year ended December 31, 2022.						• Develop and approve the environmental, health and safety goals and objectives of the Company • Review and monitor the environmental policies and activities of the Company and ~~performs additional duties as~~review and monitor the Company’s compliance programs with respect to environmental laws and legislation and that the Company conforms with industry standards • Review and monitor the health and safety policies and activities of the Company • Review and discuss with management environmental, health and safety compliance issues and incidents of non-compliance and discuss with management the Company’s response with respect to those matters • Review significant external or internal audit or consultants’ reports relating to environmental, health or safety matters; • Review significant legislative and regulatory changes including policy proposals and modifications that could impact the Company • Review and report to the Board ~~may otherwise determine~~on the sufficiency of resources available for carrying out the actions and ~~delegate.~~activities recommended The Health, Safety and Environment Committee operates under a written charter that was adopted by the Board, ~~Effectiveness~~a copy of which is available on Gran Tierra’s website at www.grantierra.com/governance.



Gran Tierra Energy 2023 Proxy Statement		27

PROPOSAL 1: ELECTION OF DIRECTORS



				Reserves Committee

				Ronald W. Royal (Chair) Evan Hazell Sondra Scott Brooke Wade						The Reserves Committee acts on behalf of the Board and ~~Director Assessment~~assists the Board in fulfilling its oversight responsibilities with respect to evaluating and reporting on the Company’s oil and gas reserves. The Reserves Committee is responsible for, among other things: • Approve the engagement of the independent reserves evaluators and their compensation and evaluate any such reserve evaluator’s performance • Review disclosure procedures with respect to the oil and gas activities of the Company • Review the Company’s procedures for providing information to the independent reserves evaluator • Meet with the independent reserves evaluators • Make recommendations to the Board regarding the approval of the Company’s year-end reserves evaluations The Reserves Committee operates under a written charter that was adopted by the Board, a copy of which is available on Gran Tierra’s website at www.grantierra.com/governance.
				The Board ~~performs an annual self-assessment, led by the Chair~~has determined that each of the ~~Nominations~~members of the Reserves Committee satisfies the requirements for independence under the rules and regulations of the NYSE American. The Reserves Committee held two meetings during the fiscal year ended December 31, 2022.

Nominating and Corporate Governance Committee

Peter J. Dey (Chair)
Robert B. Hodgins
Alison Redford
Sondra Scott
Brooke Wade

The Nominating and Corporate Governance Committee assists the Board in overseeing the Company’s corporate governance functions; identify, review and evaluate candidates to ~~evaluate its effectiveness in fulfilling its obligations. Directors complete a written questionnaire covering~~serve as directors of Gran Tierra, assessing the performance of the Board and ~~its committees. The Chair~~management, and developing a set of the Nominations and Corporate Governance Committee then interviews each director to obtain an assessment of the effectiveness of the Board and committees, as well as director performance and Board dynamics, summarizes these individual assessmentscorporate governance principles for ~~discussion with the Board and committees, and then leads a discussion with the Nominating and Corporate Governance Committee and the Board.~~

~~Considerations in Evaluating Director Nominees~~

Gran Tierra. The Nominating and Corporate Governance Committee is responsible for, ~~identifying~~among other things:

• Identify and ~~recruiting new candidates for nomination to the Board. The Nominating and Corporate Governance Committee considers~~review director nominees

• Consider recommendations for Board nominees ~~for directorships~~and proposals submitted by ~~stockholders. The Company will evaluate director nominees proposed by~~the Company’s stockholders on the same basis as recommendations received from any other source. Please see “Stockholder Proposals” in this Proxy Statement and our Bylaws for procedures to submit director nominees to the Nominating and Corporate Governance Committee.

~~In developing recommendations~~• Assess the performance of the Board

• Recommend chair and membership of board committees

• Review director independence

• Review succession planning for the Board ~~the Nominating~~ and Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for directors. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of Gran Tierra and the long-term interests of stockholders. Some of the qualifications that the Nominating and Corporate Governance Committee considers include:

●

~~independence (as per applicable NYSE American listing standards and applicable SEC rules and regulations)~~

●

~~relevant industry experience~~

●

~~excellence in his or her field~~

●

~~potential conflicts of interest and other commitments~~

●

~~board experience~~

●

~~ethics~~

●

~~diversity of experience~~

~~In conducting this assessment, the Nominating and Corporate Governance Committee considers diversity, age, skills, and such other factors as it deems appropriate given the current needs of~~key leadership roles on the Board and ~~Gran Tierra,~~its committees

• Review the Board’s leadership structure and recommend changes to ~~maintain a balance of knowledge, experience~~the Board

• Consider and ~~capability.~~review continuing education for directors

• Review and assess our Corporate Governance Guidelines

• Review succession planning for our Chief Executive Officer and other executive officers

• Review insurance coverage for the directors and executive officers

The Nominating and Corporate Governance Committee ~~believes~~operates under a written charter that ~~candidates should have certain minimum qualifications including:~~was adopted by the Board and satisfies the applicable standards of the SEC and the NYSE American. A copy of the Compensation Committee Charter is available on Gran Tierra’s website at www.grantierra.com/governance.

●

~~the highest personal and professional ethics and integrity~~

●

~~skills that are complementary to those of the existing Board~~

●

~~financial literacy~~

●

~~sound business judgment~~

●

~~commitment to represent the long-term interests of Gran Tierra’s stockholders~~

~~To identify, recruit and evaluate qualified candidates for~~The Board has determined that each of the ~~Board,~~members of the Nominating and Corporate Governance Committee ~~may use~~satisfies the ~~services of professional search firms. In some cases, nominees have been individuals known to Board members or others through business or other relationships. In~~requirements for independence under the ~~case of Sondra Scott, a third-party professional search firm identified her as a potential director nominee.~~

~~Director Tenure~~

Gran Tierra does not have a retirement policy or term limit for directors. We review our Board composition annually to ensure our board has the right skills to ensure the Company’s long-term success. The Company added one new director in 2017,rules and ~~in the last three years, the refreshment rate for Gran Tierra’s board has been 100%.~~

~~Orientation and Education~~

~~The purpose~~regulations of the ~~Director Orientation and Education Program is to ensure there is an orientation program for new directors and an ongoing education program for existing directors.~~NYSE American. The program includes materials and resources that will inform and educate directors on the Company’s corporate governance framework, its business, operations and current issues and strategies. New directors are provided with a copy of the Company’s director’s manual which includes the Board and Committee mandates, corporate governance guidelines and other company policies. New directors attend an orientation session at which senior management review the Company’s business, strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Business Conduct and Ethics, its principal officers, and its internal and independent auditors.

Each director is expected to maintain the necessary level of expertise to perform his or her responsibilities as a director. Continuing education is provided through a number of methods, including an annual dedicated strategy session, presentations from senior management, employees, and outside experts to the Board and its Committees on topics of interest and developing issues, as well as the ongoing distribution of relevant information. These presentations, meetings and discussions serve to increase the Board’s knowledge of the Company and its business, and assist the Board in the execution of its duties.

~~Director Meetings and Attendance~~

Directors are expected to attend, in person or by telephone, all meetings of the Board and all meetings of each committee of which they are a member. All of the directors who were nominated attended the 2017 annual meeting.

	~~Meetings~~ ~~Attended / Meetings Held~~ ⁽²⁾
~~Name~~	~~Board~~	~~Audit~~ ~~Committee~~	~~Compensation~~ ~~Committee~~	~~Health,~~ ~~Safety~~ ~~and~~ ~~Environment~~ ~~Committee~~	~~Nominating~~ ~~and~~ ~~Corporate~~ ~~Governance~~ ~~Committee~~	~~Reserves~~ ~~Committee~~	~~Overall~~ ~~Attendance~~
~~Peter J. Dey~~	~~9/9~~	—	~~3/3~~	—	~~2/2~~	—	~~100%~~
~~Gary S. Guidry~~⁽¹⁾	~~9/9~~	—	—	—	—	—	~~100%~~
~~Evan Hazell~~	~~9/9~~	—	—	~~4/4~~	—	~~3/3~~	~~100%~~
~~Robert B. Hodgins~~	~~9/9~~	~~4/4~~	~~3/3~~	—	~~2/2~~	—	~~100%~~
~~Ronald W. Royal~~	~~9/9~~	~~4/4~~	—	~~4/4~~	—	~~3/3~~	~~100%~~
~~Sondra Scott~~⁽³⁾	~~2/2~~	—	—	~~1/1~~	—	—	~~100%~~
~~David P. Smith~~	~~9/9~~	~~4/4~~	—	~~4/4~~	—	—	~~100%~~
~~Brooke Wade~~	~~9/9~~	—	~~3/3~~	—	~~2/2~~	~~3/3~~	~~100%~~

~~(1)~~

Mr. Guidry is not a member of any committee of the Board as he is not considered to be an independent director. Mr. Guidry participates in various committee meetings; however, each committee holds executive sessions without Mr. Guidry present.

~~(2)~~

~~Directors who are not members of the committee attended certain of these meetings by invitation.~~

~~(3)~~

~~Ms. Scott was appointed to the Board, Nominating and Corporate Governance Committee, Reserves Committee and Health, Safety and Environment Committees effective September 19, 2017.~~

~~Executive Sessions~~

~~As part of each regularly scheduled Board meeting, the independent directors meet without our management team. The Chairman leads such discussions.~~

~~INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS~~

~~The Board has five standing committees: an Audit Committee, a Compensation Committee, a Health, Safety and Environment Committee, a~~ Nominating and Corporate Governance Committee ~~and a Reserves Committee. The composition and responsibilities are described below. Members serve on these committees until their resignation or until otherwise determined by~~held three meetings during the ~~Board.~~fiscal year ended December 31, 2022.

~~Audit Committee~~

~~Members:~~ ~~David P. Smith (Chair), Robert B. Hodgins and Ronald W. Royal~~

The Board has determined that each of the members of the Audit Committee satisfies the requirements for audit committee independence and financial literacy under the rules and regulations of the NYSE American and the SEC. The Board has determined that Messrs. Hodgins and Smith are financial experts as per Item 407(d)(5) of Regulation S-K established by the SEC. The Audit Committee held four meetings during the fiscal year ended December 31, 2017.

The Audit Committee oversees the accounting and financial reporting process and the audit of the Company’s financial statements, and assists the Board in monitoring the financial systems and Gran Tierra’s legal and regulatory compliance. The Audit Committee met four times in 2017 and at each meeting met with our independent auditors and the internal auditor, both privately and in the presence of management. The Audit Committee is responsible for, among other things:

~~● Evaluation and retention of Auditors~~

~~● Approval of audit engagements~~

~~● Approval of non-audit services~~

~~● Review of audited financial statements and management’s discussion and analysis~~

~~● Review of quarterly financial statements~~

~~● Review of earnings press releases~~

~~● Review of accounting principles and policies~~

~~● Review of guidelines and policies with respect to risk assessment and risk management~~

~~● Review of the scope, adequacy and effectiveness of internal control over financial reporting~~

~~● Review and oversee the internal audit function~~

~~● Approval of the Company’s hedging policies and procedures~~

The Audit Committee operates under a written charter that was adopted by the Board and satisfies the applicable standards of the SEC and the NYSE American. A copy of the Audit Committee Charter is available on Gran Tierra’s website at www.grantierra.com/governance.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee has at any time been an officer or employee of Gran Tierra. No member of the Board or of the Compensation Committee served as an executive officer of another entity that had one or more of our executive officers serving as a member of that entity’s board or compensation committee.


	27

Gran Tierra Energy 2023 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

~~Compensation Committee~~

~~Members:~~ ~~Brooke Wade (Chair), Peter J. Dey and Robert B. Hodgins~~

The Board has determined that each of the members of the Compensation Committee satisfies the requirements for compensation committee independence under the rules and regulations of the NYSE American and the SEC. The Compensation Committee held three meetings during the fiscal year ended December 31, 2017.

The Compensation Committee acts on behalf of the Board to review, recommend for adoption and oversee Gran Tierra’s compensation strategy, policies, plans and programs. The Compensation Committee is responsible for, among other things:

~~● Review and approve the components of compensation for the Chief Executive Officer and other executive officers~~

~~● Review and approve the corporate goals and objectives relevant to the compensation for the Chief Executive Officer and other executive officers~~

~~● Evaluate the performance of the Chief Executive Officer and other executive officers in light of established goals and objectives~~

~~● Establish policies with respect to equity compensation arrangements~~

~~● Review the risks arising from our compensation policies and practices~~

● Review and approve the compensation and other terms of employment or service, including severance and change-in-control arrangements, of Gran Tierra’s Chief Executive Officer and the other executive officers

~~● Oversee Gran Tierra’s equity compensation plans for employees and directors~~

~~● Evaluate and make recommendations regarding director compensation~~

~~● Select compensation consultants and other advisors~~

~~● Review the Compensation Discussion and Analysis~~

The Compensation Committee operates under a written charter that was adopted by the Board and satisfies the applicable standards of the SEC and the NYSE American. A copy of the Compensation Committee Charter is available on Gran Tierra’s website at www.grantierra.com/governance.

~~Health, Safety and Environment Committee~~

~~Members:~~ ~~Evan Hazell (Chair), Ronald W. Royal, Sondra Scott and David P. Smith~~

The Board has determined that each of the members of the Health, Safety and Environment Committee satisfies the requirements for independence under the rules and regulations of the NYSE American. The Health, Safety and Environment Committee held four meetings during the fiscal year ended December 31, 2017.

The Health, Safety and Environment Committee acts on behalf of the Board and assists the Board in fulfilling its responsibilities in relation to environmental, health and safety matters, including monitoring and overseeing the Company’s policies and procedures for ensuring compliance by the Company with environmental regulatory requirements and ensuring that employees are provided with a safe environment in which to perform their duties. The Health, Safety and Environment Committee is responsible for, among other things:

~~● Develop and approve the environmental, health and safety goals and objectives of the Company~~

● Review and monitor the environmental policies and activities of the Company to ensure that the Company is in compliance with environmental laws and legislation and that the Company conforms with industry standards

~~● Review and monitor the health and safety policies and activities of the Company~~

● Review environmental, health and safety compliance issues and incidents of non-compliance to determine that the Company is taking all necessary action in respect of those matters and that the Company has been diligent in carrying out its responsibilities and activities in that regard

~~● Review significant external or internal audit or consultants’ reports relating to environmental, health or safety matters;~~

~~● Review significant legislative and regulatory changes including policy proposals and modifications that could impact the Company~~

~~The Health, Safety and Environment Committee operates under a written charter that was adopted by the Board, a copy of which is available on Gran Tierra’s website at www.grantierra.com/governance.~~

DIRECTOR COMPENSATION

~~Reserves Committee~~

~~Members:~~ ~~Ronald W. Royal (Chair), Evan Hazell, Sondra Scott and Brooke Wade~~

The Board has determined that each of the members of the Reserves Committee satisfies the requirements for independence under the rules and regulations of the NYSE American. The Reserves Committee held three meetings during the fiscal year ended December 31, 2017.

The Reserves Committee acts on behalf of the Board and assists the Board in fulfilling its oversight responsibilities with respect to evaluating and reporting on the Company’s oil and gas reserves. The Reserves Committee is responsible for, among other things:

~~● Approve the engagement of the independent reserves evaluators and their compensation~~

~~● Review disclosure procedures with respect to the oil and gas activities of the Company~~

~~● Review the Company’s procedures for providing information to the independent reserves evaluator~~

~~● Meet in-camera with the independent reserves evaluators~~

~~● Make recommendations to the Board regarding the approval of the Company’s year-end reserves evaluations~~

~~The Reserves Committee operates under a written charter that was adopted by the Board, a copy of which is available on Gran Tierra’s website at www.grantierra.com/governance.~~

The objective of Gran Tierra’s compensation program for non-executive directors is to attract and retain directors of a quality and nature that will enhance our long-term sustainable profitability and growth. Director compensation is intended to provide an appropriate level of remuneration considering the experience, responsibilities, time commitment and accountability of their roles. The Company intends for Director compensation to be competitive with our peer companies. Any director who is also an employee of the Company does not receive additional compensation for serving as a director.

~~Nominating and Corporate Governance Committee~~

~~Members:~~ ~~Peter J. Dey (Chair), Robert B. Hodgins, Sondra Scott and Brooke Wade~~

The Board has determined that each of the members of the Nominating and Corporate Governance Committee satisfies the requirements for independence under the rules and regulations of the NYSE American. The Nominating and Corporate Governance Committee held two meetings during the fiscal year ended December 31, 2017.

~~The Nominating and Corporate Governance Committee acts on behalf of the Board to identify, review and evaluate candidates to serve as~~

Non-executive director compensation is reviewed annually by the Nominating and Corporate Governance Committee to ensure that it is reasonable in light of the time required from directors and aligns directors’ interests with those of our stockholders.

In order to align the interests of our directors and the stockholders they represent, the Company divides the compensation of non-executive directors into cash and equity components.

We further align the interests of our directors with our stockholders by requiring that Directors own a minimum number of shares or Deferred Stock Units (“DSUs” and each a “DSU”). Each non-executive director must hold shares or DSUs with a value equal to three times the annual cash retainer. The shareholdings of each non-executive director are valued using either the closing price of our shares on December 31 each year or the value at the time they were acquired, whichever is greater. Directors have five years to meet the share ownership requirement. As of December 31, 2022, all of the current Directors have met their share ownership.

Directors’ DSU Plan

The DSU plan allows directors of Gran Tierra, making recommendations to the Board regarding corporate governance issues, assessing the performance of the Board and management, and developing a set of corporate governance principles for Gran Tierra. The Nominating and Corporate Governance Committee is responsible for, among other things:

~~● Identify and review director nominees~~

~~● Consider recommendations for Board nominees and proposals submitted by the Company’s stockholders~~

~~● Assess the performance of the Board~~

~~● Recommend chair and membership of board committees~~

~~● Review director independence~~

~~● Consider and review continuing education for directors~~

~~● Review and assess our Corporate Governance Guidelines~~

~~● Review succession planning for our Chief Executive Officer and other executive officers~~

~~● Review insurance coverage for the directors and executive officers~~

The Nominating and Corporate Governance Committee operates under a written charter that was adopted by the Board and satisfies the applicable standards of the SEC and the NYSE American. A copy of the Compensation Committee Charter is available on Gran Tierra’s website at www.grantierra.com/governance.

~~Compensation Committee Interlocks And Insider Participation~~

~~DIRECTOR COMPENSATION~~

The objective of Gran Tierra’s compensation program for non-executive directors is to attract and retain directors of a quality and nature that will enhance our long-term sustainable profitability and growth. Director compensation is intended to provide an appropriate level of remuneration considering the experience, responsibilities, time commitment and accountability of their roles. Any director who is also an employee of the Company does not receive additional compensation for serving as a director.

In addition, we align the interests of our directors with our stockholders by requiring that Directors own a minimum number of shares or Deferred Stock Units (“DSUs” and each a “DSU”). Each non-executive director must hold shares or DSUs with a value equal to three times the annual cash retainer. The shareholdings of each non-executive director are valued using either the closing price of our shares on December 31 each year or the value at the time they were acquired, whichever is greater. Directors have five years to meet the share ownership requirement.

~~Directors’ DSU Plan~~

~~The Board introduced a DSU program in 2016 as a vehicle through which directors may elect~~ to defer receipt of their fees and invest such deferred amounts in notional shares of Gran Tierra. Directors who have elected to be paid all or a portion of the annual retainer in DSUs receive their awards on a quarterly basis effective the first day of each quarter. The number of DSUs credited to each director is calculated by dividing the dollar value of the portion of the director’s retainer that he or she has elected to be paid in the form of DSUs by the fair market value of a common share of Gran Tierra on the day of determination. The DSUs vest immediately but are not paid out until the director ceases to be a director of Gran Tierra. The Board has discretion to settle the DSUs in common shares or in a cash amount equal to the market value of common shares at the time of settlement. DSUs are not shares and do not carry voting rights. DSUs received by directors in lieu of cash compensation and held by them represent an at-risk investment in Gran Tierra. The value of DSUs is based on the value of the common shares of Gran Tierra, and therefore is not guaranteed.

~~Fees and Retainers for 2017~~

The director compensation structure for non-executive directors consists of an all-inclusive Board retainer and consists of both a cash component and an equity component. Each of these components is described below in more detail.

2017 Annual
Equity Retainer
2017 Annual Cash Retainer and Travel Fees⁽¹⁾ (DSUs, RSUs, Stock Options)⁽¹⁾
Chairman of the Board $ 73,735 $ 103,627
Director $ 43,842 $ 56,198
Audit Committee Chair $ 35,871
Other Committee Chairs $ 23,914
Committee Members $ 11,957
Travel Fee (over three hours) per meeting $ 1,196

~~(1)~~

~~All compensation to non-employee directors is paid in Canadian dollars and converted into U.S. dollars for the purposes of the above table.~~

The cash retainer portion of the director’s fees can be taken in the form of cash, restricted stock Units (“RSUs”), DSUs or any combination thereof, as elected by each non-employee director. The equity portion must be taken in the form of equity until the stock ownership guideline is achieved. A maximum of 25% of the equity retainer can be taken as stock options which vest immediately and expire after five years. DSUs vest immediately but are not paid out until the director ceases to be a director of Gran Tierra. The Board has discretion to settle the DSUs in common shares or in a cash amount equal to the market value of common shares at the time of settlement. DSUs are not shares and do not carry voting rights. DSUs received by directors in lieu of cash compensation and held by them represent an at-risk investment in Gran Tierra. The value of DSUs is based on the value of the common shares of Gran Tierra, and therefore is not guaranteed.

2022 Non-Executive Director Compensation

Annually, our Board of Directors reviews the competitiveness of our compensation program for non-executive directors. There were no changes to the Director compensation program in 2022.

The director compensation structure for non-executive directors as of January 1, 2022 is as follows:



	2022 Annual Cash Retainer and Travel Fees ⁽¹⁾		2022 Annual Equity Retainer (DSUs, RSUs, Stock Options) ⁽¹⁾

Board Chair	$	68,015	$	139,706

Board Member	$	40,441	$	95,956

Audit Committee Chair	$	33,088

Other Committee Chairs	$	22,059

Committee Members	$	11,029

Travel Fee (over three hours) per meeting	$	1,103

(1)	All compensation to non-employee directors is paid in Canadian dollars and converted into U.S. dollars for the purposes of the above table. The exchange rate at December 31, 2022 was one US dollar to Canadian $1.3600.

The cash retainer portion of the director’s fees can be taken in the form of cash, restricted stock units (“RSUs”), DSUs or any combination thereof, as elected by each non-employee director. The equity portion must be taken in the form of equity until the stock ownership guideline is achieved. A maximum of 25% of the equity retainer can be taken as stock options which vest immediately and expire after five years. DSUs vest immediately but are not paid out until the director ceases to be a director of Gran Tierra and RSUs vest and are paid out after three years. The number of DSUs, RSUs or stock options credited to each director is calculated by dividing the dollar value of the portion of the director’s retainer to be paid in the form of DSUs, RSUs or stock options by the fair market value of Gran Tierra’s stock on the day of determination. A travel fee is paid to each director for travel over three hours to a Board meeting.


	31

~~Director Compensation Table~~Gran Tierra Energy 2023 Proxy Statement29

PROPOSAL 1: ELECTION OF DIRECTORS

Director Compensation Table

The following table shows for the fiscal year ended December 31, 2022, the value of amounts paid or granted to all non-employee directors of Gran Tierra.



	Fees Earned or Paid in Cash ($) ⁽¹⁾		Equity Retainer				All Other Compensation ($) ⁽⁴⁾		Total ($)
	Fees Earned or Paid in Cash ($) ⁽¹⁾		Stock Awards ⁽²⁾		Stock Options ⁽³⁾		All Other Compensation ($) ⁽⁴⁾		Total ($)

Peter J. Dey		84,559		71,967		23,989		5,515		186,030

Evan Hazell		84,559		95,956		-		1,103		181,618

Robert B. Hodgins		101,103		139,706		-		8,824		249,632

Alison Redford		73,529		47,978		47,978		3,309		172,794

Ronald W. Royal		84,559		71,967		23,989		4,412		184,926

Sondra Scott		169,485		-		-		5,515		175,000

David P. Smith		84,559		71,967		23,989		7,721		188,235

Brooke Wade		84,559		71,967		23,989		1,103		181,618

(1)

Amounts reported in this column represent cash and committee retainers. Cash fees that were deferred by an election of a director and received in the form of DSUs (Stock Awards) are reported in the table below. All compensation to non-employee directors is paid in Canadian dollars and converted into U.S. dollars for the ~~fiscal year ended~~purposes of the above table. For 2022 compensation amounts, the exchange rate at December 31, ~~2017,~~2022 of one U.S. dollar to Canadian $1.3600 is used.



	Cash Fees - Cash Retainer

	Cash ($)		Stock Awards (#DSUs)

Peter J. Dey		0		84,559

Evan Hazell		40,441		44,118

Robert B. Hodgins		101,103		0

Alison Redford		51,287		22,242

Ronald W. Royal		0		84,559

Sondra Scott		169,485		0

David P. Smith		40,441		44,118

Brooke Wade		0		84,559

(2)

Amounts in the Stock Awards column reflect the aggregate grant date fair value of DSUs computed in accordance with GAAP. The Company currently intends to settle the DSUs outstanding as of December 31, 2022 in cash, and, therefore, DSUs are accounted for as liability instruments. The amounts in this column include DSUs which were issued as a result of an election by the directors to be paid a portion of their retainer in the form of DSUs. The value ultimately realized by each director may or ~~granted~~may not be equal to this determined value. As of December 31, 2022, each of the non-employee directors had aggregate outstanding DSUs as follows, all ~~non-employee~~of which were fully vested: Mr. Dey – 1,082,684; Mr. Hazell – 909,043; Mr. Hodgins – 982,651; Ms. Redford – 146,457; Mr. Royal – 1,115,891; Ms. Scott – 755,787; Mr. Smith – 453,455; and Mr. Wade – 1,115,891. None of the directors ~~of Gran Tierra:~~hold RSUs.

Fees Earned or
Paid in Cash ($)⁽¹⁾
Option Awards
($)
All Other
Compensation ($)⁽⁴⁾ Total
($)
Peter J. Dey 130,752 5,381 136,133
Evan Hazell 131,999 1,196 133,195
Robert B. Hodgins 209,297 5,978 215,275
Ronald W. Royal 142,254 4,783 147,037
Sondra Scott 38,465 81,919 2,391 122,775
David P. Smith 145,735 5,978 151,713
Brooke Wade 142,254 1,196 143,450

~~(1)~~

Amounts reported in this column represent Board and committee retainers. Cash fees that were deferred by an election of a director and received in the form of DSUs (Stock Awards) or Option Awards are reported in the table below. All compensation to non-employee directors is paid in Canadian dollars and converted into U.S. dollars for the purposes of the above table. For 2017 compensation amounts, the exchange rate at December 29, 2017 of one U.S. dollar to Canadian $1.2545 is used.

Stock Awards Option Awards
Cash ($) ($)⁽²⁾ ($)⁽³⁾
Peter J. Dey — 117,233 13,519
Evan Hazell 32,881 85,599 13,519
Robert B. Hodgins 109,606 99,691 —
Ronald W. Royal — 128,735 13,519
Sondra Scott 22,528 15,937 —
David P. Smith 91,670 40,546 13,519
Brooke Wade — 128,735 13,519

(3)

~~(2)~~

Amounts in the Stock Awards column reflect the aggregate grant date fair value of DSUs computed in accordance with GAAP. The Company currently intends to settle the DSUs outstanding as of December 31, 2017 in cash, and, therefore, DSUs are accounted for as liability instruments. The amounts in this column include DSUs which were issued as a result of an election by the directors to be paid a portion of their retainer in the form of DSUs. The value ultimately realized by each director may or may not be equal to this determined value. As of December 31, 2017, each of the non-employee directors had aggregate outstanding DSUs as follows, all of which were fully vested: Mr. Dey – 71,120; Mr. Hazell – 66,887; Mr. Hodgins – 77,899; Mr. Royal – 100,595; Ms. Scott – 6,990; Mr. Smith – 31,682; and Mr. Wade – 100,595. None of the directors hold RSUs.

~~(3)~~

Amounts in the Options Awards column reflect the aggregate grant date fair value computed in accordance with ASC 718. Assumptions made in the valuation of stock options granted are discussed in Note 7 to Gran Tierra’s 2017 Consolidated Financial Statements, which can be found in Item 8 of the Form 10-K filed with the SEC on February 27, 2018. The amounts in this column include stock options which were issued as a result of an election by the directors to be paid a portion of the equity retainer in the form of stock options. As of December 31, 2017, each of the non-employee directors had aggregate outstanding stock options as follows: Mr. Dey – 108,184; Mr. Hazell – 108,184; Mr. Hodgins - 85,000; Mr. Royal – 108,184; Ms. Scott – 85,000; Mr. Smith – 108,184 and Mr. Wade – 108,184.

(4)

Amounts reported in this column represent fees paid for travel to or from a meeting ~~of the Board in excess of three hours per meeting.~~

~~Director Share Ownership Requirements~~

Gran Tierra has introduced a policy requiring directors to acquire common shares and/or DSUs equivalent in value to three times their annual cash retainer within five years from the date of first election to the Board. The following table sets out the non-executive director share ownership requirements for 2017.

~~Ownership Requirement 2017~~

~~Chairman of the Board~~

~~3x annual Board cash retainer fees in Common Shares and DSUs~~

~~$73,735 x 3 = $221,204~~

~~Non-Executive Directors~~

~~3x annual Board cash retainer fees in Common Shares and DSUs~~

~~$43,842 x 3 = $131,527~~

~~All of the current Directors have met or have additional time to achieve their share ownership requirements as at December 31, 2017.~~

Name Common
Shares
(#) DSUs
(#) Total Value of
Common Shares
and DSUs (1)
($) Share
Ownership
Requirement
($) Share
Ownership
Achievement Share
Ownership
Requirement
Date
Peter J. Dey 20,000 71,120 246,024 131,527 Achieved Feb. 2021
Evan Hazell 55,000 66,887 329,095 131,527 Achieved Feb. 2021
Robert B. Hodgins 10,000 77,899 237,327 221,204 Achieved Feb. 2021
Ronald W. Royal 254,667 100,595 959,207 131,527 Achieved Feb. 2021
Sondra Scott – 6,990 18,873 131,527 In Progress Sept. 2022
David P. Smith 187,500 31,682 591,791 131,527 Achieved Feb. 2021
Brooke Wade 492,600 100,595 1,601,627 131,527 Achieved Feb. 2021

~~(1)~~

~~Based on the closing market price of the Company’s shares on December 29, 2017 of $2.70.~~

~~Directors’ and Officers’ Insurance~~

We maintain an insurance policy for directors’ and officers’ liability. It provides coverage for costs incurred to defend and settle claims against directors or officers up to an annual limit of $100 million. The cost of coverage for 2017 was approximately $390,000. Directors and officers do not pay any portion of the premiums. No claims were made or became payable in 2017.

~~AUDIT- RELATED MATTERS~~

~~PROPOSAL 2:~~

~~RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS~~

The Audit Committee of the Board has selected KPMG LLP as Gran Tierra’s independent registered public accounting firm for the fiscal year ending December 31, 2018, and has further directed that management submit the selection of independent registered public accounting firm for ratification by the stockholders at the annual meeting.

Neither Gran Tierra’s Bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG LLP as Gran Tierra’s independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in ~~its discretion may direct the appointment~~excess of ~~different independent auditors at any time during the year if it determines that such a change would be in the best interests of Gran Tierra and its stockholders.~~three hours per meeting.

Representatives of KPMG LLP are expected to be present at the annual meeting and will have an opportunity to make a statement and respond to appropriate questions from stockholders raised at the meeting.

~~THE BOARD UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.~~

~~RECENT CHANGE IN INDEPENDENT AUDITORS~~

As previously reported in a Current Report on Form 8-K, on March 12, 2018, the Audit Committee of the Board of Directors of the Company approved the dismissal of Deloitte LLP (“Deloitte”) as the Company’s independent registered public accounting firm. On March 12, 2018, the Company notified Deloitte of its dismissal effective immediately. Also, on March 12, 2018, the Committee approved the engagement of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm. KPMG was formally engaged on March 12, 2018.

Deloitte’s reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2017 and 2016 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the two most recent fiscal years ended December 31, 2017 and 2016 and in the subsequent interim period through the Dismissal Date, there were (i) no disagreements between the Company and Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreement in its reports on the consolidated financial statements for such years and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). The Company provided Deloitte with a copy of the disclosure from its Current Report on Form 8-K, and requested that Deloitte furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether Deloitte agrees with the disclosures contained in this Current Report on Form 8-K, and, if not, stating the respects in which it does not agree. The Company received the requested letter from Deloitte and a copy of Deloitte’s letter was filed as Exhibit 16.1 to its Current Report on Form 8-K.

Furthermore, during the Company’s two most recent fiscal years ended December 31, 2017 and 2016 and the subsequent interim period through the Dismissal Date, neither the Company nor anyone on its behalf has consulted with KPMG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).


	34

~~AUDIT COMMITTEE REPORT~~

Gran Tierra Energy 2023 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

Director Share Ownership Requirements

Gran Tierra maintains a policy requiring directors to acquire common shares and/or DSUs equivalent in value to three times their annual cash retainer within five years from the date of first election to the Board. The following table sets out the non-executive director share ownership requirements for 2022.



		Ownership Requirement 2022

~~The Audit Committee is a committee of the~~ Board ~~comprised solely of independent directors as required by the listing standards of the NYSE American~~Chair		3x annual Board cash retainer fees in Common Shares and ~~rules of the SEC. In accordance with the written Audit Committee Charter, the Audit Committee assists the~~DSUs 3 X $68,015 = $204,045

Non-Executive Directors		3x annual Board cash retainer fees in ~~fulfilling its responsibility for oversight of the quality~~Common Shares and ~~integrity of the accounting, auditing and financial reporting practices or the Company.~~DSUs 3 x $40,441 = $95,956

All of the Directors have met their share ownership requirements as of December 31, 2022.

Prohibition on Hedging and Pledging

We maintain a policy for securities transactions applicable to all employees including officers, directors, and other members of management of the Company which prohibits engaging in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our stock at any time. The policy also prohibits margining or pledging Company securities. In addition, our Insider Trading Policy, among other things, prohibits our officers, directors and employees from trading during quarterly and special blackout periods.

Directors’ and Officers’ Insurance

We maintain an insurance policy for directors’ and officers’ liability which provides coverage for costs incurred to defend and settle claims against directors or officers up to an annual limit of $50 million. The cost of coverage for 2022-2023 is approximately $808,000. Directors and officers do not pay any portion of the premiums. No claims were made or became payable in 2022.

~~The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2017, with management of~~
Gran Tierra and the independent registered public accounting firm. Management has the responsibility for the preparation of the Company’s financial statements, and the independent registered public accounting firm has the responsibility for the audit of those statements. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in Gran Tierra’s Annual Report on Form 10-K for the fiscal year ended December Energy 2023 Proxy Statement 31 ~~2017, for filing with the Securities and Exchange Commission.~~

~~Respectfully submitted by the Audit Committee of the Board of Directors,~~

~~David P. Smith, Chair~~

~~Robert B. Hodgins~~

Audit-Related Matters

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Audit Committee of the Board believes that the continued retention of KPMG LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders and has further directed that management submit the selection of KPMG LLP for ratification by the stockholders at the annual meeting.

Neither Gran Tierra’s Bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG LLP as Gran Tierra’s independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of Gran Tierra and its stockholders.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.

Audit Committee Report

The Audit Committee is a committee of the Board comprised solely of independent directors as required by the listing standards of the NYSE American and rules of the SEC. In accordance with the written Audit Committee Charter, the Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company.

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2022, with management of Gran Tierra and the independent registered public accounting firm. Management has the responsibility for the preparation of the Company’s financial statements, and the independent registered public accounting firm has the responsibility for the audit of those statements. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in Gran Tierra’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for filing with the Securities and Exchange Commission.

Respectfully submitted by the Audit Committee of the Board of Directors,

David P. Smith, Chair

Evan Hazell

Robert B. Hodgins

Alison Redford

Ronald W. Royal


	35
32		Gran Tierra Energy 2023 Proxy Statement

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

Principal Accountant Fees and Services

The Audit Committee is responsible for the audit fee negotiations associated with the retention of our independent registered public accounting firm. For the fiscal years ended December 31, 2022, and December 31, 2021, KPMG LLP served as our independent registered public accounting firm. The aggregate fees paid by the Company to KPMG LLP for professional services rendered in Gran Tierra’s last two fiscal years are as follows. In determining the independence of KPMG LLP, the Audit Committee considered whether the provision of non-audit services is compatible with maintaining KPMG LLP’s independence.



	Year Ended December 31,

(Thousands of U.S. Dollars)	2022 ��		2021

Audit Fees	$	933	$	819

Tax Fees ⁽¹⁾		231		350

All Other Fees		251		0

Total Fees	$	1,415	$	1,169

(1)

~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~

~~Set forth below is a summary of fees paid to Deloitte for services~~Included in the years ended December 31, 2017 and 2016. In determining the independence of Deloitte, the Audit Committee considered whether the provision of non-audit services is compatible with maintaining Deloitte’s independence.

Year Ended December 31,
(Thousands of U.S. Dollars) 2017 2016
Audit Fees $ 824 $ 994
Audit-related Fees 109 466
Tax Fees — 51
All Other Fees 42 —
Total Fees $ 975 $ 1,511

~~Audit Fees~~

~~Audit~~Tax Fees are primarily for the annual audit of the Company’s consolidated financial statements included in the Form 10-K, including the audit of the effectiveness of the Company’s internal controls over financial reporting, the reviews of the Company’s financial statements included in the Forms 10-Qs, statutory audits, and other procedures required to be performed by the independent auditor to be able to form an opinion on the Company’s consolidated financial statements.

~~Audit-Related Fees~~

~~Audit-Related Fees include~~$83k fees ~~billed for assurance and related services that are reasonably~~ related to the performance of the audit or review of the Company’s financial statements or that are traditionally performed by the independent auditor. Audit-Related Fees paid to Deloitte in 2017 were in connection with the Company’s notes offering, dispositions of Brazil and Peru operations, working interest and Block assignments in Colombia, branch wind-ups in Colombia and Mexican bid round. Audit-Related Fees paid to Deloitte in 2016 were in connection with the Company’s equity and convertible notes offerings, acquisitions of Petroamerica and PetroLatina, and working interest and Block assignments in Colombia.

~~Tax Fees~~

~~Tax Fees in 2016 included fees billed~~tax compliance for ~~tax services related to potential acquisitions.~~2022 (2021 - $92k)

~~All Other Fees~~

~~Other fees in 2017 related to French translation work and tax consulting performed by Deloitte.~~

~~All services described above were approved by the Audit Committee.~~

~~Pre-Approval Policies and Procedures~~

Audit Fees

Audit Fees are primarily for the annual audit of the Company’s consolidated financial statements included in the Form 10-K, including the audit of the effectiveness of the Company’s internal controls over financial reporting, the reviews of the Company’s financial statements included in the Forms 10-Qs, statutory audits, and other procedures required to be performed by the independent auditor to be able to form an opinion on the Company’s consolidated financial statements.

Tax Fees

Tax fees were for tax compliance, tax advice and tax planning.

All Other Fees

All other fees related to products and services provided by KPMG LLP other than those described as “Audit fees”, “Audit-related fees” and “Tax fees”.

All services described above were approved by the Audit Committee.

Pre-Approval Policies and Procedures

Our Audit Committee is responsible for the engagement of the independent auditors and for approving, in advance, all auditing services and permitted non-audit services to be provided by the independent auditors. The Audit Committee maintains a policy for the engagement of independent auditors that is intended to maintain the independence from Gran Tierra of the independent auditors. In adopting this policy, our Audit Committee considered the various services that independent auditors have historically performed or may be needed to perform in the future for Gran Tierra. Under this policy:

•

the Audit Committee approves the performance by the independent auditors of audit or permitted non-audit services, subject to restrictions in certain cases, based on the Audit Committee’s determination that such services would not be likely to impair the independence of the independent auditors from Gran Tierra;

•

Gran Tierra’s management must obtain the specific prior approval of our Audit Committee for each engagement of the independent auditors ~~and for approving, in advance, all auditing services and~~to perform any audit or permitted non-audit ~~services to be provided~~ services; and

•

the performance by the independent ~~auditors. The Audit Committee maintains a policy for~~auditors of certain types of services (bookkeeping or other services related to the ~~engagement~~accounting records or financial statements of ~~independent auditors that is intended to maintain the independence from~~ Gran ~~Tierra of the independent auditors. In adopting this policy, our Audit Committee considered the various~~Tierra; financial information systems design and implementation; appraisal or valuation services, ~~that independent auditors have historically performed~~fairness opinions or ~~may be needed to perform in the future for Gran Tierra. Under this policy:~~

●

~~Gran Tierra’s management must obtain the specific prior approval of our Audit Committee for each engagement of the independent auditors to perform any audit or permitted non-audit services; and~~

●

the performance by the independent auditors of certain types of services (bookkeeping or other services related to the accounting records or financial statements of Gran Tierra; financial information systems design and implementation; appraisal or valuation services, fairness opinions or contribution-in-kind reports; actuarial services; internal audit outsourcing services; management functions or human resources; broker or dealer, or investment adviser or investment banking services; legal services and expert services unrelated to the audit; and any other service that the applicable federal oversight regulatory authority determines, by regulation, is impermissible) is prohibited due to the likelihood that their independence would be impaired.

In its review of all non-audit service fees, our Audit Committee considers, among other things, the possible effect of these services on the independence of our independent auditors. Relevant considerations include, but are not limited to, whether the services are prohibited pursuant to SEC rules, whether the auditors are best positioned to provide the services and expert services unrelated to the ~~percentage of total services~~audit; and any other service that the applicable federal oversight regulatory authority determines, by regulation, is impermissible) is prohibited due to the likelihood that their independence would be impaired.

Any approval required under this policy must be given by our Audit Committee or by the chairperson of the Audit Committee in office at the time, provided that any pre-approval decisions made by the chairperson must be reported to the Audit Committee at its next scheduled meeting. Gran Tierra’s Audit Committee will not delegate its responsibilities to approve services performed by the independent auditors to any member of management. All services rendered by Deloitte in 2017 were subject to our pre-approval policy.


	37
Gran Tierra Energy 2023 Proxy Statement		33

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

Any approval required under this policy must be given by our Audit Committee or by the chairperson of the Audit Committee in office at the time, provided that any pre-approval decisions made by the chairperson must be reported to the Audit Committee at its next scheduled meeting. Gran Tierra’s Audit Committee will not delegate its responsibilities to approve services performed by the independent auditors to any member of management. All services rendered by KPMG LLP in 2022 were subject to our pre-approval policy.

~~PROPOSAL 3:~~

~~ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION~~

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Section 14A of the Exchange Act, Gran Tierra’s stockholders are entitled to vote to approve, on an advisory basis, the compensation of Gran Tierra’s named executive officers as disclosed in this proxy statement in accordance with SEC rules. At the 2017 annual meeting of stockholders, the stockholders indicated their preference that Gran Tierra solicit a non-binding advisory vote on the compensation of the named executive officers every year. Unless the Board modifies its policy on the frequency of holding such advisory votes on compensation, the next such vote will occur in 2019. This vote is not intended to address any specific item of compensation, but rather the overall compensation of Gran Tierra’s named executive officers for the last completed fiscal year and the philosophy, policies and practices described in this proxy statement.

The compensation of Gran Tierra’s named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis, the compensation tables that follow, and the related narrative disclosure contained in this proxy statement. As discussed in those disclosures, Gran Tierra believes that its compensation policies and decisions are consistent with current market practices and are focused on pay-for-performance principles that strongly align the interests of our named executive officers with those of our stockholders. Compensation of Gran Tierra’s named executive officers is designed to enable Gran Tierra to attract and retain talented and experienced executives to lead Gran Tierra successfully in a competitive environment.

Accordingly, the Board is asking the stockholders to indicate their support for the compensation of Gran Tierra’s named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to Gran Tierra’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in this proxy statement, is hereby APPROVED.”

Because the vote is advisory, it is not binding on the Board or Gran Tierra. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

~~THE BOARD UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.~~


	38

~~SECURITY OWNERSHIP OF~~

~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~

~~Security Ownership Of Certain Beneficial Owners And Management~~

34Gran Tierra Energy 2023 Proxy Statement

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation

The compensation of Gran Tierra’s named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis, the compensation tables that follow, and the narrative disclosure related to such compensation tables contained in this proxy statement. As discussed in those disclosures, Gran Tierra believes that its compensation policies and decisions are consistent with current market practices and are focused on pay-for-performance principles that strongly align the interests of our named executive officers with those of our stockholders. Compensation of Gran Tierra’s named executive officers is designed to enable Gran Tierra to attract and retain talented and experienced executives to lead Gran Tierra successfully in a competitive environment.

Accordingly, the Board is asking the stockholders to indicate their support for the compensation of Gran Tierra’s named executive officers as described in this proxy statement in pages 39 to 49 by casting a non-binding advisory vote “FOR” the following resolution:

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of Gran Tierra common stock as of March 7, 2023 (unless otherwise indicated) by each person known by the Company to own beneficially more than 5% of the outstanding shares of the Company’s common stock.



Name of Person or Identity of Group	Amount and Nature of Beneficial Ownership		Percentage of Class ⁽¹⁾

Entities affiliated with GMT Capital Corp. ⁽²⁾		22,530,309		6.5	%

(1)	Based on 344,613,741 shares of common stock outstanding.

(2)

As of December 31, 2022, based upon information contained in a Schedule 13G/A filed with the SEC on February 3, 2023. GMT Capital Corp. has shared voting and dispositive authority with respect to 22,530,309 shares. The address of GMT Capital Corp. is 2300 Windy Ridge Parkway, Suite 550, South Atlanta, GA 30339.



Gran Tierra Energy 2023 Proxy Statement		35

PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

DELINQUENT SECTION 16(a) REPORTS

The Company’s directors and executive officers and the beneficial owners of more than ten percent of the Company’s common shares are required to file under the Exchange Act reports of ownership and changes of ownership with the SEC. Based solely on information provided to the Company by individual directors and executive officers, the Company believes that, during fiscal year ended December 31, 2022, all filing requirements applicable to directors and executive officers have been complied with in a timely manner, except that Gary Guidry, Ryan Ellson, Rodger Trimble and Jim Evans each filed a Form 4 late with respect solely to shares acquired through the Company’s employee stock purchase plan.

BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding the beneficial ownership of Gran Tierra common stock as of March 7, 2023 by (i) each named executive officer of Gran Tierra named on pages 37 and 38, (ii) each current director of Gran Tierra (including director nominees) and (iii) all of Gran Tierra’s executive officers and directors as a group as of March 7, 2023. Except as otherwise noted, the persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them.



Name of Person	Common Stock		Shares Which May Be Acquired Within 60 Days⁽¹⁾		Total Shares Beneficially Owned ⁽²⁾		Percent of Outstanding Common Stock ⁽³⁾

Peter J. Dey		20,000		1,400,339		1,420,339		*

Ryan Ellson ⁽⁴⁾ ⁽⁵⁾		681,487		1,265,825		1,947,312		*

Jim Evans ^{(4) (6)}		417,688		738,765		1,156,453		*

Gary S. Guidry ⁽⁴⁾		4,042,135		1,852,427		5,894,562		1.7	%

Evan Hazell		55,000		1,168,283		1,223,283		*

Robert B. Hodgins		20,000		1,030,143		1,050,143		*

Alison Redford		—		298,911		298,911		*

Ronald W. Royal		254,667		1,428,571		1,683,238		*

Sondra Scott		—		755,787		755,787		*

David P. Smith ⁽⁷⁾		555,000		735,861		1,290,861		*

Rodger Trimble		314,716		529,264		843,980		*

Brooke Wade ⁽⁸⁾		2,133,600		1,430,571		3,564,171		1	%

Lawrence West		350,000		738,765		1,088,765		*



Directors and executive officers as a group (total of 13 persons)						22,217,805		6.45	%

*	Less than 1%.

(1)	Includes shares which may be acquired as of or within 60 days after March 7, 2023, upon the exercise of stock options and stock awards held by executive officers and directors.

(2)

Represents the total shares listed under the columns “Common Stock” and “Shares Which May Be Acquired Within 60 Days.” Under SEC rules, beneficial ownership as of any date includes any shares as to which a person, directly or indirectly, has or shares, voting power or dispositive power and also any shares as to which a person has the right to acquire such voting or dispositive power as of or within 60 days after such date through the exercise of any stock option or other right.

(3)	Based on 344,613,741 shares of common stock issued and outstanding as of March ~~12, 2018 (unless otherwise indicated) by each person known~~7, 2023.

(4)

Includes the shares held by the ~~Company to own beneficially more than 5% of the outstanding shares of~~Executive in the Company’s ~~common stock.~~Employee Share Purchase Plan.

Amount and
Nature of Beneficial Percentage
Name of Person or Identity of Group Ownership of Class⁽¹⁾
Entities affiliated with GMT Capital Corp.⁽²⁾ 57,259,706 14.86%
Luminus Management, LLC⁽³⁾ 32,908,586 8.54%

~~(1)~~

~~Based on 385,394,642 shares of common stock outstanding (excluding Exchangeable Shares).~~

~~(2)~~

Based upon information filed on The System for Electronic Disclosure by Insiders (www.sedi.ca) on January 30, 2018, reporting beneficial ownership as of that date. The address of GMT Capital Corp. is 2300 Windy Ridge Parkway, Suite 550, South Atlanta, GA 30339.

~~(3)~~

Based upon a Schedule 13G/A (Amendment No. 2) filed with the SEC on February 16, 2018 reporting beneficial ownership as of December 31, 2017. The Schedule 13G reports that Luminus Management, LLC has shared voting and dispositive authority with respect to these shares with Luminus Energy Partners Master Fund, Ltd. and Jonathan Barrett. The address of Luminus Management, LLC is 1700 Broadway, 38th Floor, New York, New York 10019.

~~Beneficial Ownership of Directors and Named Executive Officers~~

(5)

The ~~following table sets forth certain information regarding the beneficial ownership~~number of ~~Gran Tierra~~ common stock as of March 12, 2018 by (i) each executive officer of Gran Tierra named in the Summary Compensation Table on page 43, (ii) each current director of Gran Tierra (including director nominees) and (iii) all of Gran Tierra’s named executive officers and directors as a group as of March 12, 2018. All ownership percentage calculations below assume that all Exchangeable Shares have been converted on a one-for-one basis into correspondingincludes 30,000 shares of our common stock, as such shares vote together with our common stock on all matters as if shares of our common stock. Except as otherwise noted, the persons named in the table have sole voting and investment power with respect to all shares beneficially owned by ~~them.~~Mr. Ellson’s spouse.

Name of Person Common Stock Shares Which May
Be Acquired
Within 60 Days⁽¹⁾ Total Shares
Beneficially Owned⁽²⁾ Percent of
Outstanding
Common Stock⁽³⁾
Adrian Coral 0 148,809 148,809 *
Peter J. Dey 20,000 165,049 185,049 *
Ryan Ellson⁽⁴⁾ 266,030 279,333 545,363 *
Jim Evans⁽⁵⁾ 251,405 160,533 411,938 *
Gary S. Guidry 2,527,000 463,500 2,990,500 *
David Hardy⁽⁶⁾ 78,527 699,100 777,627 *
Evan Hazell 55,000 157,774 212,774 _*
Robert B. Hodgins 10,000 146,930 156,930 _*
Ronald W. Royal 254,667 195,631 450,298 _*
Sondra Scott — 19,563 19,563 _*
David P. Smith⁽⁷⁾ 187,500 118,237 305,737 _*
Brooke Wade⁽⁸⁾ 642,600 195,631 838,231 _*
Lawrence West 245,030 160,533 405,563 _*
Directors and named executive officers as a group (total of 13 persons) 4,537,759 2,910,623 7,448,382 1.9%

~~Less than 1~~°%.

~~(1)~~

~~Includes shares which may be acquired as of or within 60 days after January 12, 2018, upon the exercise of stock options and stock awards held by executive officers and directors.~~

(6)

The number of common stock includes 61,000 shares owned by Mr. Evans’ spouse.

~~(2)~~

~~(3)~~

Based on 391,302,707 shares of common stock issued and outstanding as of March 12, 2018, which, for purposes of this table includes 5,908,065 Exchangeable Shares issued and outstanding as of March 12, 2018, as such shares are immediately exchangeable for shares of our common stock and vote together with our common stock on all matters as if shares of our common stock.

~~(4)~~

~~The number of common stock includes 30,000 shares owned by Mr. Ellson’s spouse.~~

~~(5)~~

~~The number of common stock includes 61,000 shares owned by Mr. Evans’ spouse.~~

~~(6)~~

Mr. Hardy ceased to be an employee or officer of Gran Tierra on August 30, 2017. Share ownership is based on last known information provided to the Company. The number of common stock includes 54,527 Exchangeable Shares and common stock owned by Mr. Hardy’s spouse.

~~(7)~~

~~The number of common stock includes 122,500 shares owned by Mr. Smith’s spouse.~~

~~(8)~~

~~The number of common stock includes 400,000 shares owned by Wade Capital Corporation, a corporation owned by Mr. Wade.~~

(7)

~~Section 16(A) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act requires Gran Tierra’s directors and executive officers, and persons who own more than ten percent of a registered class of Gran Tierra’s equity securities, to file with the SEC initial reports disclosing the amount and nature of their beneficial ownership and reports of changes of their beneficial ownershipThe number of common stock ~~and other equity securities of Gran Tierra.~~includes 222,500 shares owned by Mr. Smith’s spouse.

To Gran Tierra’s knowledge, based solely on a review of these reports and written representations from these individuals that no other reports were required, Gran Tierra believes that all required filings were timely made in 2017 except for one late Form 4 that was filed on behalf of Susan Mawdsley with respect to the vesting of an RSU.

~~Executive Officers~~

~~Our executive officers as of March 12, 2018, are as follows:~~

~~Name~~	~~Age~~	~~Title~~
~~Gary S. Guidry~~	62	~~President and Chief Executive Officer~~
~~Ryan Ellson~~	42	~~Chief Financial Officer~~
~~Ed Caldwell~~	68	~~Vice President, Health, Safety and Environment & Corporate Social Responsibility~~
~~Adrian Coral~~	44	~~President, Gran Tierra Energy Colombia~~
~~James Evans~~	52	~~Vice President, Corporate Services~~
~~Alan Johnson~~	47	~~Vice President, Asset Management~~
~~Glen Mah~~	61	~~Vice President, Business Development~~
~~Susan Mawdsley~~	51	~~Vice President, Finance and Corporate Controller~~
~~Rodger Trimble~~	56	~~Vice President, Investor Relations~~
~~Lawrence West~~	61	~~Vice President, Exploration~~

(8)	The number of common stock includes 1,706,000 shares owned by Wade Capital Corporation, a corporation owned by Mr. Wade.



36		Gran Tierra Energy 2023 Proxy Statement

PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

EXECUTIVE OFFICERS

Our executive officers as of March 7, 2023, are as follows:

Name

Age

Title

Gary S. Guidry~~. For the biography of Mr. Guidry, see “Proposal 1, Election of Directors.”~~

President and Chief Executive Officer

Ryan Ellson ~~has been our~~

Executive Vice President and Chief Financial Officer since May 2015. Mr. Ellson has 17 years of experience in a broad range of international corporate finance and accounting roles. Mr. Ellson was Chief Financial Officer of Onza Energy Inc. from January 2015 to May 2015. From July 2014 until December 2014, Mr. Ellson was Head of Finance for Glencore E&P (Canada), an oil and gas company, and prior thereto Vice President, Finance at Caracal Energy, an international oil and gas company listed on the London Stock Exchange with operations in Chad, Africa. He held that position from August 2011 until the company was acquired by Glencore plc for $1.8 billion in July 2014. Prior

James (“Jim”) Evans

to Caracal, Mr. Ellson was Vice President of Finance at Sea Dragon Energy from April 2010 until August 2011. In these positions, Mr. Ellson oversaw financial and accounting functions, implemented and oversaw internal financial controls, secured a reserve based lending facility and was involved in multiple capital raises. Mr. Ellson has held management and executive positions with companies operating in Chad, Egypt, India and Canada. Mr. Ellson is a Chartered Accountant and holds a Bachelor of Commerce and a Master of Professional Accounting from the University of Saskatchewan.

~~Ed Caldwell~~ has been our Vice President, Health, Safety and Environment & Corporate Social Responsibility since June 2016. Mr. Caldwell had a distinguished 27-year career with ExxonMobil and Imperial Oil, and most recently worked with Caracal Energy Inc. in Caracal’s efforts and achievement in Chad. Mr. Caldwell has extensive experience in senior Regulatory Approvals and HSE Management roles in Canada, Asia, Russia, and Africa. He has also worked with the Government of Canada and, in that capacity, represented Canada at the OECD Energy/Environment Committee as well as at the Intergovernmental Panel on Climate Change. Mr. Caldwell graduated in Chemical Engineering (Distinction) from Dalhousie University.

~~Adrian Coral~~ has been President, Gran Tierra Energy Colombia, Ltd., a subsidiary of the Company, since August 2014. Mr. Coral joined Gran Tierra in August 2006 as an operations engineer in Gran Tierra Energy Colombia, Ltd. and served in that capacity until February 2007. Mr. Coral rejoined Gran Tierra in August 2008 as Operations Director of Gran Tierra Energy Colombia, Ltd. He served in that capacity until September 2011, when he was promoted to Production Manager of Gran Tierra Energy Colombia, Ltd. Mr. Coral was promoted to Senior Operations Manager of Gran Tierra Energy Colombia, Ltd. in April 2013. On August 1, 2014, Mr. Coral was promoted to President, Gran Tierra Energy Colombia, Ltd. Mr. Coral has a total of 20 years of experience as an engineer or manager in the oil and gas industry. Mr. Coral graduated from the Universidad de América – Bogotá D.C. with a degree as a Petroleum Engineer and from the School of Business Management – Bogotá D.C with degree in Project Management.

~~James Evans~~ ~~has been our~~ Vice President, Corporate Services since May 2015. Mr. Evans has over 28 years of experience including working the last 12 years in the international oil and gas industry. Most recently, Mr. Evans was the Head of Compliance & Corporate Services for Glencore E&P (Canada), an oil and gas company, from July 2014 to December 2014, and prior thereto Vice President of Compliance & Corporate Services at Caracal Energy, an international oil and gas company, from July 2011 to June 2014, in each case where he oversaw the execution of corporate strategy and goals, developed and implemented a robust corporate compliance program, and managed all aspects of information technology, document control, security and administration. Mr. Evans also managed the recruitment, training and retention of staff in both Calgary and Chad. He oversaw the growth of Caracal Energy from seven employees to in excess of 400 as Caracal Energy exceeded 20,000 barrels of oil per day at the time of sale to Glencore. Prior to Caracal, Mr. Evans held senior management and executive positions at Orion Oil and Gas and Tanganyika Oil, with operating experience in Egypt, Syria and Canada. Mr. Evans is a Certified General Accountant and holds a Bachelor of Commerce degree from the University of Calgary.

Rodger Trimble

~~Alan Johnson~~ has been our Vice President, Asset Management since May 2015. Mr. Johnson is a professional engineer with more than 20 years of experience working internationally in the oil and gas industry. His experience includes varied technical, managerial and executive roles in drilling, production, reservoir, reserves, corporate planning and asset management. Most recently Mr. Johnson was Head of Asset Management for Glencore E&P (Canada), an oil and gas company, from April 2014 to April 2015, where he was responsible for all development activities in Chad and prior thereto Director of Asset Management at Caracal Energy, an international oil and gas company, from August 2011 to March 2014, where he was responsible for development activities in the Doba basin in Chad, Africa. Mr. Johnson was instrumental in developing oil and gas assets in remote areas of southern Chad, achieving first production in less than 18 months. Mr. Johnson started his exploration and production career with Shell International in the Dutch North Sea. He then held positions of increasing responsibility with Shell Canada, APF Energy, Rockyview Energy, Delphi Energy and BG Australia. Mr. Johnson graduated with a 1st Class B.Eng (Hons) from Heriot Watt University in Scotland. Mr. Johnson is a Chartered Engineer in the UK and a Professional Engineer in Alberta.

~~Susan Mawdsley~~ has been our Vice President, Finance and Corporate Controller since June 2016. Ms. Mawdsley is a Chartered Accountant with 25 years of experience in the oil and gas industry. She has been the Corporate Controller of Gran Tierra Energy since 2012 and has direct responsibility for the finance departments in all business units, as well as internal audit. Prior to joining Gran Tierra in 2011, she was an independent consultant providing contract controller, Chief Financial Officer, and other finance related services to publicly

~~traded domestic and international oil and gas companies. Ms. Mawdsley is a Chartered Accountant and holds a Bachelor of Music in Performance degree from the University of Toronto.~~

~~Glen Mah~~ has been our Vice President, Business Development since June 2016. Mr. Mah is a Petroleum Geologist with extensive management experience covering the execution of exploration programs, field development and asset management for conventional and unconventional hydrocarbons. He has worked with onshore and offshore projects in various petroleum basins in the Americas, Africa, Middle East and Asia. From 2005 until 2008, Mr. Mah was the Chief Geologist with the highly successful Tanganyika Oil Company Ltd. Mr. Mah has Alberta-registered Professional designation with APEGA and holds a Bachelor of Science degree Specialization in Geology from the University of Alberta.

~~Rodger Trimble~~ ~~has been our~~ Vice President, Investor Relations since June 2016. Mr. Trimble is a Professional Engineer with 30+ years of experience in domestic and international basins in various management positions. Prior to joining Gran Tierra, Mr. Trimble was Head of Corporate Planning, Budgeting & Finance with Glencore E&P (Canada) Inc., an oil and gas company. In January 2013, Mr. Trimble became Director Corporate Planning, Budget & Business Development with Caracal Energy Inc., an international oil and gas company, which was acquired by Glencore E&P (Canada) in July 2014. He has held several senior management positions ranging from Country Manager in Argentina with Canadian Hunter Exploration,

Lawrence West

Vice President, ~~Exploitation with Esprit Energy Trust, Manager, Reservoir Engineering with Apache Canada Inc. and Manager, Upstream Evaluations -~~ Exploration

Gary S. Guidry. For the biography of Mr. Guidry, see “Proposal 1, Election of Directors.”

Ryan Ellson has been our Executive Vice President and Chief Financial Officer since May 2015. Mr. Ellson has over 23 years of experience in a broad range of international corporate finance and accounting roles. Mr. Ellson was a Director of PetroTal Corp. (since December 2017). From July 2014 until December 2014 Mr. Ellson was Head of Finance for Glencore E&P (Canada) Inc. and prior thereto Vice President, Finance at Caracal Energy Inc., a London Stock Exchange (“LSE”) listed company with operations in Chad, Africa from August 2011 until July 2014. Glencore E&P (Canada) purchased Caracal in July 2014. Prior to Caracal, Mr. Ellson was Vice President of Finance at Sea Dragon Energy from April 2010 until August 2011. In these positions, over his career, Mr. Ellson has been involved in raising over $2 billion in debt and equity, and over $3 billion in mergers and acquisitions. Mr. Ellson oversaw financial and accounting functions, implemented and oversaw internal financial controls, secured reserve based lending facility’s and was involved in multiple capital raises. Mr. Ellson has held management and executive positions with companies operating in Chad, Egypt, India and Canada. Mr. Ellson is a Chartered Professional Accountant and holds a Bachelor of Commerce and a Master of Professional Accounting from the University of Saskatchewan. Mr. Ellson has completed the Leadership for Senior Executives program at Harvard Business School and the General Management Program at the Wharton School of the University of Pennsylvania.

James Evans has been our Vice President, Corporate Services since May 2015. Mr. Evans has over 28 years of finance and corporate experience including working the last 13 years in the international oil and gas industry. Most recently, Mr. Evans was the Head of Compliance & Corporate Services for Glencore E&P (Canada), an oil and gas company, from July 2014 to December 2014, and prior thereto Vice President of Compliance & Corporate Services at Caracal Energy, an international oil and gas company, from July 2011 to June 2014, in each case where he oversaw the execution of corporate strategy and goals, developed and implemented a robust corporate compliance program, and managed all aspects of information technology, document control, security and administration. Mr. Evans also managed the recruitment, training and retention of staff in both Calgary and Chad. He oversaw the growth of Caracal Energy from seven employees to more than 400 employees as Caracal Energy exceeded 20,000 barrels of oil per day at the time of sale to Glencore. Prior to Caracal, Mr. Evans held senior management and executive positions at Orion Oil and Gas and Tanganyika Oil, with operating experience in Egypt, Syria and Canada. Mr. Evans holds a Bachelor of Commerce degree from the University of Calgary.

Rodger Trimble has been our Vice President, Investor Relations since June 2016. Mr. Trimble is a Professional Engineer with over 28 years of experience in domestic and international basins in various management positions. Prior to joining Gran Tierra, Mr. Trimble was Head of Corporate Planning, Budgeting & Finance with Glencore E&P (Canada) Inc., an oil and gas company. In January 2013, Mr. Trimble became Director Corporate Planning, Budget & Business Development with Caracal Energy Inc., an international oil and gas company, which was acquired by Glencore E&P (Canada) in July 2014. He has held several senior management positions ranging from Country Manager in Argentina with Canadian Hunter Exploration, Vice President, Exploitation with Esprit Energy Trust, Manager, Reservoir Engineering with Apache Canada Inc. and Manager, Upstream Evaluations—Frontiers & International with Husky Energy. Mr. Trimble is an Alberta-registered Professional Engineer and a member of APEGA. He received a Bachelor of Science in Petroleum Engineering (with Distinction) from Stanford University.

Lawrence West has been our Vice President, Exploration since May 2015. Mr. West has over 35 years of experience as an executive, explorationist, and geologist. Most recently, Mr. West was Vice President, Exploration at Caracal Energy, an international oil and gas company, from July 2011 to June 2014. Mr. West built a multi-disciplinary team to assess resources and grow reserves in the interior rift basins within Chad and led a successful exploration program. During his tenure he successfully executed two large 2D/3D seismic shoots in remote frontier basins, on time and on budget. Prior to Caracal he has been involved in starting and growing several public and private companies, including Reserve Royalty Corp., Chariot Energy, Auriga Energy and Orion Oil and Gas. Lawrence worked at Alberta Energy Company (“AEC”), where he was on the team that merged with Conwest. He built and led the



Gran Tierra Energy 2023 Proxy Statement		37

PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

~~Lawrence West~~ has been our Vice President, Exploration since May 2015. Mr. West has 35 years of experience as an executive, explorationist, and geologist. Most recently, Mr. West was Vice President, Exploration at Caracal Energy, an international oil and gas company, from July 2011 to June 2014. Mr. West built a multi-disciplinary team to assess resources and grow reserves in the interior rift basins within Chad and led a successful exploration program. During his tenure he successfully executed two large 2D/3D seismic shoots in remote frontier basins, on time and on budget. Prior to Caracal he has been involved in starting and growing several public and private companies, including Reserve Royalty Corp., Chariot Energy, Auriga Energy and Orion Oil and Gas. Lawrence worked at Alberta Energy Company (“AEC”), where he was on the team that merged with Conwest. He built and led the AEC East team to the Rocky Mountain USA basins. His career began with Imperial Oil working on prospect and reservoir characterization, in multi-disciplinary teams, and as a technical mentor to exploration teams. Mr. West has an Honours Bachelor of Science in Geology from McMaster University and an MBA, specializing in economics, from the University of Calgary.


	42
38		Gran Tierra Energy 2023 Proxy Statement

Compensation Discussion And Analysis

The following discussion provides details regarding our executive compensation program and 2022 compensation arrangements for each of our Named Executive Officers (“NEOs”) who, in 2022 were:

Gary S. Guidry

President and Chief Executive Officer

Ryan Ellson

Executive Vice President and Chief Financial Officer

Jim Evans

Vice President, Corporate Services

Rodger Trimble

Vice President, Investor Relations

Lawrence West

Vice President, Exploration

COMPENSATION DISCUSSION AND ANALYSIS

~~The following discussion provides details regarding our executive compensation program and 2017 compensation arrangements for each of our Named Executive Officers (“NEOs”) who, in 2017 were:~~

~~Name~~	~~Title at December 31, 2017~~
~~Gary S. Guidry~~	~~President and Chief Executive Officer~~
~~Ryan Ellson~~	~~Chief Financial Officer~~
~~Adrian Coral~~	~~President, Gran Tierra Energy Colombia~~
~~Jim Evans~~	~~Vice President, Corporate Services~~
~~Lawrence West~~	~~Vice President, Exploration~~
~~David Hardy~~	~~Former Vice President, Legal and General Counsel~~	39

Philosophy and Objectives of our Executive Compensation Program

Responsibilities for Executive Compensation

Assessment of Company Performance

Role of the Independent Compensation Consultant

Risk Considerations

Compensation Peer Group – 2022

Elements of Our ~~compensation philosophy is to provide an attractive, flexible, and market-based total compensation program that is tied to performance and aligns the interests~~Compensation Program

Base Salary

Short Term Incentives – Cash Bonus

Assessment of our NEOs with those of our stockholders. The Company’s objective is to recruit and retain the caliber of executive officers and other key employees necessary to deliver sustained high performance to our stockholders as well as economic growth and respect for the communities in which we have a strong presence. Our compensation philosophy also serves as a means of communicating our goals and standards of conduct and performance, and for motivating and rewarding our NEOs in relation to their achievements. Our compensation philosophy includes the principles described below:Individual Performance

Hire and retain top caliber and highly capable executives: Executive officers should have a total compensation package that is market competitive and permits us to hire and retain high-caliber individuals at all levels.

Pay for performance: A significant portion of the annual compensation opportunity for our executive officers should be directly tied to the achievement of key operational and financial measures aligned with our strategy, relative TSR and our share price performance. Directly linking pay with our performance is essential to delivering long-term value to our stockholders.

~~Create Stockholder Alignment: A significant portion of compensation should be variable (at risk) and equity-based. Executives are also required to meet significant share-ownership guidelines.~~

2022 Corporate Performance Goals and Scores

~~Responsibilities~~Actual Annual Cash Bonuses Earned for ~~Executive Compensation~~2022

Compensation decisions for our executive officers are made by the Compensation Committee, with input from our independent compensation consultants as well as from our Chief Executive Officer. The specific roles are summarized below:

~~Compensation Committee~~	·	~~Oversees compensation policies, plans and programs, reviews and determines the compensation to be paid to our executive officers and directors annually.~~

	·	~~Oversees our annual and long-term incentive plans and programs and periodically assesses our non-employee director compensation program.~~

	·	Approves the goals of our Chief Executive Officer, evaluates our Chief Executive Officer’s performance in light of those goals and objectives and recommends to the Board the approval of the Chief Executive Officer’s annual compensation.

	·	Together with our Chief Executive Officer, reviews and approves the corporate performance goals and objectives of our other NEOs and recommends to the Board the approval of the annual compensation package for the other NEOs.

	·	~~Holds executive sessions with no management present.~~


~~Board~~	·	~~Reviews Chief Executive Officer’s performance.~~

	·	~~Approves Chief Executive Officer and NEO compensation.~~


~~Independent Compensation Consultants~~	·	~~Provides the Compensation Committee with independent advice concerning the types and levels of compensation to be paid to our Chief Executive Officer and the other NEOs.~~

	·	~~Provides market compensation data (e.g., industry compensation surveys and benchmarking data) on base salary, annual incentives and long-term incentives and industry trends.~~


~~Chief Executive Officer~~	·	~~Reviews performance of other NEOs with the Compensation Committee.~~

	·	~~Makes recommendations on base salary, annual bonus and long-term incentives awards for the other NEOs.~~

The Board and the Compensation Committee hold regular executive sessions at the end of each meeting with no representatives of the management team present. Our Chief Executive Officer does not attend any portion of the Compensation Committee or Board meeting at which his compensation is deliberated or approved. Except as described in the table above, our Chief Executive Officer does not play any role with respect to any matter affecting his own compensation.

The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chief Executive Officer. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of Gran Tierra. In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of Gran Tierra, advice and assistance from compensation consultants, internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any advisers engaged for the purpose of advising the Compensation Committee and may amend the engagement with or terminate any such advisor as it deems necessary or appropriate. Under its charter, the Compensation Committee may form, and delegate authority to, subcommittees, as appropriate. In 2017, the Compensation Committee did not form any subcommittees.

The Compensation Committee and the Board make their compensation decisions for the upcoming year, and review performance for the prior year, generally in the first quarter of the year. For example, annual bonuses in respect of 2017 performance, as well as the consideration of salary increases for 2018, were recommended by the Compensation Committee and approved by the Board in January of 2018.

	44

Long-Term Equity Incentive Program		44

2022 PSUs Granted		44

Stock Options		46

Benefits		47

Share Ownership Guidelines		47

Clawback Provisions		48

Prohibition on Speculative Trading of Company Stock		48

Employment Agreements		48

Say on Pay Advisory Vote on Executive Compensation		48

Tax Considerations		49

Report of the Compensation Committee		49

Philosophy and Objectives of our Executive Compensation Program

Our compensation philosophy is to provide an attractive, flexible, and market-based total compensation program that is tied to performance and aligns the interests of our NEOs with those of our stockholders. The Company’s objective is to recruit and retain the caliber of executive officers and other key employees necessary to deliver sustained high performance to our stockholders as well as economic growth and respect for the communities in which we have a strong presence. Our compensation philosophy also serves as a means of communicating our goals and standards of conduct and performance, and for motivating and rewarding our NEOs in relation to their achievements. Our compensation philosophy includes the principles described below:

•

Create Stockholder Alignment: A significant portion of compensation should be variable (at risk) and equity-based. Executives are also required to meet significant share-ownership guidelines.



Gran Tierra Energy 2023 Proxy Statement		39

COMPENSATION DISCUSSION AND ANALYSIS

Responsibilities for Executive Compensation



Compensation Committee		• Oversees compensation policies, plans and programs, reviews and determines the compensation to be paid to our executive officers and directors annually. ~~Assessment~~• Oversees our annual and long-term incentive plans and programs and periodically assesses our non-employee director compensation program. • Approves the goals of ~~Company Performance~~our Chief Executive Officer, evaluates our Chief Executive Officer’s performance in light of those goals and objectives and recommends to the Board the approval of the Chief Executive Officer’s annual compensation. • Together with our Chief Executive Officer, reviews and approves the corporate performance goals and objectives of our other NEOs and recommends to the Board the approval of the annual compensation package for the other NEOs. • Holds executive sessions with no management present.

Board		• Reviews Chief Executive Officer’s performance. • Approves Chief Executive Officer and NEO compensation.

Independent Compensation Consultants		• Provides the Compensation Committee with independent advice concerning the types and levels of compensation to be paid to our Chief Executive Officer and the other NEOs. • Provides market compensation data (e.g., industry compensation surveys and benchmarking data) on base salary, annual incentives and long-term incentives and industry trends.

Chief Executive Officer		• Reviews performance of other NEOs with the Compensation Committee. • Makes recommendations on base salary, annual bonus and long-term incentives awards for the other NEOs.

The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chief Executive Officer. From time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. Under the charter, the Compensation Committee has the authority to obtain, at the expense of Gran Tierra, advice and assistance from compensation consultants, internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any advisers engaged for the purpose of advising the Compensation Committee and may amend the engagement with or terminate any such advisor as it deems necessary or appropriate.

The Compensation Committee and the Board make their compensation decisions for the upcoming year, and review performance for the prior year, generally in the first quarter of the year. For example, annual bonuses in respect of 2022 performance were recommended by the Compensation Committee and approved by the Board in January of 2023.

Assessment of Company Performance

The Compensation Committee uses Company performance measures to establish total compensation ranges relative to our performance and the performance of our comparator groups as outlined on the following page. In addition, the Compensation Committee establishes specific performance measures that determine payouts under cash and equity-based incentive programs.

~~Role of the Independent Compensation Consultant~~
40 Gran Tierra Energy 2023 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Role of the Independent Compensation Consultant

When making determinations regarding executive compensation, the Compensation Committee considers advice from external advisors and third-party compensation surveys as well as the advice of Compensation Committee members and other members of the Board based on their knowledge and experience to set competitive, results driven levels of salary and other compensation.

The Compensation Committee may, in its sole discretion, retain or obtain the advice of independent compensation consultants or other external advisors and is directly responsible for the appointment, compensation arrangements and oversight of the work of any such person. The retention of independent compensation consultants and scope of services provided by them are assessed on an annual basis.

The Compensation Committee may select a compensation consultant only after taking into consideration all factors relevant to that person’s independence from management. We will provide appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to any independent compensation consultants or other external advisors retained by the Compensation Committee.

Risk Considerations

The Compensation Committee and the Board periodically review the risks associated with our compensation policies and practices. These assessments include an examination of the changes in our risk profile over the past year for our compensation policies and practices. Based on this assessment, the Compensation Committee and the Board each determined that these risks were not reasonably likely to have a material adverse effect on us. Among other things, the Compensation Committee and the Board took into consideration the fact that:

•

the current significant weighting towards long-term incentive compensation, the value of which depends on the value of our shares, discourages short-term risk taking;

•

our annual incentive compensation program includes several different metrics, preventing NEOs from focusing on one metric at the exclusion of other important performance goals;

•

our compensation program is appropriately balanced such that if annual bonus targets are not achieved, base pay and long-term incentive compensation will still provide the executives with a reasonable amount of compensation;

•

stock options and PSUs for executives vest over three years, which discourages short-term risk taking;

•

our current clawback policy permits us to recover executive compensation in the case of fraud or intentional misconduct requiring a material restatement of financial results, and we intend to amend this clawback policy or adopt a new clawback policy consistent with the requirements of Exchange Act Rule 10D-1 prior to the effectiveness of final NYSE listing standards implementing such rule;

•

stock ownership guidelines encourage a long-term perspective by our executives; and

•

incentive awards are decided by the Compensation Committee and recommended to the Board for payment of reasonable compensation to any independent compensation consultants or other external advisors retained by the Compensation Committee. During 2017, the Compensation Committee engaged the independent compensation consultant for limited services such as LTIP measurement. In 2017, the Compensation Committee evaluated whether any work provided by its Compensation Committee consultant raised any conflict of interest and determined that it did not.approval.

Compensation Peer Group – 2022

The following is our peer group for executive compensation purposes. The companies in the executive compensation peer group were selected with the assistance of our independent compensation consultants and consists of companies that are of similar size as Gran Tierra, are in the same line of business, and are listed on a major exchange in Canada or the United States. We included companies with and enterprise value of at least $0.7 billion and Working Interest production before royalties of 20,000+ BOEPD.

~~Risk Considerations~~

~~the current significant weighting towards long-term incentive compensation, the value of which depends on the value of our shares, discourages short-term risk taking;~~

~~our annual incentive compensation program includes several different metrics, preventing NEOs from focusing on one metric at the exclusion of other important performance goals;~~

~~stock options and PSUs for executives vest over three years, which discourages short-term risk taking;~~

~~our clawback policy permits us to recover executive compensation in the case of fraud or intentional misconduct requiring a material restatement of financial results;~~

~~stock ownership guidelines encourage a long-term perspective by our executives; and~~

~~incentive awards are decided by the Compensation Committee and recommended to the Board for approval.~~

Athabasca Oil Corporation

Baytex Energy Corp.

Bonavista Energy Corporation

Frontera Energy Corporation

~~Compensation Peer Group - 2017~~Denbury Resources Inc.

Kosmos Energy Ltd.

Civitas Resources Inc. (Formerly Extraction Oil & Gas, Inc.)

Matador Resources Company

Geopark Limited

Parex Resources Inc.

Laredo Petroleum, Inc.

Whitecap Resources Inc.

Paramount Resources Ltd.

VAALCO Energy Inc. (Formerly TransGlobe Energy Corp.)

The Company has a separate peer group for evaluating performance which is further explained on page 45.

The following is our peer group for executive compensation purposes. The companies in the executive compensation peer group were selected as they are of similar size as Gran Tierra, are in the same line of business, and are listed on a major exchange in Canada or the United States. During 2017, Oando Energy Resources Inc., Bankers Petroleum Ltd. and Mart Resources Inc. were removed from our peer group as they were either sold or delisted. As the Company’s executive office is located in Canada, most of the companies in the peer group above were chosen as they are also located in Canada and would have similar pay structures. Although the Company monitors the salaries of the executives in its compensation peer group, there were no salary increases for the Company’s NEOs in 2017.

~~Pengrowth Energy Corporation~~

~~Bonavista Energy Corporation~~

~~Raging River Exploration Inc.~~

~~Birchcliff Energy Ltd.~~

~~Parex Resources Inc.~~

~~TORC Oil & Gas Ltd.~~

~~Crew Energy Inc.~~

~~NuVista Energy Ltd.~~

~~Canacol Energy Ltd.~~

~~Surge Energy Inc.~~

~~TransGlobe Energy Corporation~~

~~The Company has a separate peer group for evaluating performance which is further explained on page 50.~~

Gran Tierra Energy 2023 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Elements of Our Compensation Program

Our executive compensation program includes a mix of fixed and variable pay with performance periods ranging from one to five years. The primary elements are summarized in the table below:



~~Elements~~Compensation	Fixed/Variable	Cash/Equity	Time Period	Goal

Base Salary	Fixed	Cash	1 year	Provide fixed level of ~~Our Compensation Program~~income

Short-term Incentive	Variable	Annual cash bonus	1 year	Reward contribution to annual corporate and individual performance

Long-term Incentive	Variable	PSUs Stock options	3 years ~~Our executive compensation program includes a mix~~5 years	Reward medium and long-term performance and align interests of ~~fixed~~management and ~~variable pay with performance periods ranging from one to five years. The primary elements are summarized in the table below:~~stockholders

Base Salary

We pay base salaries in order to attract and retain talented executives and to provide our NEOs with a fixed base of cash compensation. The salaries typically reflect each NEO’s experience, skills, knowledge and responsibilities. Competitive market conditions also have an impact on setting salary levels. The salaries of our NEOs are reviewed on an annual basis by our Chief Executive Officer (other than with respect to his own salary, which is reviewed and determined by the Compensation Committee). There were no changes to our NEOs’ salaries from 2021 to 2022.

~~Compensation~~	~~Fixed/Variable~~	~~Cash/Equity~~	~~Time Period~~	~~Goal~~
~~Base Salary~~	~~Fixed~~	~~Cash~~	~~1 year~~	~~Provide fixed level of income~~
~~Short-term Incentive~~	~~Variable~~	~~Annual cash bonus~~	~~1 year~~	~~Reward contribution to annual corporate and individual performance~~
~~Long-term Incentive~~	~~Variable~~	~~PSUs~~ ~~Stock options~~	~~3 years~~ ~~5 years~~	~~Reward medium and long-term performance~~



Name	2022 Base Salary⁽¹⁾ ($)	2021 Base Salary⁽¹⁾ ($)	% Change 2021-2022

Gary S. Guidry	$441,176	$441,176	0%

Ryan Ellson	$312,500	$312,500	0%

Jim Evans	$275,735	$275,735	0%

Rodger Trimble	$220,588	$220,588	0%

Lawrence West	$275,735	$275,735	0%

(1)

~~Base Salary~~

~~We pay base salaries~~For ease of comparison, amounts reported in ~~order~~this column are converted from Canadian dollars to ~~attract and retain talented executives and to provide our NEOs with a fixed base~~U.S. dollars at the exchange rate of cash compensation. The salaries typically reflect each NEOs experience, skills, knowledge and responsibilities. Competitive market conditions also have an impact on setting salary levels. The salaries of our NEOs are reviewed on an annual basis by our Chief Executive Officer (other than with respect to his own salary, which is reviewed and determined by the Compensation Committee). The table below sets forth the annual base salaries for our NEOs for fiscal 2017 which were unchanged from 2016.1.3600 at December 31, 2022.

Name 2017 Base Salary
($) 2016 Base Salary⁽¹⁾
($) % Increase
2016-2017
Gary S. Guidry $ 318,852 $ 318,852 —
Ryan Ellson $ 259,067 $ 259,067 —
Adrian Coral $ 230,000 $ 230,000 —
Jim Evans $ 239,139 $ 239,139 —
Lawrence West $ 239,139 $ 239,139 —
David Hardy $ 255,879 $ 255,879 —

Short Term Incentives – Cash Bonus

~~(1)~~

~~For ease of comparison, amounts reported in this column are converted from Canadian dollars and Colombia pesos to U.S. dollars at the exchange rate at December 29, 2017.~~

~~Short Term Incentives - Cash Bonus~~

One of our key compensation objectives is for a significant portion of each NEO’s compensation to be tied to Company performance. Our annual cash bonus plan provides opportunities for our executives, including the NEOs, to earn annual cash bonuses tied to the successful achievement of key operational, financial and market objectives that that drive our business and stockholder value.

~~In February 2017,~~

In January 2023, the Compensation Committee approved the annual bonus target for each of our NEOs which were calculated as a percentage of their respective base salaries.

The value of the bonus is calculated as below:

Bonus Payment Amount

Salary

Bonus
Target %

(

Individual
Weighting

Individual
Rating

Corporate
Weighting

Corporate
Rating

)



42		Gran Tierra Energy 2023 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

The following bonus structure was approved by the Compensation Committee for the following executives in connection with 2022 performance, which bonus structure was unchanged from the previous year:



Name	Target Payout as a % of Base Salary			Corporate Performance Weighting			Individual Performance Weighting

Gary S. Guidry		100	%		100	%		—	%

Ryan Ellson		80	%		80	%		20	%

Jim Evans		50	%		60	%		40	%

Rodger Trimble		50	%		60	%		40	%

Lawrence West		50	%		60	%		40	%

Assessment of Individual Performance

Individual performance has a significant impact on the annual cash bonus for NEOs other than the Chief Executive Officer and is weighted between 20% and 40% of the award with the remaining amount being driven by our performance relative to our corporate performance measures. The individual performance rating for each NEO, other than the Chief Executive Officer, is determined through a formal performance evaluation conducted with the Chief Executive Officer. The performance evaluation measures how each NEO performs against criteria directly related to their position.

2022 Corporate Performance Goals and Scores

Results between the Company’s Corporate Target can be interpolated on a linear basis. The lower number results in a multiplier of 0, middle results in a multiplier of 1 and the upper threshold is a multiplier of 2.



Target	Unit	Corporate Target	Weighting	Score

Operational

WI Production	kboepd	30.5 – 31.5 – 32.5	10%	3%

1P FD&A Costs (1)	$/boe	18 – 15 – 12	10%	0%

1P Reserve Replacement Ratio (2)	%	85 – 100 – 115	10%	20%

Financial

G&A (gross, excluding bonus)	$MM	56 – 48 – 40	10%	9%

Lifting Costs /boe (3)	$/boe	12 – 10 – 8	10%	3%

Total Workover Costs	$MM	51 – 43 – 35	10%	0%

RBL repayment	$MM	Pay off in first 6 months	15%	30%

Market

Generate Free Cash Flow (4)	$MM	40 – 45 – 50	10%	20%

Strategic

Exploration success – recognized reserves by Reserve Auditor	#	0 – 1 – 2	15%	30%

(1)

Finding, development and acquisition costs (“FD&A”) costs are calculated as estimated exploration and development capital expenditures in Colombia, divided by the ~~Compensation Committee for the following executives~~applicable reserves additions both before and after changes in ~~connection with 2017 performance:~~future development costs (“FDC”).

Name Target Payout as a %
of Base Salary Corporate Performance
Weighting Individual Performance
Weighting
Gary S. Guidry 100% 100% —%
Ryan Ellson 80% 80% 20%
Adrian Coral 60% 60% 40%
Jim Evans 50% 60% 40%
Lawrence West 50% 60% 40%
David Hardy 50% 60% 40%

~~Assessment of Individual Performance~~

Individual performance has a significant impact on the annual cash bonus for NEOs other than the Chief Executive Officer and is weighted between 20% and 40% of the award with the remaining amount being driven by our performance relative to our performance measures. The individual performance rating for each NEO, other than the Chief Executive Officer, is determined through a formal performance evaluation conducted with the Chief Executive Officer. The performance evaluation measures how each NEO performs against criteria directly related to their position.

(2)

~~2017 Corporate Performance Goals~~1P reserves have been calculated in compliance with NI 51-101 and ~~Scores~~

At the beginning of each fiscal year, the Board of Directors approves the measures (and associated performance targets) that will be used to measure corporate performance for the fiscal year. For 2017, the Board of Directors approved eight goalsCOGEH and are based on the ~~Company’s budget~~GTE McDaniel Reserves Report. See “Disclosure of Oil and ~~operating plan that were considered to be the key drivers to the success of the Company’s business plan~~Gas Information” for the year, which were used as corporate performance metrics to determine the 2017 annual bonus structure (40% operational, 30% financial, 10% market and 20% strategic). Each of the measures had a threshold level of performance which had to be reached for the measure to contribute to a payout. There is a target level of performance for each element and a stretch level of performance above threshold. Between threshold and target performance, and between target and the stretch maximum, performance factors are graduated according to the performance level actually reached. The Board of Directors met in January 2018 to assess the Company’s 2017 performance relative to the pre-established targets. The following table summarizes the results of the assessment:important information.

Metric
Relative
Weighting
Factor

2017
Corporate
Targets

2017
Performance
Result

2017
Performance
Factor Level

Performance
Factor

Operational Goals
Gross Field Reserve 2P Additions (MMBOE)⁽¹⁾ 15% 10 - 15 - 20 27.9 Maximum 30%
2P Finding & Development Costs (“F&D”), Including Future Development Costs ($/BOE)⁽²⁾ 10% 15 - 12 - 10 11.3 Above Target 14%
WI Production before royalties (BOEPD) 15% 35 - 36 - 38 32.1 Below Threshold 0%

Financial Goals
General & Administration Expenses ($/BOE) 10% 4.5 - 3.0 - 2.5 2.6 Maximum 20%
Cash Costs ($/BOE)⁽³⁾ 10% 25 - 20 - 18 16.4 Maximum 20%
Funds Flow from Operations ($ millions)⁽⁴⁾ 10% 200 - 225 - 250 220.2 Below Target 8%

Market Goals
Increase in NAV/share⁽⁵⁾ 10% 17.58 - 12% 30% Maximum 20%

Strategic Goals⁽⁶⁾ 20% - Partially Met Target 15%
100% 127%

~~(1)~~

~~2P reserves have been calculated in compliance with NI 51-101 and COGEH and are based on the GTE McDaniel Reserves Report. See “Disclosure of Oil and Gas Information” for important information.~~

~~(2)~~

F&D costs are calculated as estimated exploration and development capital expenditures in Colombia, excluding acquisitions and dispositions, divided by the applicable reserves additions both before and after changes in future development costs (“FDC”) costs. The calculation of F&D costs incorporates the change in FDC required to bring proved undeveloped and developed reserves into production. The aggregate of the exploration and development costs incurred in the financial year and the changes during that year in estimated FDC may not reflect the total F&D costs related to reserves additions for that year. Management uses F&D costs per BOE as a measure of its ability to execute its capital program and of its asset quality.

~~(3)~~

~~Cash costs includes operating, transportation and commercialization expenses.~~

~~(4)~~

Funds flow from operations is a non-GAAP measure and does not have a standardized meaning under generally accepted accounting principles in the United States of America (“GAAP”). Funds flow from operations, as presented, is net income or loss adjusted for DD&A expenses, asset impairment, deferred tax expense or recovery, stock-based compensation expense, amortization of debt issuance costs, cash settlement of RSUs, unrealized foreign exchange and financial instruments gains and losses and loss on sale of business units or gain on acquisition. Management uses this financial measure to analyze performance and income or loss generated by our principal business activities prior to the consideration of how non-cash items affect that income or loss, and believes that this financial measure is also useful supplemental information for investors to analyze performance and our financial results.

~~(5)~~

~~See page 50 for further details of NAV.~~

~~(6)~~

The 2017 Strategic Goals include metrics set by the Compensation Committee relating to joint ventures, exploration discoveries, financing and exploration commitments included in the Company’s annual budget and approved by the Board.

(3)

Lifting Costs include production and transportation expenses.

~~Actual Annual Cash Bonuses Earned for 2017~~

~~The following table shows the 2017 annual cash bonus awards earned by each NEO:~~

Base Salary
for 2017 ($) Target Payout as a %
of Base Salary 2017 Cash Bonus
Awarded ($)⁽¹⁾ 2017 Cash Bonus
(% of Base Salary)
Gary S. Guidry 318,852 100% 404,145 127
Ryan Ellson 259,067 80% 262,256 101
Adrian Coral 230,000 60% 166,600 72
Jim Evans 239,139 50% 150,658 63
Lawrence West 239,139 50% 136,309 57
David Hardy⁽²⁾ 255,879 50% n/a n/a

~~(1)~~

~~2017 Cash Bonuses were paid on February 15, 2018.~~

~~(2)~~

~~Mr. Hardy’s employment with us terminated on August 30, 2017 and, as such, he did not receive a cash bonus for 2017.~~

(4)	~~Long-Term Equity Incentive Program~~Free Cash Flow equals funds from operations less capital expenditures before exploration expense and before STIP payment.

Our equity compensation program was redesigned in 2016 to incorporate equity awards that vest based on the achievement of key operational goals established by the Board of Directors as described below. Approximately 80% of the value of equity awards granted in 2017 consisted of PSUs and 20% of the value of equity awards consisted of stock options, based on the fair value at grant date.

~~2017 PSUs Granted~~

As part of our long-term incentive plan, PSUs are designed to create a link between executive compensation and increased stockholder value by rewarding NEOs for achievement against key performance metrics over a three-year period. Our goal is to further incentivize our executives to achieve the operational goals established by the Board and to increase share and net asset value for our stockholders.

Each PSU entitles the holder to be issued the number of common shares designated in the performance award multiplied by a payout multiplier, with such common shares (or cash equal in value to such shares) to be issued on dates determined by the Compensation Committee, but no later than March 15 of the year following the year in which the last performance period applicable to the award ends. The payout multiplier is dependent on the performance of the Company relative to pre-defined corporate performance measures for the period. The number of PSUs that vest may range from zero to 200% of the target number granted based on the performance multiplier earned under the terms of the award agreement. Each recipient must also remain in the continuous service of
Gran Tierra ~~from the date of grant through the date of settlement in order for the award to vest. PSUs~~Energy 2023 Proxy Statement 43

COMPENSATION DISCUSSION AND ANALYSIS

Actual Annual Cash Bonuses Earned for 2022

The following table shows the 2022 annual cash bonus awards earned by each NEO:



	2022 Base Salary ($)		Target Payout as a % of Base Salary		2022 Cash Bonus Awarded ($) ⁽¹⁾		2022 Cash Bonus (% of Base Salary)

Gary S. Guidry		441,176		100%		507,353		115%

Ryan Ellson		312,500		80%		305,147		98%

Jim Evans		275,735		50%		177,941		65%

Rodger Trimble		220,588		50%		120,588		55% ��

Lawrence West		275,735		50%		177,941		65%

(1)	2022 Cash Bonuses are ~~granted annually.~~payable on February 15, 2023 ~~The PSUs granted to our NEOs in 2017~~

Long-Term Equity Incentive Program

Our equity compensation program has been designed to incorporate equity awards that vest based on the achievement of key operational goals established by the Board of Directors as described below. Approximately 80% of the value of equity awards granted in 2022 consisted of PSUs and 20% of the value of equity awards consisted of stock options, based on the fair value at grant date.

2022 PSUs Granted

Each PSU entitles the holder to be issued the number of common shares designated in the performance award multiplied by a payout multiplier, with such common shares (or cash equal in value to such shares) to be issued on dates determined by the Compensation Committee, but no later than March 10 of the year following the year in which the last performance period applicable to the award ends. The payout multiplier is dependent on the performance of the Company relative to pre-defined corporate performance measures for the period. The number of PSUs that vest may range from zero to 200% of the target number granted based on the performance multiplier earned under the terms of the award agreement. Each recipient must also remain in the continuous service of Gran Tierra from the date of grant through the date of settlement in order for the award to vest. PSUs are granted annually.

The PSUs granted to our NEOs in 2022 may become fully vested at the end of the three-year performance period, based upon our performance with respect to four separate performance periods as follows:

Performance Period

~~Performance Period~~	~~Percentage of Target Award Subject to Performance Period~~
~~January 1, 2017 - December 31, 2017~~	~~20%~~
~~January 1, 2018 - December 31, 2018~~	~~20%~~
~~January 1, 2019 - December 31, 2019~~	~~20%~~
~~January 1, 2017 - December 31, 2019~~	~~40%~~
	~~100%~~	Percentage of Target Award Subject to Performance Period

January 1, 2022—December 31, 2022		20	%

January 1, 2023—December 31, 2023		20	%

January 1, 2024—December 31, 2024		20	%

January 1, 2022—December 31, 2024		40	%

		100	%

The calculation of the performance multiplier is as follows:

•

50% weighting: Gran Tierra’s Total Shareholder Return (“TSR”) relative to that of peer companies;

•

~~The calculation of the performance multiplier is as follows:~~25% weighting: Gran Tierra’s Financial Covenant Compliance and Free Cash Flow; and

~~50% weighting: Gran Tierra’s Relative Total Shareholder Return (“TSR”);~~

~~25% weighting: Gran Tierra’s Net Asset Value (“NAV”) per shares; and~~

~~25% weighting: execution of strategy (as determined by the Board).~~

•

~~Total Shareholder Return.The Compensation Committee believes that~~25% weighting: execution of strategy (as determined by the Board).

Total Shareholder Return. The Compensation Committee believes that the comparison of Gran Tierra’s TSR over a specified period of time to the returns of peer companies over the same period is an objective external measure of the Company’s effectiveness in translating its results into stockholder returns. TSR is calculated by comparing Gran Tierra’s change in share price relative to the performance of a pre-selected peer group of companies with respect to the same measures. The framework included in the table below is used in translating its results into stockholder returns. TSR is calculated by comparing Gran Tierra’s change in share price plus reinvestment of dividends relative to the performance of a pre-selected peer group of companies with respect to the same measures. The framework included in the table below is used to determining our relative TSR. Results between the performance levels are interpolated on a linear basis.

Annualized TSR Above/Below Payout Multiplier
Performance Level Median of Peers (% of the Target Award)
Threshold -15% 0
Target At median 100
Maximum 20% 200

~~The Compensation Committee approved the following total shareholder return performance peer group (the “Performance Peer Group”) for the 2017 PSUs:~~
44 Gran Tierra Energy 2023 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

~~Callon Petroleum Company~~	~~Oasis Petroleum Inc.~~
~~Canacol Energy Ltd.~~	~~Obsidian Energy Ltd. (formerly Penn West Petroleum Ltd.)~~
~~Carrizo Oil & Gas Inc.~~	~~Parex Resources Inc.~~
~~Contango Oil & Gas Company~~	~~Spartan Energy Corp.~~
~~Jones Energy Inc.~~	~~Synergy Resources Corp.~~
~~Kosmos Energy Ltd.~~	~~Tamarack Valley Energy Ltd.~~
~~Matador Resources Company~~	~~TransGlobe Energy Corp.~~
~~Frontera Energy Corporation~~ ~~(formerly Pacific Exploration & Production Corp.)~~	~~W&TOffshore Inc.~~



Performance Level	Annualized TSR Above/Below Median of Peers	Payout Multiplier (% of the Tarcget Award)

Threshold	-15%	0

Target	At median	100

Maximum	20%	200

The Compensation Committee approved the following total shareholder return performance peer group (the “Performance Peer Group”) for the 2022 PSUs:



If any of the peer companies undergoes a change in corporate capitalization or a corporate transaction (including, but not limited to, a going-private transaction, bankruptcy, liquidation, merger or consolidation) during the performance period, the Committee shall undertake an evaluation to determine whether such peer company will be replaced. The Committee has pre-approved Denbury Resources Inc., Baytex Energy Corp. ~~and EP Energy Corporation as replacement companies. During 2017 Cobalt International Energy~~		Parex Resources Inc.~~, Stone Energy Corp. and TransAtlantic~~

Callon Petroleum ~~Ltd. were removed from the Performance Peer Group and~~ Company		Tamarack Valley Energy Ltd.~~, Carrizo~~

Canacol Energy Ltd.		W&T Offshore Inc.

Crescent (Formerly Contango Oil & Gas Company)		Tullow Oil plc

Kosmos Energy Ltd.		Surge Energy Inc.~~, and Oasis~~

Matador Resources Company		Panoro Energy ASA

Frontera Energy Corporation (formerly Pacific Exploration & Production Corp.)		VAALCO Energy Inc. (Formerly TransGlobe Energy Corp.)

Obsidian Energy Ltd. (formerly Penn West Petroleum ~~Inc. were added as replacements.~~Ltd.) The Performance Peer Group was developed with the assistance of our Compensation Consultants to meet at least one of the following specifications: an enterprise value of at least $1 billion; Proved Reserves of 30 million BOE; WI production before royalties of 20,000+ BOEPD; production to be at least 50% oil and natural gas liquids. Enterprise value was calculated as the market value of our common stock plus the market value of debt minus cash and investments. ~~Net Asset Value.~~NAV per share is based on before tax NPV discounted at 10% of Colombia only proved plus probable (2P) reserves, year-end 2017 net debt of $272 million, comprised of working capital deficit of $16 million, senior convertible notes of $111 million (net of unamortized fees; $115 million gross) and reserves-based credit facility of $145 million (net of unamortized fees; $148 million gross), excluding risk management assets and liabilities and investment in Sterling Resources Ltd. shares, and number of shares of Gran Tierra’s common stock and Exchangeable Shares issued and outstanding at December 31, 2017 and 2016, of 391 million and 399 million, respectively. Net working capital and debt at December 31, 2017 and 2016, prepared in accordance with generally accepted accounting principles in the United States of America. NAV per share was chosen as a performance metric for our PSUs because it provides an indication of the value of the Company’s reserves on a per share basis. Growth in NAV per share demonstrates the Company’s ability to increase the underlying value of the Company without diluting stockholders. The framework included in the table below is used to assess NAV per share

If any of the peer companies undergoes a change in corporate capitalization or a corporate transaction (including, but not limited to, a going-private transaction, bankruptcy, liquidation, merger or consolidation) during the performance period, the Compensation Committee will undertake an evaluation to determine whether such peer company will be replaced.

The Performance Peer Group was developed with the assistance of our independent compensation consultants to meet at least one of the following specifications: an enterprise value of at least $1 billion; Proved Reserves of 30 million BOE; WI production before royalties of 20,000+ BOEPD; production to be at least 50% oil and natural gas liquids. Enterprise value was calculated as the market value of our common stock plus the market value of debt minus cash and investments.

Financial Covenant Compliance and Free Cash Flow. The Company has a number of financial covenants that it must stay in compliance with in order to maintain good standing with its lenders. The Company must also generate Free Cash Flow calculated as funds from operations less capital expenditures before exploration expense and before STIP payment. Free Cash Flow was chosen as a performance metric for our PSUs because it provides an indication of the ability of the Company to execute its exploration program and paydown its debt. Financial covenant compliance and free cash flow demonstrates the Company’s ability to increase the underlying value of the Company without risking stockholder value and diluting stockholders. The framework included in the table below is used to assess Financial Covenant Compliance and Free Cash Flow performance. Results between the performance levels are interpolated on a linear basis.



Financial Covenant Compliance				50

Performance Level

Financial Covenant
Compliance

Payout Multiplier
(% of the Target Award)

Threshold

Performance Level Compound Annual Growth
in NAV/share Payout Multiplier
(% of the Target Award)
Threshold less than 8% 0
Target 8% 100
Maximum 12% 200

non-compliance

Target

compliance

200

Free Cash Flow

Performance Level

Free cash flow

~~Strategy.Execution~~ measured at end
of ~~strategy was chosen as a performance metric for our PSUs because it provides a link to~~year

Payout Multiplier
(% of the Company’s success in meeting key milestones and achieving its strategic goals. The Strategic Goals included metrics set by the Compensation Committee relating to acquisitions, exploration discoveries, financing and exploration commitments included in the Company’s annual budget and approved by the Board.Target Award)

Threshold

less than
$10mm

Target

$20mm

100

~~The following table lists the number of PSUs awarded in 2017 at minimum, target, and maximum levels :~~Maximum

Minimum # of units Target # of units Maximum # of units
Gary S. Guidry 0 325,600 651,200
Ryan Ellson 0 235,800 471,600
Adrian Coral 0 131,200 262,400
Jim Evans 0 139,500 279,000
Lawrence West 0 139,500 279,000
David Hardy⁽¹⁾ 0 149,300 298,600

~~(1)~~

~~All PSUs held by David Hardy were forfeited upon his retirement on August 30, 2017.~~

Greater than $30mm

200

~~2017 Performance Results.~~In February 2018, the Compensation Committee confirmed and approved the performance results for the portion of the 2017 annual PSU awards that vest based on performance during the one-year performance period ended December 31, 2017 and continued employment through the end of 2019.

~~For the performance period ended December 31, 2017, the performance results were as follows:~~

2017 result Performance Level Weighting Payout Multiplier
TSR - Relative TSR above or below median of peers +0.5% Above Target 50% 0.67
NAV - Compound annual growth in NAV per share +30% Maximum 25% 0.50
Strategy Above Target 25% 0.46
Total Multiplier 1.62

~~Stock Options~~

~~Stock options provide NEOs with an option to buy~~
Gran Tierra ~~common shares at a future date at the exercise price determined at the time of grant.~~
Our Compensation Committee and Board continues to believe that time-vested stock options are an important element of our equity compensation program because they serve as a strong retention tool while ensuring that the recipient only receives value upon an increase in the value of our common stock. Stock options within the LTIP mix account for 20% of the value of equity awards granted.Energy 2023 Proxy Statement
45

COMPENSATION DISCUSSION AND ANALYSIS

Strategy.Execution of strategy was chosen as a performance metric for our PSUs because it provides a link to the Company’s success in meeting key milestones and achieving its strategic goals. The Strategic Goals included metrics set by the Compensation Committee relating to acquisitions, exploration discoveries, financing and exploration commitments which have been included in the Company’s annual budget and subsequently approved by the Board.

The following table lists the number of PSUs awarded in 2022 at minimum, target, and maximum levels:



	Minimum # of units		Target # of units		Maximum # of units

Gary S. Guidry		0		923,077		1,846,154

Ryan Ellson		0		630,769		1,261,538

Jim Evans		0		368,132		736,264

Rodger Trimble		0		263,736		527,472

Lawrence West		0		368,132		736,264

2022 Performance Results. In January 2023, the Compensation Committee confirmed and approved the performance results for the portion of the 2022 annual PSU awards that vest based on performance during the one-year performance period ended December 31, 2022 and continued employment through the end of 2022.

For the performance period ended December 31, 2022, the performance results were as follows:



	2022 Performance Factor Level	Weighting	Payout Multiplier

TSR – Relative TSR above or below median of peers	Above Target	50%	0.99

Financial Covenant Compliance and Free Cash Flow	Above Target	25%	0.50

Strategy Achievement	Above Target	25%	0.50

Total Multiplier			1.99

The PSUs granted in 2020 vested on December 31, 2022 and the calculation of the performance multiplier for the three-year period is as follows:



Year	Performance Multiplier	Weighted Contribution

2020	0.50	0.10

2021	2.00	0.40

2022	1.99	0.40

Three-Year	0.83	0.33

TOTAL MULTIPLIER		1.23

Stock Options

Stock options provide NEOs with an option to purchase Gran Tierra common shares at a future date at the exercise price determined at the time of grant.

Our Compensation Committee and Board continues to believe that time-vested stock options are an important element of our equity compensation program because they serve as a strong retention tool while ensuring that the recipient only receives value upon an increase in the value of our common stock. Stock options within the LTIP mix account for 20% of the value of equity awards granted, based on the grant date fair value.

Stock options vest pro-rata annually over three years, beginning with the first anniversary of the date of grant, and have a term of five years, subject to the officer’s continuous provision of services to Gran Tierra through the vesting date (except as otherwise provided in an officer’s award agreement or any employment agreement with Gran Tierra). The exercise price for our stock options is equal to the market price per share at the time of grant. The Compensation Committee meets in the first quarter each year to evaluate, review and approve the annual stock option award design and level of awards for the NEOs.


	51

~~RSUs~~

Gran Tierra Energy 2023 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Actual Total Compensation Paid to NEOs



Year	Total Target Compensation for PEO (USD)		Total Compensation Actually Paid to PEO (USD)		Average of Total Target Compensation for non-PEO NEOs (USD)		Average of Total Compensation Actually Paid to Non-PEO NEOs (USD)
	(a)		(b)		(c)		(d)

2022	$	2,426,000	$	1,163,000	$	1,113,000	$	565,000

2021	$	2,426,000	$	880,000	$	1,113,000	$	454,000

2020	$	2,426,000	$	1,020,000	$	1,113,000	$	588,000

Principal Executive Officer (PEO) – Gary Guidry – President and Chief Executive Officer

Non-PEO NEOs – Ryan Ellson, Executive Vice President and Chief Financial Officer and ; Jim Evans, VP Corporate Services; Lawrence West, VP Exploration; Rodger Trimble, VP Investor Relations

~~No RSUs were granted to NEOs in 2017 as~~This column represents the program has been replaced with grants of PSUs for our executives. RSUs granted prior to 2017 entitle the holder to receive, either the underlying number of shares of our Common Stock upon vesting of such units or, at the optiontotal target compensation of the ~~Company, a cash payment equal to the value of the underlying shares. RSUs vest over three years,~~PEO which includes: base salary, short term incentive plan and ~~once an RSU is vested, it is immediately settled.~~long-term incentive.

~~Equity Awards Granted During 2017~~

~~In 2017, the Compensation Committee approved the following awards under our 2007 Equity Incentive Plan for the NEOs:~~

PSUs Stock Options
Total LTI Grant
Date Fair Value ($) Target #
of units Grant Date Fair
Value ($)⁽¹⁾ # of units Grant Date Fair
Value ($)⁽¹⁾
Gary S. Guidry 1,046,505 325,600 836,792 184,200 209,713
Ryan Ellson 757,883 235,800 606,006 133,400 151,877
Adrian Coral 421,661 131,200 337,184 74,200 84,477
Jim Evans 448,343 139,500 358,515 78,900 89,828
Lawrence West 448,343 139,500 358,515 78,900 89,828
David Hardy⁽²⁾ 479,905 149,300 383,701 84,500 96,204

~~(1)~~

The grant date fair value reported in this column is calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation - Stock Compensation (“ASC 718”).

~~(2)~~

~~All PSUs held by David Hardy were forfeited upon his retirement on August 30, 2017.~~

~~Benefits~~

~~The NEOs are eligible for full participation~~This column represents the total compensation paid to the PEO in all rights and benefits under any life insurance, disability, medical, dental, health and accident plans maintained by Gran Tierra for its employees and executive officers. Our executive officers generally do not receive any supplemental retirement benefits or perquisites, except for limited perquisites provided on a case-by-case basis. In addition, our employees including our executive officers will be paid 100% of theirthat year which includes: base salary, ~~in the event they become disabled while still employed by us, until such time as the executive officer begins to receive~~short term incentive plan and long-term disability insurance benefits which is intended to pay two-thirds of base salary to a maximum of $15,000/month to age 70. These are standard basic benefits in our industry and help to retain and recruit key talent.incentive.

~~Share Ownership Guidelines~~

We have implemented share ownership guidelines for all of our executives, which are designed to align their long-term financial interests with those of our stockholders. The NEO share ownership guidelines are as follows:

~~Position~~	~~Guideline~~	~~Ownership Relative to Base Salary~~ ~~as of December 31, 2017~~⁽¹⁾
~~Chief Executive Officer~~	~~3 X base salary~~	~~Exceeds~~
~~Chief Financial Officer~~	~~2 X base salary~~	~~Exceeds~~
~~Other NEOs~~	~~1 X base salary~~	~~Exceeds or In-Progress~~

If at any time an executive officer does not meet their ownership requirement, they must retain (a) any of our Common Stock owned by them (whether owned directly or indirectly) and (b) any net shares received asThis column represents the ~~result~~total target compensation of the ~~exercise, vesting or payment of any equity award until~~Non-PEO NEOs which includes: base salary, short term incentive plan and long-term incentive.

This column represents the ~~ownership requirement is met,~~total compensation paid to the Non-PEO NEOs in ~~each case unless otherwise approved by the Compensation Committee. For this purpose, “net shares” means the shares of stock~~ that remain after shares are sold or withheld to (i) pay the exercise price for a stock option award or (ii) satisfy any tax obligations, including withholding taxes, arising in connection with the exercise, vesting or payment of an equity award.year which includes: base salary, short term incentive plan and long-term incentive.

Benefits

The NEOs are eligible for full participation in all rights and benefits under any life insurance, disability, medical, dental, health and accident plans maintained by Gran Tierra for its employees and executive officers. Our executive officers generally do not receive any supplemental retirement benefits or perquisites, except for corporate health services and other limited perquisites provided on a case-by-case basis. In addition, our employees including our executive officers will be paid 100% of their base salary in the event they become disabled while still employed by us, until such time as the executive officer begins to receive long-term disability insurance benefits which are intended to pay two-thirds of base salary to a maximum of $15,000/month to age 70. These are standard basic benefits in our industry and help to retain and recruit key talent. In addition, the NEOs are eligible to participate in the Company’s Employee Share Purchase Plan which allows employees to contribute up to 10% of their gross salary which is then matched by the Company and used to purchase undiscounted shares.

Share Ownership Guidelines



Position	Guideline	Ownership Relative to Base Salary as of December 31, 2022

Chief Executive Officer	3 X base salary	Exceeds

Chief Financial Officer	2 X base salary	Exceeds

Other NEOs	1 X base salary	Exceeds

If at any time an executive officer does not meet their ownership requirement, they must retain (a) any of our Common Stock owned by them (whether owned directly or indirectly) and (b) any net shares received as the result of the exercise, vesting or payment of any equity award until the ownership requirement is met, in each case unless otherwise approved by the Compensation Committee. For this purpose, “net shares” means the shares of stock that remain after shares are sold or withheld to (i) pay the exercise price for a stock option award or (ii) satisfy any tax obligations, including withholding taxes, arising in connection with the exercise, vesting or payment of an equity award.


	52
Gran Tierra Energy 2023 Proxy Statement		47

COMPENSATION DISCUSSION AND ANALYSIS

Compliance with these requirements is evaluated as of December 31 of each year. The value of an individual’s share ownership as of such date is determined by multiplying the number of shares of our stock or other eligible equity interests held by the individual by the greater of the purchase price of the stock or the closing price on December 31 of each year.

In determining stock ownership levels, we include shares of common stock held directly or indirectly by the officer (including shares beneficially owned in a trust, by a limited liability company or partnership, and by a spouse and/or minor children). Outstanding RSUs, PSUs and unexercised stock options are not included. If an executive officer does not satisfy the stock ownership requirements, they must retain all shares acquired on the vesting of equity awards or the exercise of stock options (net of exercise costs and taxes) until compliance is achieved. All of the NEO’s are in compliance.

Clawback Provisions

The Company has adopted a policy specifying that if an executive engages in fraud or intentional misconduct that requires a material restatement of financial results, and the fraud or intentional misconduct results in an incorrect determination that an incentive compensation performance goal had been achieved, the Board may take action to recover any incentive compensation resulting from the incorrect determination that had been paid to the executive during the three-year period preceding the filing of the accounting restatement. We intend to amend the Company’s clawback policy or adopt a new clawback policy consistent with the requirements of Exchange Act Rule 10D-1 prior to the effectiveness of final NYSE listing standards implementing such rule.

Prohibition on Speculative Trading of Company Stock

We maintain a policy for securities transactions applicable to all employees including officers, directors, and other members of management of the Company which prohibits engaging in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our stock at any time. The policy also prohibits margining or pledging Company securities. In addition, our Insider Trading Policy, among other things, prohibits our officers, including our NEOs, directors and employees from trading during quarterly and special blackout periods.

Employment Agreements

The Compensation Committee approves the terms of all NEO employment agreements. The terms of those agreements were structured to attract and retain persons key to our success, as well as to be competitive with compensation practices for executives in similar positions at companies of similar size and complexity. In assessing whether the terms of the employment agreements were competitive, the Compensation Committee received advice from our independent compensation consultant and reviewed appropriate surveys and industry benchmarking data. The employment agreements do not have a fixed term. No changes were made to any of the NEO employment agreements already in place during 2022. The terms of the NEO employment agreements provide for certain payments and benefits in connection with a termination of employment and corporate transaction. The Compensation Committee believes these payments allow management to focus their attention and energy on making objective business decisions that are in the best interests of stockholders without allowing personal considerations to affect the decision-making process. Additionally, executive officers at other companies in our industry and the general market in which we compete for executive talent commonly provide post-termination payments, and we have consistently provided this benefit to certain executives in order to remain competitive in attracting and retaining skilled professionals in our industry. In 2017, the Company’s pay practices were amended so that no new employment agreements entered into between Gran Tierra and executive officers will include any provisions that provide for excise tax gross-ups or change in control “Single” or “Modified Single” triggers of severance payments or equity vesting accelerations.

Say on Pay Advisory Vote on Executive Compensation

The Company asked stockholders to vote on a “say-on-pay” advisory vote on our executive compensation in 2022 at the 2022 annual meeting of stockholders. Stockholders expressed support for the compensation of our named executive officers, with approximately 88.95% of the votes cast in favor of the “say-on-pay” advisory vote. Given the stockholders support, the Company did not make any changes to our compensation programs in 2022 as a result of the “say-on-pay” advisory vote. The Compensation Committee also considers many other factors in evaluating our executive compensation programs as discussed in this Compensation Discussion and Analysis, including the Compensation Committee’s assessment of the interaction of our compensation programs with our corporate business objectives and review of peer group data, each of which is evaluated in the context of the Compensation Committee’s duty to act in the best interests of our stockholders.



48		Gran Tierra Energy 2023 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Tax Considerations

Following the enactment of the Tax Cuts and Jobs Act, compensation in excess of $1 million earned by our executive officers who are subject to Section 162(m) of the Internal Revenue Code is not deductible. The Compensation Committee has the discretion to approve, and we will continue to pay, compensation that will not be deductible for federal income tax purposes. Consistent with our compensation philosophy, we currently expect that we will continue to structure our executive compensation program so that a significant portion of total executive compensation is linked to the performance of our company

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed with management the Company’s disclosure under “Compensation Discussion and Analysis” contained in this proxy statement. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Members of the Compensation Committee:

Brooke Wade, Chair

Peter J. Dey

Robert B. Hodgins

David Smith



Gran Tierra Energy 2023 Proxy Statement		49

Executive Compensation

Summary Compensation Table

The following table summarizes the compensation of our NEOs for their performance during the years ended December 31, 2022, 2021 and 2020.



Name and Position	Year		Salary⁽¹⁾ ($)		Stock Awards⁽²⁾ ($)		Option Awards ⁽³⁾ ($)		Non-Equity Incentive Plan Compensation ⁽⁴⁾ ($)		All Other Compensation⁽⁵⁾ ($)		Total ($)

Gary S. Guidry President and Chief Executive Officer		2022		441,176		1,310,769		334,995		507,353		50,679		2,644,972
		2021		473,261		1,337,476		332,821		473,261		57,410		2,674,229
		2020		431,982		1,255,922		312,288		391,140		42,345		2,433,677

Ryan Ellson Executive Vice President & Chief Financial Officer		2022		312,500		895,692		228,913		305,147		39,495		1,781,747
		2021		335,226		913,942		227,427		294,999		44,702		1,816,296
		2020		305,988		858,214		213,397		257,619		30,576		1,665,794

Jim Evans Vice President, Corporate Services		2022		275,735		522,747		133,599		177,941		21,225		1,131,247
		2021		295,788		533,398		132,732		163,275		23,345		1,148,538
		2020		306,788		500,873		124,544		129,595		121,307		1,183,107

Rodger Trimble Vice President, Investor Relations		2022		220,588		374,505		95,713		120,588		29,152		840,546
		2021		236,630		382,136		95,091		118,315		32,219		864,391
		2020		215,991		358,835		89,225		103,676		20,331		788,058

Lawrence West Vice President, Exploration		2022		275,735		522,747		133,599		177,941		7,534		1,117,556
		2021		295,788		533,398		132,732		148,288		8,556		1,118,762
		2020		269,989		500,873		124,544		129,595		8,393		1,033,394

(1)	All compensation is paid in Canadian dollars and converted into U.S. dollars for the purposes of the above table. For 2022 compensation amounts, the exchange rate at December 31, 2022 of one U.S. dollar to Canadian $1.3600 is used.

(2)

Amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of RSU and PSU awards, computed in accordance with ASC 718, disregarding estimated forfeitures. The PSU awards are subject to market conditions and have been valued based on the probable outcome of the market conditions as of the grant date. For a discussion of valuation assumptions, see Note 9—Share Capital of the Notes to Consolidated Financial Statements included under Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2022. Assuming maximum performance is achieved, the value of PSUs granted in 2022 based on the price of the Company’s shares at the date of grant would be as follows: Gary S. Guidry—$ 2,621,538; Ryan Ellson—$ 1,791,384; Jim Evans—$ 1,045,494; Rodger Trimble—$ 749,010 and Lawrence West—$ 1,045,49.

(3)

Amounts reported in the “Option Awards” column represent the aggregate grant date fair value of stock options, computed in accordance with ASC 718. The value ultimately realized by the NEOs upon the actual vesting of the award(s) or the exercise of the stock option(s) may or may not be equal to this determined value. For a discussion of valuation assumptions, see Note 7—Share Capital of the Notes to Consolidated Financial Statements included under Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2022.

(4)	Amounts reported in the “Non-equity Incentive Plan Compensation” column for each year represent the amount earned in that year, irrespective of when the amount was paid.

(5)	Amounts reported in the “All Other Compensation” column include matching contributions to the Employee Share Purchase Plan, parking and transportation allowances, corporate health and group term life insurance, and other perquisites, as shown in the table below.



50		Gran Tierra Energy 2023 Proxy Statement

EXECUTIVE COMPENSATION



Name	Employee Share Purchase Plan Contribution⁽¹⁾ ($)		Corporate Health and Group Term Life Insurance (S)		Parking and Transportation Allowance ($)		Total ($)

Gary S. Guidry		42,279		3,909		4,491		50,679

Ryan Ellson		29,948		5,056		4,491		39,495

Jim Evans		13,213		4,483		3,529		21,225

Rodger Trimble		21,140		4,483		3,529		29,152

Lawrence West		—		4,005		3,529		7,534

(1)	These amounts reflect the Company’s matching contributions to the NEOs’ Employee Share Purchase Plan accounts.

2022 GRANTS OF PLAN-BASED AWARDS

The following table shows certain information regarding grants of plan-based awards granted to the NEOs for the fiscal year ended December 31, 2022:



			Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Option Awards: Number of Securities Underlying		Exercise or Base Price of Option		Grant Date Fair Value of Stock and Option
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Options (#)		Awards ($/Sh)		Awards ($) ⁽¹⁾

Gary S. Guidry			$	0		441,176		882,353

		2/24/2022								0		923,077		1,846,154						1,310,769

		2/24/2022														375,000		1.42		334,995

Ryan Ellson			$	0		250,000		500,000

		2/24/2022								0		630,769		1,261,538						895,692

		2/24/2022														256,250		1.42		228,913

Jim Evans			$	0		137,868		275,735

		2/24/2022								0		368,132		736,264						522,747

		2/24/2022														149,554		1.42		133,599

Rodger Trimble			$	0		110,294		220,588

		2/24/2022								0		263,736		527,472						374,505

		2/24/2022														107,143		1.42		95,713

Lawrence West			$	0		137,868		275,735

		2/24/2022								0		368,132		736,264						522,747

		2/24/2022														149,554		1.42		133,599

(1)

The amounts in this column reflect the aggregate grant date fair value of awards granted to NEOs in 2022 computed in accordance with ASC 718, disregarding estimated forfeitures. The value ultimately realized by each NEO upon the actual vesting of the award(s) or exercise of the stock option(s) may or may not be equal to this determined value. For a discussion of the valuation assumptions, see Note 9 — Share Capital of the Notes to Consolidated Financial Statements included under Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2022.



Gran Tierra Energy 2023 Proxy Statement		51

EXECUTIVE COMPENSATION

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2022

The following table shows for the fiscal year ended December 31, 2022, certain information regarding outstanding equity awards held by each of the NEOs.



	Option Awards									Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Exercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units That Have Not Vested (#)			Market Value of Unearned Units That Have Not Vested ($)⁽¹⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁾

Gary S. Guidry		193,103		0			2.47		March 1, 2023		2,006,214	(2)		1,986,152		0			0

		291,667		0			2.32		March 1, 2024		1,301,592	(3)		1,288,576		329,476	(4)		326,181

		651,162		325,582	(5)		0.77		Feb. 28, 2025		307,692	(6)		304,615		615,385	(7)		609,231

		229,508		688,525	(8)		0.82		March 1, 2026

		0		375,000	(9)		1.42		Feb. 24, 2027

Ryan Ellson		139,862		0			2.47		March 1, 2023		1,370,912	(2)		1,357,203		0			0

		199,306		0			2.32		March 1, 2024		743,042	(3)		735,611		371,521	(4)		367,806	(3)

		444,961		222,481	(5)		0.77		Feb. 28, 2025		210,256	(6)		208,153		420,513	(7)		416,308	(6)

		156,830		313,662	(8)		0.82		March 1, 2026

		0		256,250	(9)		1.42		Feb. 24, 2027

Jim Evans		82,759		0			2.47		March 1, 2023		800,097	(2)		792,096		0			0

		116,319		0			2.32		March 1, 2024		433,657	(3)		429,320		216,828	(4)		214,660	(3)

		256,690		129,845	(5)		0.77		Feb. 28, 2025		122,711	(6)		121,484		245,421	(7)		242,967	(6)

		91,530		183,060	(8)		0.82		March 1, 2026

		0		149,554	(9)		1.42		Feb. 24, 2027

Rodger Trimble		82,759		0			2.47		March 1, 2023		573,203	(2)		567,471		0			0

		83,333		0			2.32		March 1, 2024		310,679	(3)		307,572		155,340	(4)		153,787	(3)

		186,046		93,024	(5)		0.77		Feb. 28, 2025		87,912	(6)		87,033		175,824	(7)		174,066	(6)

		65,573		131,148	(8)		0.82		March 1, 2026

		0		107,143	(9)		1.42		Feb. 24, 2027

Lawrence West		82,759		0			2.47		March 1, 2023		800,097	(2)		792,096		0			0

		116,319		0			2.32		March 1, 2024		433,657	(3)		429,320		216,828	(4)		214,660	(3)

		256,690		129,845	(5)		0.77		Feb. 28, 2025		122,711	(6)		121,484		245,421	(7)		242,967	(6)

		91,530		183,060	(8)		0.82		March 1, 2026

		0		149,554	(9)		1.42		Feb. 24, 2027

(1)	Calculated using $0.99 which is the closing price of Gran Tierra’s shares on December 31, 2022.

(2)	These amounts include the tranches of the PSU awards granted in February of 2020 which were vested December 31, 2022 and were settled in February 2023.

(3)



52		Gran Tierra Energy 2023 Proxy Statement

EXECUTIVE COMPENSATION

terms of the PSUs for the performance period from January 1, 2021 through December 31, 2021, and the period January 1, 2022 through December 31, 2022. The first tranche became earned at 50% of target and the second tranche became earned at 200% of target. The awards are enumerated in this column because while the performance element of vesting for the awards has been fulfilled, the continued service requirement for vesting has not. If the NEOs do not remain employed through the settlement date, they will forfeit the awards. As such, the awards were not fully vested as of December 31, 2022.

(4)

These amounts include the tranches (representing 40% of the target amount) of the PSU award granted on March 1, 2021 the vesting of which is still subject to company performance. The applicable performance period for the third tranche (representing 20% of the target amount) is January 1, 2023 through December, 2023. The fourth tranche (representing 40% of the target amount) has a performance period which began on January 1, 2020 and will end on December 31, 2023.

(5)	The right to exercise the options vest one-third on February 28, 2021, one-third on February 28, 2022, and one-third on February 28, 2023, in each case if the option holder is still employed by Gran Tierra on such date.

(6)

Provided that our NEOs remain employed through the settlement date, these amounts represent the number of common shares, or their cash equivalent, deliverable to each NEO with respect to the first tranche (representing 20% of the target amount) of the PSU award granted on February 24, 2022. These amounts represent the actual number of common shares, or their cash equivalent, earned pursuant to the terms of the PSUs for the performance period from January 1, 2022 through December 31, 2022. The awards are enumerated in this column because while the performance element of vesting for the awards has been fulfilled, the continued service requirement for vesting has not. If the NEOs do not remain employed through the settlement date, they will forfeit the awards. As such, the awards were not fully vested as of December 31, 2022.

(7)

These amounts include the tranches (representing 80% of the target amount) of the PSU award granted on February 24, 2022 the vesting of which is still subject to company performance. The applicable performance period for the second tranche (representing 20% of the target amount) is January 1, 2023 through December 31, 2023, and the applicable performance period for the third tranche (representing 20% of the target amount) is January 1, 2024 through December, 2024. The fourth tranche (representing 40% of the target amount) has a performance period which began on January 1, 2022 and will end on December 31, 2024. The amounts above represent the maximum number of the PSUs that may vest. The actual number of PSUs that vest pursuant to the PSU award granted on February 24, 2022 will depend on our performance over the applicable performance periods and the NEOs continued employment through the date of settlement.

(8)	The right to exercise the options vest one-third on March 1, 2022, one-third on March 1, 2023 and one-third on March 1, 2024, in each case if the option holder is still employed by Gran Tierra on such date.

(9)	The right to exercise the options vest one-third on February 24, 2023 one-third on February 24, 2024 and one-third on February 24, 2025, in each case if the option holder is still employed by Gran Tierra on such date.

2022 OPTION EXERCISES AND STOCK VESTED

The following table presents information concerning the aggregate number of options that were exercised and the PSUs that vested during the fiscal year ended December 31, 2022, for the NEOs.



	Option Awards				Stock Awards

Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)		Number of Shares Acquired on Vesting (#)⁽¹⁾		Value Realized on Vesting ($)⁽²⁾

Gary S. Guidry		—		—		2,006,214 (PSU)		1,986,152

Ryan Ellson		—		—		1,370,912 (PSU)		1,357,203

Jim Evans		—		—		800,097 (PSU)		792,096

Rodger Trimble						573,203 (PSU)		567.471

Lawrence West		—		—		800,097 (PSU)		792,096

(1)	All PSUs that vested during 2022 were settled in cash, and no shares of common stock were issued.

(2)

The amounts in this column were calculated by multiplying the number of shares of ~~our~~common stock ~~or other eligible equity interests held~~subject to the PSU that vested by the ~~individual by the greater of the purchase~~closing market price ~~of the stock or the closing price on December 31 of each year.~~

~~In determining stock ownership levels, we include shares~~ of common stock held directly or indirectly by the officer (including shares beneficially owned in a trust, by a limited liability company or partnership, and by a spouse and/or minor children). Outstanding RSUs, PSUs and unexercised stock options are not included. If an executive officer does not satisfy the stock ownership requirements, they must retain all shares acquired on the vesting date of ~~equity awards or the exercise of stock options (net of exercise costs and taxes) until compliance is achieved.~~

~~The following table shows the number and value of shares owned at~~ December 31, ~~2017 compared with the minimum share ownership guideline:~~

Number of Shares
Owned as of
December 31, 2017 Value of Shares
owned as of
December 31, 2017⁽¹⁾ Minimum
Ownership
Per Guideline
Gary S. Guidry 2,527,000 $ 6,822,900 $ 956,557
Ryan Ellson 266,030 $ 718,281 $ 518,135
Adrian Coral 0 0 230,000
Jim Evans 251,405 $ 678,794 $ 239,139
Lawrence West 245,030 $ 661,581 $ 239,139
David Hardy n/a n/a n/a

~~(1)~~

~~Value is calculated based on the closing price of the Company’s shares on the NYSE American on December 29, 2017, which was $2.70.~~

~~Clawback Provisions~~

~~Prohibition on Speculative Trading of Company Stock~~

~~We maintain a policy for securities transactions applicable to all officers, directors, and other members of management of the Company~~2022 which prohibits engaging in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our stock at any time. In addition, our Insider Trading Policy, among other things, prohibits our officers, including our NEOs, directors and employees from trading during quarterly and special blackout periods.was $0.99.

~~Employment Agreements~~

The Compensation Committee approves the terms of all NEO employment agreements. The terms of those agreements were structured to attract and retain persons key to our success, as well as to be competitive with compensation practices for executives in similar positions at companies of similar size and complexity. In assessing whether the terms of the employment agreements were competitive, the Compensation Committees received advice from our Compensation Consultant and reviewed appropriate surveys and industry benchmarking data. The employment agreements do not have a fixed term. No changes were made to any of the NEO employment agreements during 2017. The terms of the NEO employment agreements provide for certain payments and benefits in connection with a termination of employment and corporate transaction. The Compensation Committee believes these payments allow management to focus their attention and energy on making objective business decisions that are in the best interests of stockholders without allowing personal considerations to affect the decision-making process. Additionally, executive officers at other companies in our industry and the general market in which we compete for executive talent commonly provide post-termination payments, and we have consistently provided this benefit to certain executives in order to remain competitive in attracting and retaining skilled professionals in

our industry. In 2017, the Company’s pay practices were amended so that no new employment agreements entered into between Gran Tierra and executive officers will include any provisions that provide for excise tax gross-ups or change in control “Single” or “Modified Single” triggers of severance payments or equity vesting accelerations.

~~Say on Pay Advisory Vote on Executive Compensation~~

The Company asked stockholders to vote on a “say-on-pay” advisory vote on our executive compensation in 2017 at the 2017 annual meeting of stockholders. Stockholders expressed substantial support for the compensation of our named executive officers, with approximately 95% of the votes cast in favor of the “say-on-pay” advisory vote. The Compensation Committee carefully evaluated the results of the 2017 advisory vote. The Compensation Committee also considers many other factors in evaluating our executive compensation programs as discussed in this Compensation Discussion and Analysis, including the Compensation Committee’s assessment of the interaction of our compensation programs with our corporate business objectives and review of peer group data, each of which is evaluated in the context of the Compensation Committee’s fiduciary duty to act as the directors determine to be in stockholders’ best interests. While each of these factors bore on the Compensation Committee’s decisions regarding our named executive officers’ compensation, the Compensation Committee did not make any changes to our executive compensation program and policies as a result of the 2017 “say-on-pay” advisory vote.

~~REPORT OF THE COMPENSATION COMMITTEE~~

~~Members of the Compensation Committee:~~

~~Brooke Wade, Chair~~
~~Peter J. Dey~~
~~Robert B. Hodgins~~

~~EXECUTIVE COMPENSATION~~

~~SUMMARY COMPENSATION TABLE~~

~~The following table summarizes the compensation of our NEOs for their performance during the years ended December 31, 2017, 2016 and 2015.~~

Name and Position Year Salary⁽¹⁾
($) Stock
Awards⁽³⁾
($) Option
Awards⁽⁴⁾
($) Non-Equity
Incentive Plan
Compensation⁽²⁾
($) All Other
Compensation⁽⁵⁾
($) Total
($)
Gary S. Guidry⁽⁶⁾ 2017 318,852 836,792 209,713 404,145 6,804 1,776,306
President and Chief 2016 297,907 832,048 219,984 359,723 4,555 1,714,217
Executive Officer 2015 187,204 350,550 896,072 140,173 2,238 1,576,237

Ryan Ellson⁽⁷⁾ 2017 259,067 606,006 151,877 262,256 6,804 1,286,010
Chief Financial Officer 2016 242,050 602,756 159,358 235,347 4,555 1,244,066
2015 151,214 221,400 522,709 102,601 2,228 1,000,152

Jim Evans⁽⁸⁾ 2017 239,139 358,515 89,828 150,658 89,697 927,837
Vice President, Corporate 2016 223,430 356,440 94,229 128,845 3,997 806,941
Services 2015 134,921 73,800 298,691 51,301 2,228 560,941

Adrian Coral, 2017 210,461 337,184 84,477 166,600 116,694 915,416
President, Colombia 2016 185,303 78,204 20,670 156,551 122,557 563,285
2015 206,230 68,750 94,024 136,070 120,217 625,291

Lawrence West⁽⁹⁾ 2017 239,139 358,515 89,828 136,309 264,963 1,088,754
Vice President, 2016 223,430 356,440 94,229 125,866 247,069 1,047,034
Exploration 2015 98,522 73,800 298,691 51,301 154,681 676,995

David Hardy⁽¹⁰⁾ 2017 170,586 383,701 96,204 0 731,288 1,381,779
Former Vice President, Legal 2016 239,071 381,710 100,812 184,702 25,515 931,810
and General Counsel 2015 231,936 88,550 160,393 108,382 37,503 626,764

Potential Payment Upon Termination or Change of Control

~~(1)~~

All compensation is paid in Canadian dollars and converted into U.S. dollars for the purposes of the above table. For 2017 compensation amounts, the exchange rate at December 29, 2017 of one U.S. dollar to Canadian $1.2545 is used.

Messrs. Guidry, Ellson, Evans, Trimble and West

~~(2)~~

~~Amounts reported in the “Non-equity Incentive Plan Compensation” column for each year represent the amount earned in that year, irrespective of when the amount was paid.~~

~~(3)~~

Amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of RSU and PSU awards, computed in accordance with ASC 718, disregarding estimated forfeitures. The PSU awards are subject to market conditions and have been valued based on the probable outcome of the market conditions as of the grant date. For a discussion of valuation assumptions, see Note 7 - Share-Based Compensation of the Notes to Consolidated Financial Statements included under Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2017. Assuming maximum performance is achieved, the value of PSUs based on the price of the Company’s shares at the date of grant would be as follows: Gary S. Guidry - $1,673,584; Ryan Ellson - $1,212,012; Jim Evans - $717,030; Adrian Coral - $674,368; Lawrence West - $717,030; David Hardy - $767,402.

~~(4)~~

Amounts reported in the “Option Awards” column represent the aggregate grant date fair value of stock options, computed in accordance with ASC 718. The value ultimately realized by the NEOs upon the actual vesting of the award(s) or the exercise of the stock option(s) may or may not be equal to this determined value. For a discussion of valuation assumptions, see Note 7 - Share-Based Compensation of the Notes to Consolidated Financial Statements included under Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2017.

~~(5)~~

Amounts reported in the “All Other Compensation” column include severance payments, vacation pay, parking and transportation allowances, group term life insurance, and other perquisites, as shown in the table below.

~~(6)~~

~~Mr. Guidry became President and Chief Executive Officer on May 7, 2015.~~

~~(7)~~

~~Mr. Ellson became Chief Financial Officer on May 11, 2015.~~

~~(8)~~

~~Mr. Evans became Vice President, Corporate Services on May 11, 2015.~~

~~(9)~~

~~Mr. West became Vice President, Exploration on May 11, 2015.~~

~~(10)~~

~~Mr. Hardy ceased to be our Vice President, Legal and General Counsel on August 30, 2017.~~

Name Group Term
Life Insurance
(S) Parking and
Transportation
Allowance
($) Vacation
Pay ($) Severance
Payment ($) Other ($) Total
($)
Gary S. Guidry 928 5,876 — — — 6,804
Ryan Ellson 928 5,876 — — — 6,804
Adrian Coral 3,722 — 7,747 — 105,225 ⁽¹⁾ 116,694
Jim Evans 928 3,029 — — 85,740 ⁽²⁾ 89,697
David Hardy 655 2,551 47,731 680,351 731,288
Lawrence West — — — — 264,963 ⁽³⁾ 264,963

~~(1)~~

~~Consists of $89,190 for driver, vehicle and vehicle expenses, $6,136 for club membership and $9,899 for savings fund contributions. Mr. Coral resides in Bogota, Colombia.~~

~~(2)~~

Consists of $15,945 allowance for housing and utilities; $37,713 for driver, vehicle and vehicle expenses; $27,401 for foreign service and hardship allowance; $4,384 for goods and services costs; and $297 for language training. Mr. Evans has been residing in Bogota, Colombia since September 2017.

~~(3)~~

Consists of $84,987 allowance for housing and utilities; $86,872 for driver, vehicle and vehicle expenses; $63,573 for foreign service and hardship allowance; $14,922 for goods and services costs; $12,365 for club membership; and $2,244 for language training. Mr. West currently resides in Bogota, Colombia.

~~2017 GRANTS OF PLAN-BASED AWARDS~~

~~The following table shows certain information regarding grants of plan-based awards granted to the NEOs for the fiscal year ended December 31, 2017:~~

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards Estimated Future Payouts
Under Equity Incentive
Plan Awards All Other
Option
Awards:
Number of
Securities
Underlying Exercise or
Base Price
of Option Grant Date
Fair Value
of Stock
and Option
Name Grant Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) Options
(#) Awards
($/Sh) Awards
($)⁽¹⁾
Gary S. Guidry $0 318,852 637,704
2017/03/02 0 325,600 651,200
2017/03/02 184,200 2.57 209,713

Ryan Ellson $0 207,254 383,420
2017/03/02 0 235,800 471,600
2017/03/02 133,400 2.57 151,877

Adrian Coral $0 138,000 234,600
2017/03/02 0 131,200 262,400
2017/03/02 74,200 2.57 84,477

Jim Evans $0 119,570 203,268
2017/03/02 0 139,500 279,000
2017/03/02 78,900 2.57 89,828

Lawrence West $0 119,570 203,268
2017/03/02 0 139,500 279,000
2017/03/02 78,900 2.57 89,828

David Hardy $0 127,939 217,497
2017/03/02 0 149,300 298,600
2017/03/02 84,500 2.57 96,204

~~(1)~~

The amounts in this column reflect the aggregate grant date fair value of awards granted to NEOs in 2017 computed in accordance with ASC 718, disregarding estimated forfeitures. The value ultimately realized by each NEO upon the actual vesting of the award(s) or exercise of the stock option(s) may or may not be equal to this determined value. For a discussion of the valuation assumptions, see Note 7—~~Share-Based Compensation of the Notes to Consolidated Financial Statements included under Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2017.~~

~~OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2017~~

~~The following table shows for the fiscal year ended December 31, 2017, certain information regarding outstanding equity awards held by each of the NEOs.~~

Option Awards Stock Awards
Name Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable Option
Exercise
Price
($) Option Expiration
Date Number of
Shares or Units
That Have Not
Vested
(#) Market Value of
Unearned Units
That Have Not
Vested ($)⁽²⁾ Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#) Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)⁽²⁾
Gary S. Guidry 400,000 200,000 ⁽¹⁾ 3.69 May 11, 2020 31,667 ⁽⁷⁾ 85,501
63,500 127,000 ⁽⁵⁾ 2.66 March 1, 2021 212,704 ⁽⁸⁾ 574,301 375,360 ⁽³⁾ 1,013,472
0 184,200 ⁽⁶⁾ 2.57 March 2, 2022 105,300 ⁽⁹⁾ 284,310 520,000 ⁽⁴⁾ 1,404,000

Ryan Ellson 233,333 116,667 ⁽¹⁾ 3.69 May 11, 2020 20,000 ⁽⁷⁾ 54,000
46,000 92,000 ⁽⁵⁾ 2.66 March 1, 2021 154,088 ⁽⁸⁾ 416,038 271,920 ⁽³⁾ 734,184
0 133,400 ⁽⁶⁾ 2.57 March 2, 2022 76,399 ⁽⁹⁾ 206,278 377,280 ⁽⁴⁾ 1,018,656

Adrian Coral 10,000 — 2.51 December 15, 2018 8,334 ⁽¹⁰⁾ 22,502
23,000 — 5.90 March 3, 2020 19,992 ⁽⁸⁾ 53,978 35,280 ⁽³⁾ 95,256
16,312 — 8.40 March 9, 2021 42,509 ⁽⁹⁾ 114,774 209,920 ⁽⁴⁾ 566,784
7,500 — 5.83 Feb. 28, 2022
8,865 — 7.09 Feb. 28, 2019
20,500 — 6.45 Aug. 10, 2019
56,666 28,334 2.75 Mar. 3, 2020
5,966 11,934 2.66 Mar. 1, 2021
0 74,200 2.57 Mar. 2, 2022

Jim Evans 133,333 66,667 ⁽¹⁾ 3.69 May 11, 2020 6,667 ⁽⁷⁾ 18,001
27,200 54,400 ⁽⁵⁾ 2.66 March 1, 2021 91,120 ⁽⁸⁾ 246,024 160,800 ⁽³⁾ 434,160
0 78,900 ⁽⁶⁾ 2.57 March 2, 2022 45,198 ⁽⁹⁾ 122,035 233,200 ⁽⁴⁾ 602,640

Lawrence
West 133,333 66,667 ⁽¹⁾ 3.69 May 11, 2020 6,667 ⁽⁷⁾ 18,001
27,200 54,400 ⁽⁵⁾ 2.66 March 1, 2021 91,120 ⁽⁸⁾ 246,024 160,800 ⁽³⁾ 434,160
0 78,900 ⁽⁶⁾ 2.57 March 2, 2022 45,198 ⁽⁹⁾ 122,035 233,200 ⁽⁴⁾ 602,640

David Hardy 150,000 — 5.90 August 30, 2018 — — — —
100,000 — 8.40 August 30, 2018
100,000 — 5.83 August 30, 2018
75,000 — 6.28 August 30, 2018
100,000 — 7.09 August 30, 2018
145,000 — 2.75 August 30, 2018
29,100 — 2.66 August 30, 2018

~~(1)~~

~~The right to exercise the option will vest on May 12, 2018, as long as the option holder is still employed by Gran Tierra on that date.~~

~~(2)~~

~~Calculated using $2.70 which is the closing price of Gran Tierra’s shares on December 29, 2017.~~

~~(3)~~

These amounts include the tranches (representing 60% of the target amount) of the PSU award granted in March of 2016 the vesting of which is still subject to company performance. The applicable performance period for the third tranche (representing 20% of the target amount) is January 1, 2018 through December, 2018. The fourth tranche (representing 40% of the target amount) has a performance period which began on January 1, 2016 and will end on December 31, 2018. Because our performance during 2016 exceeded target, the amounts above represent the maximum number of the PSUs that may vest. The actual number of PSUs that vest pursuant to the PSU award granted in March of 2016 will depend on our performance over the applicable performance periods and the NEOs continued employment through the date of settlement.

~~(4)~~

These amounts include the tranches (representing 80% of the target amount) of the PSU award granted in March of 2017 the vesting of which is still subject to company performance. The applicable performance period for the second tranche (representing 20% of the target amount) is January 1, 2018 through December 31, 2018, and the applicable performance period for the third tranche (representing 20% of the target amount) is January 1, 2019 through December, 2019. The fourth tranche (representing 40% of the target amount) has a performance period which began on January 1, 2017 and will end on December 31, 2019. Because our performance during 2017 exceeded target, the amounts above represent the maximum number of the PSUs that may vest. The actual number of PSUs that vest pursuant to the PSU award granted in March of 2017 will depend on our performance over the applicable performance periods and the NEOs continued employment through the date of settlement.

~~(5)~~

~~The right to exercise the option will vest one-half on March 2, 2018 and one-half on March 2, 2019, in each case if the option holder is still employed by Gran Tierra on such date.~~

~~(6)~~

The right to exercise the option will vest one-third on March 2, 2018, one-third on March 2, 2019, and one-third on March 2, 2020, in each case if the option holder is still employed by Gran Tierra on such date.

~~(7)~~

~~The RSUs will all vest on May 12, 2018.~~

~~(8)~~

Provided that our NEOs remain employed through the settlement date, these amounts represent the number of common shares, or their cash equivalent, deliverable to each NEO with respect to the first tranche (representing 20% of the target amount) of the PSU award granted in March of 2016. These amounts represent the actual number of common shares, or their cash equivalent, earned pursuant to the terms of the PSUs for the performance period from January 1, 2016 through December 31, 2016. This tranche became earned at 178% of target. The awards are enumerated in this column because while the performance element of vesting for the awards has been fulfilled, the continued service requirement for vesting has not. If the NEOs do not remain employed through the settlement date, they will forfeit the awards. As such, the awards were not fully vested as of December 31, 2016.

~~(9)~~

Provided that our NEOs remain employed through the settlement date, these amounts represent the number of common shares, or their cash equivalent, deliverable to each NEO with respect to the first tranche (representing 20% of the target amount) of the PSU award granted in March of 2017. These amounts represent the actual number of common shares, or their cash equivalent, earned pursuant to the terms of the PSUs for the performance period from January 1, 2017 through December 31, 2017. This tranche became earned at 162% of target. The awards are enumerated in this column because while the performance element of vesting for the awards has been fulfilled, the continued service requirement for vesting has not. If the NEOs do not remain employed through the settlement date, they will forfeit the awards. As such, the awards were not fully vested as of December 31, 2017.

~~(10)~~

~~The RSUs vested on March 1, 2018~~

~~2017 OPTION EXERCISES AND STOCK VESTED~~

The following table presents information concerning the aggregate number of RSUs that vested during the fiscal year ended December 31, 2017, for the NEOs. There were no option exercises for the NEOs during the fiscal year ended December 31, 2017, and no PSUs vested during the fiscal year ended December 31, 2017.

Stock Awards
Name
Number of Shares
Acquired on Vesting
(#)⁽¹⁾

Value Realized on
Vesting
($)⁽²⁾

Gary S. Guidry 31,667 79,168
Ryan Ellson 20,000 50,000
Adrian Coral 11,639 29,381
Jim Evans 6,667 16,668
Lawrence West 6,667 16,668
David Hardy -- -

~~(1)~~

~~All RSUs that vested during 2017 were settled in cash, and no shares of common stock were issued.~~

~~(2)~~

~~The amounts in this column were calculated by multiplying the number of shares of common stock subject to the RSU that vested by the closing market price of common stock on the vesting date.~~

~~POTENTIAL PAYMENT UPON TERMINATION OR CHANGE OF CONTROL~~

~~Mr. Hardy~~

~~In connection with Mr. Hardy’s retirement from employment on August 30, 2017, we entered into a Severance Agreement providing for the following:~~

~~Lump sum cash payment of $680,351, excluding vacation pay; and~~

~~All outstanding and vested stock options will remain exercisable through August 30, 2018.~~

~~Messrs. Guidry, Ellson, Coral, Evans and West~~

In the event that Messrs. Guidry, Ellson, ~~Coral,~~ Evans, Trimble or West die, voluntarily resign (without good reason, as defined below), or their employment is terminated by Gran Tierra for cause (as defined below), the executive will not be entitled to receive any further compensation or benefits whatsoever other than those which have accrued up to the executive’s last day of active service.

~~The NEOs~~
Gran Tierra Energy 2023 Proxy Statement 53

EXECUTIVE COMPENSATION

Messrs. Guidry, Ellson, Evans, Trimble and West are entitled to severance payments in the event of an involuntary termination of employment by Gran Tierra other than for cause or a termination of employment by the NEO for good reason, as follows:



		Base Salary + Bonus Earned during 12 months preceding Termination multiplied by:

Gary S. Guidry		2

Ryan Ellson		1.5

Jim Evans		1

Rodger Trimble		1

Lawrence West		1

Under the terms of Mr. Guidry’s employment agreement, as he is required to file a U.S. income tax return with the Internal Revenue Service, and as certain payments or benefits received or to be received by him constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company shall pay to Mr. Guidry, no later than the time such Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by Mr. Guidry, plus the amount necessary to put him in the same after-tax position as if no Excise Tax had been imposed. In 2022, this amount would have been $3,257,013, calculated as follows:

~~Base Salary + Bonus Earned during 12 months preceding~~
~~Termination multiplied by:~~



Total termination payment	$	6,263,486

Gross-Up of taxable income		2,654,230

Total taxable income		8,917,717

Canadian tax payable		(4,280,504	)

Net cash		4,637,213

US Excise tax payable		(1,380,200	)

Net after tax	$	3,257,013

Pursuant to the employment agreements for each of Messrs. Guidry, Ellson, Evans, Trimble and West, “cause” means any act or omission of the executive which would, at common law, permit an employer to terminate the employment of an employee without notice or payment in lieu of notice.

As defined in the employment agreements for each of Messrs. Guidry, Ellson, Evans, Trimble and West, “good reason” generally means any of the following without the executive’s express written consent:

(a) an adverse change in position, titles, duties or responsibilities, except in connection with the termination of employment for cause;

(b) a reduction by the company of the executive’s base salary except to the extent that the annual base salaries of all other executive officers are similarly reduced or any change in the basis upon which the Executive’s annual compensation is determined or paid if the change is adverse to the executive (excluding changes to the annual bonus);

(d) any breach by the Company of any material provision of the employment agreement.

The following events will generally constitute a “change in control” pursuant to the employment agreements with each of Messrs. Guidry, Ellson, Evans, Trimble and West:

(1) a disposition of all or substantially all of the assets of Gran Tierra or GTE ULC;

(2) a majority of the voting securities of Gran Tierra Energy Canada ULC cease to be controlled, directly or indirectly, by Gran Tierra; or



54		Gran Tierra Energy 2023 Proxy Statement
~~Gary S. Guidry~~	2
~~Ryan Ellson~~	~~1.5~~
~~Adrian Coral~~	1
~~Jim Evans~~	1
~~Lawrence West~~	1

EXECUTIVE COMPENSATION

(3) a merger or other transaction of Gran Tierra with or into another company pursuant to which any person or combination of persons thereafter holds a greater number of voting securities of the continuing company than the number of voting securities of the continuing company held by former shareholders of Gran Tierra Energy, Inc.

Upon a termination of employment, each of Messrs. Guidry, Ellson, Evans, Trimble and West forfeit any unvested RSUs and stock options.

Estimated Potential Payments

The table below estimates the amounts payable if an involuntary termination of employment without cause, a termination for good reason or a specified corporate transaction had occurred on December 31, 2022, for the NEOs using $0.99, the closing price of the stock on that date.



			Acceleration of Vesting

Name	Cash Severance ($)		Stock Options ($) ⁽¹⁾		PSUs ($)⁽¹⁾		Total ($)
Gary S. Guidry ⁽²⁾

Termination without Cause or Resignation for Good Reason		1,897,058		—		—		1,897,058

Corporate Transaction		—		0		4,143,361		4,143,361

Termination without Cause or Resignation for Good Reason following a Corporate Transaction		1,897,058		0		4,143,361		6,040,419
Ryan Ellson

Termination without Cause or Resignation for Good Reason		926,471		—		—		926,471

Corporate Transaction		—		0		2,831,296		2,831,296

Termination without Cause or Resignation for Good Reason following a Corporate Transaction		926,471		0		2,831,296		3,757,767
Jim Evans

Termination without Cause or Resignation for Good Reason		453,676		—		—		453,676

Corporate Transaction		—		0		1,652,411		1,652,411

Termination without Cause or Resignation for Good Reason following a Corporate Transaction		453,676		0		1,652,411		2,106,087
Rodger Trimble

Termination without Cause or Resignation for Good Reason		354,946		—		—		354,946

Corporate Transaction		—		0		1,183,816		1,183,816

Termination without Cause or Resignation for Good Reason following a Corporate Transaction		354,946		0		1,183,816		1,538,762
Lawrence West

Termination without Cause or Resignation for Good Reason		453,676		—		—		453,676

Corporate Transaction		—		0		1,652,411		1,652,411

Termination without Cause or Resignation for Good Reason following a Corporate Transaction		453,676		0		1,652,411		2,106,087

(1)

Unvested equity awards will accelerate and become fully vested immediately prior to a Corporate Transaction. With respect to stock options, the value is calculated as (a) the difference between $0.99, the closing price of our common stock on December 31, 2022, and the exercise price of the applicable option, multiplied by (b) the number of unvested options subject to accelerated vesting held by the applicable NEO. With respect to PSUs, the value is calculated as (a) $0.99, the closing price of our common stock on December 31, 2022, multiplied by (b) the number of unvested PSUs subject to accelerated vesting held by the applicable NEO, assuming a performance factor of 1.

(2)

In addition, if Mr. Guidry is required to file a U.S. income tax return with the Internal Revenue Service, and if any of the payments or benefits received or to be received by him constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company shall pay to Mr. Guidry, no later than the time such Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by Mr. Guidry, plus the amount necessary to put him in the same after-tax position as if no Excise Tax had been imposed. The Company believes that to ensure Gran Tierra’s executive compensation remains competitive, the Chief Executive Officer should be tax



Gran Tierra Energy 2023 Proxy Statement		55

EXECUTIVE COMPENSATION

equalized to his Canadian citizen colleagues on payments that are subject to U.S. Excise ~~Tax.~~Tax In ~~2017,~~2022, this amount would have been ~~$1,669,682,~~$3,257,013, calculated as follows:

Total Termination payment $ 3,284,201
Gross-Up of taxable income 1,669,682
Total taxable income 4,953,883

Canadian tax payable (2,377,864)
Net cash 2,576,019
U.S. Excise tax payable (868,235)
Net after tax $ 1,707,785

Pursuant to the employment agreements for each of Messrs. Guidry, Ellson, Coral, Evans and West, “cause” means any act or omission of the executive which would, at common law, permit an employer to terminate the employment of an employee without notice or payment in lieu of notice.

As defined in the employment agreements for each of Messrs. Guidry, Ellson, Coral, Evans and West, “good reason” generally means any of the following without the executive’s express written consent:

~~(a)~~

~~an adverse change in position, titles, duties or responsibilities, except in connection with the termination of employment for cause;~~

~~(b)~~

a reduction by the company of the executive’s base salary except to the extent that the annual base salaries of all other executive officers are similarly reduced or any change in the basis upon which the Executive’s annual compensation is determined or paid if the change is adverse to the executive (excluding changes to the annual bonus);

~~(c)~~

~~a change in control (as defined below) of Gran Tierra Energy Inc. or Gran Tierra Energy Canada ULC occurs; or~~

~~(d)~~

~~any breach by the Company of any material provision of the employment agreement.~~

As defined in the amendment to the employment agreement with Mr. Hardy, “change in control” generally means any of the following (note, “Company” includes either Gran Tierra Energy Inc. or Gran Tierra Energy Canada ULC):

~~(1)~~

~~a sale of all or substantially all of the assets of the Company;~~

~~(2)~~

~~a merger or consolidation in which the Company is not the surviving corporation;~~

~~(3)~~

~~a reverse merger in which the Company is the surviving corporation but the shares of the Company’s common stock outstanding immediately preceding the merger are converted into other property; or~~

~~(4)~~

~~the acquisition by any person, entity or group of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors.~~

~~The following events will generally constitute a “change in control” pursuant to the employment agreements with each of Messrs. Guidry, Ellson, Coral, Evans and West:~~

~~(1)~~

~~a disposition of all or substantially all of the assets of Gran Tierra or GTE ULC;~~

~~(2)~~

~~a majority of the voting securities of Gran Tierra Energy Canada ULC cease to be controlled, directly or indirectly, by Gran Tierra; or~~

~~(3)~~

a merger or other transaction of Gran Tierra with or into another company pursuant to which any person or combination of persons thereafter holds a greater number of voting securities of the continuing company than the number of voting securities of the continuing company held by former shareholders of Gran Tierra Energy, Inc.

~~Upon a termination of employment, each of Messrs. Guidry, Ellson, Coral, Evans and West forfeit any unvested RSUs and stock options.~~



Total termination payment	$	6,263,486

Gross-Up of taxable income		2,654,230

Total taxable income		8,917,717

Canadian tax payable		(4,280,504	)

Net cash		4,637,213

US Excise tax payable		(1,380,200	)

Net after tax	$	3,257,013

Pay Ratio Disclosure

~~Estimated Potential Payments~~

The table below estimates the amounts payable if an involuntary termination of employment without cause, a termination for good reason or a specified corporate transaction had occurred on December 31, 2017, for the NEOs using $2.70, the closing price of the stock on that date.

Acceleration of Vesting
Name
Cash
Severance
($)

Stock
Options
($)⁽¹⁾

RSUs
($)⁽¹⁾

PSUs
($)⁽¹⁾

Total
($)

Gary S. Guidry⁽²⁾
Termination without Cause or Resignation for Good Reason 1,445,994 — — — 1,445,994
Corporate Transaction — 29,026 85,501 1,723,680 1,838,207
Termination without Cause or Resignation for Good Reason following a Corporate Transaction 1,445,994 29,026 85,501 1,723,680 3,284,201

Ryan Ellson
Termination without Cause or Resignation for Good Reason 781,985 — — — 781,985
Corporate Transaction — 21,022 54,000 1,248,480 1,323,502
Termination without Cause or Resignation for Good Reason following a Corporate Transaction 781,985 21,022 54,000 1,248,480 2,105,487

Adrian Coral
Termination without Cause or Resignation for Good Reason 396,600 — — — 396,600
Corporate Transaction — 10,123 22,502 433,620 466,245
Termination without Cause or Resignation for Good Reason following a Corporate Transaction 396,600 10,123 22,502 433,620 862,845

Jim Evans
Termination without Cause or Resignation for Good Reason 389,797 — — — 389,797
Corporate Transaction — 12,433 18,001 738,450 768,884
Termination without Cause or Resignation for Good Reason following a Corporate Transaction 389,797 12,433 18,001 738,450 1,158,681

Lawrence West
Termination without Cause or Resignation for Good Reason 375,448 — — — 375,448
Corporate Transaction — 12,433 18,001 738,450 768,884
Termination without Cause or Resignation for Good Reason following a Corporate Transaction 375,448 12,433 18,001 738,450 1,144,332

~~(1)~~

Unvested equity awards will accelerate and become fully vested immediately prior to a Corporate Transaction. With respect to stock options, the value is calculated as (a) the difference between $2.70, the closing price of our common stock on December 29, 2017, and the exercise price of the applicable option, multiplied by (b) the number of unvested options subject to accelerated vesting held by the applicable NEO. With respect to RSUs, the value is calculated as (a) $2.70, the closing price of our common stock on December 29, 2017, multiplied by (b) the number of unvested RSUs subject to accelerated vesting held by the applicable NEO. With respect to PSUs, the value is calculated as (a) $2.70, the closing price of our common stock on December 29, 2017, multiplied by (b) the number of unvested PSUs subject to accelerated vesting held by the applicable NEO, assuming a performance factor of 1.

~~(2)~~

Under the terms of Mr. Guidry’s employment agreement, as he is required to file a U.S. income tax return with the Internal Revenue Service, and as certain payments or benefits received or to be received by him constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Company shall pay to Mr. Guidry, no later than the time such Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by Mr. Guidry, plus the amount necessary to put him in the same after-tax position as if no Excise Tax had been imposed. In 2017, this amount would have been $1,669,682, calculated as follows:

Total termination payment $ 3,284,201
Gross-Up of taxable income 1,669,682
Total taxable income 4,953,883

Canadian tax payable (2,377,864)
Net cash 2,576,019
US Excise tax payable (868,235)
Net after tax $ 1,707,785

~~PAY RATIO DISCLOSURE~~

~~In determining the median employee, we prepared a list of all employees as of December 31, 2017.~~

In determining the median employee, we prepared a list of all employees as of December 31, 2022. Consistent with applicable rules, we used reasonable estimates both in the methodology used to identify the median employee and in calculating the annual total compensation for employees other than the chief executive officer. In measuring our employees’ total compensation, for employees other than the Chief Executive Officer, we used their base salary paid in 2022, their annual cash bonus paid in 2022 and the value of the equity awards they received in 2022. Total compensation for Gary S. Guidry, the Company’s Chief Executive Officer was determined to be $2,644,972 and was approximately 45 times the median annual compensation of all Company employees excluding the Chief Executive Officer, which as of December 31, 2022, was $53,335. For purposes of this calculation, the Company had 336 employees in Canada, Colombia, and Ecuador excluding the Chief Executive Officer.



56		Gran Tierra Energy 2023 Proxy Statement

Pay Versus Performance Disclosure

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protec

tion

Act, and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company’s aligns exec

tive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.”



Year	Summary Compensation Table Total for PEO (USD)		Compensation Actually Paid to PEO (USD)		Average Summary Compensation Table Total for Non-PEO NEOs (USD)		Average Compensation Actually Paid to Non-PEO NEOs (USD)		Value of Initial Fixed $100 Investment Based On:				Net Income (Loss) (USD)			Adjusted EBITDA (non-GAAP) (USD)
Year	Summary Compensation Table Total for PEO (USD)		Compensation Actually Paid to PEO (USD)				Average Compensation Actually Paid to Non-PEO NEOs (USD)		Total Shareholder Return (TSR)		Per Group Total Shareholder Return		Net Income (Loss) (USD)			Adjusted EBITDA (non-GAAP) (USD)
	(1)		(2)		(3)		(4)		(5)		(6)		(7)			(8)

2022	$	2,644,976	$	3,282,698	$	1,217,777	$	1,575,275	$	130	$	146	$	139,029,000		$	489,555,000

2021	$	2,674,229	$	3,744,595	$	1,236,997	$	1,781,183	$	272	$	244	$	42,482,000		$	241,536,000

2020	$	2,433,677	$	642,322	$	1,167,588	$	295,008	$	77	$	155	($	778,967,000	)	$	96,482,000

1	The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table.

The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the

actual amount of compensation earned by or paid during the

applicable year

. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:



Year	Summary Compensation Table Total for PEO (USD)		Reported Value of Equity Awards			Equity Award Adjustments			Compensation Actually Paid to PEO
			(a)			(b)

2022	$	2,644,976	($	1,645,764	)	$	2,283,486		$	3,282,698

2021	$	2,674,229	($	1,670,297	)	$	2,740,663		$	3,744,595

2020	$	2,433,677	($	1,568,210	)	($	223,145	)	$	642,322

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the

year-end

fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for ~~employees other than~~ the chief executive officer. In measuring our employees’ total compensation, for employees other than the Chief Executive Officer, we used their base salary paid in 2017, their annual cash bonus paid in 2017 and the value of the equity awards they received in 2017. Total compensation for Gary S. Guidry, the Company’s Chief Executive Officer was determined to be $1,776,306 and was approximately 24 times the median annual compensation of all Company employees excluding the Chief Executive Officer of $73,602. For purposes of this calculation, the Company had 323 employees in Canada and Colombia, excluding the Chief Executive Officer.

~~SUMMARY OF INCENTIVE PLANS~~

Plan category (a)
Number of securities
to be issued
upon exercise of
outstanding options⁽¹⁾ (b)
Weighted average
exercise price of
outstanding options (c)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a)⁽²⁾
Equity compensation plans approved by security holders 8,960,692 3.65 17,280,233
Equity compensation plans not approved by security holders — — —
8,960,692 3.65 17,280,233

~~(1)~~

Includes shares reserved to be issued pursuant to stock options granted, representing 2.3% of the Company’s issued and outstanding shares, pursuant to the 2007 Equity Incentive Plan (“the Plan”), which is an amendment and restatement of our 2005 Equity Incentive Plan. This does not include any shares reserved to be issued relating to PSUs, DSUs and RSUs, which may be settled in cash or in shares of our common stock at our election, and for which management’s intent to cash settle is reflected in the financial statement classification of these awards as financial liabilities.

~~(2)~~

In accordance with Item 201(d) of Regulation S-K, the figure in this column represents the total number of shares of our common stock remaining available for issuance under the Plan as of December 31, 2017, representing 4.5% of the Company’s issued and outstanding shares, minus the awards reported in column (a), above. Note, pursuant to the terms of the Plan, the pool of shares available for grant thereunder is not actually reduced until an award is settled in shares of our common stock (as opposed to reducing the pool at the time of grant) At December 31, 2017, PSUs, DSUs and RSUs with respect to 6,709,809 shares were issued and outstanding and, after application of the fungible factor of 1.55, these outstanding awards would represent a 10,400,204 reduction to the securities remaining available for future issuance under the Plan if such awards were to be equity settled. Consistent with accounting treatment that reflects management’s intent to cash settle, these amounts are not included in the above table as a reduction in the securities remaining available for future issuance. Pursuant to the provisions of the Plan, the number of securities remaining available for issuance is reduced by the aggregate balance of (i) stock options exercised and outstanding at a fungible factor of 1.0 shares and (ii) unit based awards at a fungible factor of 1.55 shares for each share of our common stock issued pursuant to any equity settled awards granted under the Plan. Accordingly, the number of shares available for future awards under the Plan may be different than the amount shown in this column.

~~2007 Equity Incentive Plan~~- The only equity compensation plan approved by our stockholders is our 2007 Equity Incentive Plan (the “Plan”), which is an amendment and restatement of our 2005 Equity Plan (the “Prior Plan”).

~~The Plan, provides for the grant of stock options, restricted stock awards, stock appreciation rights, RSUs and other stock awards, collectively referred to as~~~~“Awards.”~~ ~~To date, Gran Tierra has granted stock options, RSUs including DSUs and PSUs under the Plan.~~

~~Purpose~~

The Board adopted the Plan to provide a means by which employees, directors and consultants of Gran Tierra and its affiliates may be given an opportunity to acquire stock in Gran Tierra, to assist in retaining the services of such persons, to secure and retain the services of persons capable of filling such positions and to provide incentives for such persons to exert maximum efforts for the success of Gran Tierra and its affiliates. As of December 31, 2017, all of the approximately 332 employees, directors and consultants of Gran Tierra and its affiliates are eligible to participate in the Incentive Plan and may receive all types of awards.

~~Stock Subject to the Plan~~

~~The maximum aggregate number of shares reserved for issuance under the Plan is 39,806,100 shares, or the “Share Reserve.”~~

Under the terms of the Plan, the Share Reserve will be reduced by (i) one share for each share of common stock issued pursuant to an option or stock appreciation right, and (ii) 1.55 shares for each share of common stock issued pursuant to any other type of stock award, referred to as a “Full Value Award.” If a stock award is settled in cash, such settlement will not reduce the Share Reserve.

The following shares of common stock granted pursuant to a stock award under the Plan will become available for subsequent issuance under the Plan as such shares become available from time to time, as follows:

one share for each share subject to an outstanding option or stock appreciation right that expires, terminates for any reason prior to exercise or settlement or that is forfeited or otherwise returns because of the failure to meet a contingency or condition required to vest such shares;

1.55 shares for each share subject to a Full Value Award that is forfeited or otherwise returns because of the failure to meet a contingency or condition required to vest such shares or the Full Value Award otherwise terminates without all of the shares covered by the Full Value Award having been issued; and

~~1.55 shares for each share subject to a Full Value Award that is reacquired or withheld or not issued to satisfy a tax withholding obligation.~~

However, any shares of common stock granted pursuant to a stock award under the Plan or the Prior Plan that are not delivered to a participant because of any of the following reasons will not become available for subsequent issuance under the Plan:

~~shares are not delivered to a participant because an option or stock appreciation right is exercised through a reduction in the number of shares subject to the stock award (a “net exercise”);~~

~~shares are reacquired or withheld or not issued to satisfy a tax withholding obligation in connection with an option or stock appreciation right;~~

~~shares are used as consideration for the exercise of an option or stock appreciation right; or~~

~~shares are repurchased by Gran Tierra on the open market with the proceeds of an option or stock appreciation right exercise price.~~

~~Eligibility~~

Employees (including officers), directors, and consultants of both Gran Tierra and its affiliates are eligible to receive all types of awards under the Plan. Under the Plan, no employee may be granted options or stock appreciation rights whose value is determined by reference to an increase over an exercise or strike price of at least 100% of the fair market value on the date of grant covering more than 1,000,000 (0.3%) shares of common stock during any calendarapplicable year. The ~~maximum number of shares which may be reserved for issuance~~valuation assumptions used to insiders, at any time, under the Plan, and any other share compensation arrangement of Gran Tierra shall be 10% of the shares of common stock issued and outstanding. Additionally, the maximum number of shares of common stock which may be issued under the Plan, at any time, and any other share compensation arrangements within any 12-month period shall be 10% of the common stock outstanding for insiders as a group and 5% of the common stock outstanding for any one insider and such insider’s associates. The maximum number of options that may be granted to any one consultant in any 12-month period shallcalculate fair values did not ~~exceed 2% of the issued and outstanding common stock~~materially differ from those disclosed at the time of grant.

~~Repricing; Cancellation and Re-Grant of Stock Awards~~

~~Under~~ The amounts deducted or added in calculating the Plan, the Board does not have the authority to reduce the exercise, purchase or strike price of an option or stock appreciation right or to cancel any outstanding option or stock appreciation right that has an exercise price greater than the current fair market value of our common stock in exchange for cash or other stock awards without obtaining the approval of our stockholders within 12 months

equity award adjustments are as follows:



Year	Year End Fair Value of Equity Awards of Equity Awards granted in the Year and Unvested at Year End		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value		Total Equity Award Adjustments

2022	$	1,164,234	$	616,253		$	0	$	502,999		$	0	$	0	$	2,283,486

2021	$	1,564,183	$	827,394		$	0	$	349,086		$	0	$	0	$	2,740,663

2020	$	785,170	($	587,520	)	$	0	($	420,795	)	$	0	$	0	($	223,145	)


	63
Gran Tierra Energy 2023 Proxy Statement		57

Table of Contents

PAY VERSUS PERFORMANCE DISCLOSURE

The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in the three years are as follows: Ryan Ellson, Executive Vice President and Chief Financial Officer; Jim Evans, VP Corporate Services; Rodger Trimble, VP Investor Relations; Lawrence West, VP Exploration.

The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:



Year	Average Summary Compensation Table Total for non-PEO NEOs (USD)		Average Reported Value of Equity Awards			Average Equity Award Adjustments			Compensation Actually Paid to PEO
						(a)

2022	$	1,217,777	($	726,879	)	$	1,084,377		$	1,575,275

2021	$	1,236,997	($	737,715	)	$	1,281,901		$	1,781,183

2020	$	1,167,588	($	692,627	)	($	179,953	)	$	295,008

(a)

The amounts deducted or added in calculating the total average equity award adjustments are as follows:



Year	Average Year End Fair Value of Equity Awards of Equity Awards granted in the Year and Unvested at Year End		Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards			Averagae Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year		Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value		Total Average Equity Award Adjustments


2022	$	514,203	$	276,632		$	0	$	293,542		$	0	$	0	$	1,084,377

2021	$	690,847	$	363,786		$	0	$	227,268		$	0	$	0	$	1,281,901

2020	$	352,382	($	275,194	)	$	0	($	257,141	)	$	0	$	0	($	179,953	)

5 Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

6	Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P O&G E&P Select Index Total Return.

7	The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

EBITDA

is a key indicator of a business’s performance, profitability, value and ability to add debt. It’s a picture of the core profit of a company and provides a picture of its available cash flow. Adjusted EBITDA, as presented, is defined as EBITDA adjusted for asset impairment, goodwill impairment, non-cash lease expense, lease payments, unrealized foreign exchange gains or losses, unrealized derivative instruments gains or losses, other financial instruments gains or losses, other non-cash gains or losses, and stock-based compensation expense. Management uses this supplemental measure to analyze performance and income generated by our principal business activities prior to the ~~repricing~~consideration of how non-cash items affect that income and believes that this financial measure is a useful supplemental information for investors to analyze our performance and our financial results. A reconciliation from net income or ~~cancellation~~loss to EBITDA and ~~re-grant event. Additionally,~~adjusted EBITDA is available in the ~~Board may~~Company’s Annual Report.

As described in greater detail in “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable

pay-for-performance

philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

1P Reserve Replacement

Lifting Costs

Funds Flow



58		Gran Tierra Energy 2023 Proxy Statement

Table of Contents

PAY VERSUS PERFORMANCE DISCLOSURE

Analysis of the Information Presented in the Pay versus Performance Table

described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable

pay-for-performance

philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Compensation Actually Paid and TSR

Compensation Actually Paid and Net Income



Gran Tierra Energy 2023 Proxy Statement		59

Table of Contents

PAY VERSUS PERFORMANCE DISCLOSURE

Compensation Actually Paid and Adjusted EBITDA (non-GAAP)



60		Gran Tierra Energy 2023 Proxy Statement

Proposal 4: Approve an Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split

We are seeking shareholder approval to approve a proposed amendment to the Company’s Certificate of Incorporation to effect (a) a reverse stock split (the “Reverse Stock Split”) to reduce the number of shares of our issued Common Stock into a lesser number of shares of issued Common Stock by a ratio of 1-for-10 shares, subject to certain adjustments for fractional shares, and (b) a reduction in the number of authorized shares of Common Stock by the corresponding proportion (the “Authorized Share Reduction” and together with the Reverse Stock Split, the “Reverse Split Proposal”). The form of amendment to our Certificate of Incorporation (the “Reverse Split Amendment”) is set forth in Appendix A.

If our shareholders approve the Reverse Split Proposal, then we will promptly cause an amendment to the Certificate of Incorporation to be filed with the Delaware Secretary of State and effect the Reverse Stock Split. If this Reverse Split Proposal is approved by our shareholders and effected, every 10 shares of issued Common Stock would be combined and reclassified into one share of Common Stock, subject to certain adjustments for fractional shares as described below. In addition, the number of authorized shares of stock would be proportionally reduced by the Reverse Stock Split ratio, resulting in a decrease (a) from 570,000,000 authorized shares of Common Stock to 57,000,000 shares of Common Stock.

Even if our stockholders approve the Reverse Split Proposal, we reserve the right not to effect the Reverse Stock Split and Authorized Share Reduction if our Board of Directors does not deem them to be in the best interests of the Company and our stockholders. Our Board of Directors believes that granting this discretion provides it with maximum flexibility to act in the best interests of our stockholders. Our Board of Directors’ decision as to whether to effect the Reverse Stock Split and Authorized Share Reduction will be based on a number of factors, including, but not limited to, prevailing market conditions, existing and expected trading prices for our Common Stock, actual or forecasted results of operations, and the likely effect of the Reverse Stock Split and the Authorized Share Reduction on the market price of our Common Stock. See “Reasons for the Reverse Stock Split” below.

The Reverse Stock Split Proposal is not being proposed in response to any effort of which we are aware to accumulate shares of our Issued Common Stock or obtain control of the Company, nor is it a plan by management to recommend such actions to our Board of Directors or our stockholders. Furthermore, the Reverse Split Proposal is not being proposed in order to meet the requirements of any national securities exchange.

There are certain risks associated with a reverse stock split, and we cannot accurately predict or ensure that the Reverse Stock Split and the Authorized Share Reduction will produce or maintain the desired results, which are described in more detail below. For more information on the risks associated with the Reverse Stock Split and the Authorized Share Reduction, see the section below entitled “Other Considerations”. However, our Board of Directors believes that the benefits to the Company and our stockholders outweigh the risks and recommends that you vote “For” the Reverse Split Proposal.

Reasons for the Reverse Stock Split

The primary objectives for effecting the Reverse Stock Split, should our Board of Directors choose to effect one, would be to increase the per share price of our Common Stock. Our Board of Directors believes that, should the appropriate circumstances arise, effecting the Reverse Stock Split would, among other things, help us to appeal to a broader range of investors to generate greater investor interest in the Company and improve the perception of our Common Stock as an investment security. In connection with the Reverse Stock Split, our Board of Directors also believes it is in the best interests of our stockholders to decrease the authorized number of shares of Common Stock by the corresponding proportion, which would reduce the total number of our authorized shares of Common Stock.

Appeal to a Broader Range of Investors to Generate Greater Investor Interest in the Company. An increase in our stock price may make our Common Stock more attractive to investors. Brokerage firms may be reluctant to recommend lower-priced securities to their clients and trading volatility is often associated with low-priced stocks. Many institutional investors have internal practices or policies prohibiting them from holding lower-priced stocks in their portfolios, which reduces the number of potential purchasers of our Common Stock. Investment funds may also be reluctant to invest in lower-priced stocks. Investors may also be dissuaded from purchasing lower-priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms typically do not monitor the trading activity or otherwise provide



Gran Tierra Energy 2023 Proxy Statement		61

PROPOSAL 4: APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO GIVE THE BOARD OF DIRECTORS DISCRETIONARY AUTHORITY TO EFFECT A REVERSE STOCK SPLIT

coverage of lower-priced stocks. Our Board of Directors believes that the anticipated higher market price resulting from the Reverse Stock Split may enable investors and brokerage firms with policies and practices such as those described above to invest in our Common Stock.

Improve the Perception of Our Common Stock as an Investment Security. We believe that the overall economic environment in which we and other energy companies are currently operating has been a significant contributing factor to the decline in the trading price of our Common Stock. The Reverse Split Proposal is one potential means of increasing the per share price of our Common Stock, which could improve the perception of our Common Stock as a viable investment security. Lower-priced stocks have a perception in the investment community as being risky and speculative, which may negatively impact, not only the price of our Common Stock, but also our market liquidity. As an oil and gas exploration and production company, we believe that we may be particularly sensitive to this type of negative public perception and the Reverse Stock Split may result in a higher per share price for our Common Stock. However, we cannot guarantee that such higher price per share of Common Stock will be realized or maintained.

Other Considerations

The Reverse Stock Split May Not Increase the Price of our Common Stock over the Long-Term. Even if a Reverse Stock Split is effected, some or all of the expected benefits discussed above may not be realized or maintained. While we expect that the Reverse Stock Split will result in an increase in the per share price of our Common Stock, any such increase to the per share price of our Common Stock may not be in proportion to the reduction in the number of shares of our issued Common Stock or result in a permanent increase in the per share price. The per share price of our Common Stock depends on multiple factors, including our performance, exploration success, market conditions, and other factors that may be unrelated to the number of shares outstanding, any of which could have a counteracting effect to the Reverse Stock Split on the per share price.

The Reverse Stock Split May Lead to a Decrease in our Overall Market Capitalization and the Liquidity of our Common Stock. Furthermore, if the per share price of our Common Stock declines after the Reverse Stock Split is effected, the decline in the price and the decline in our overall market capitalization may be greater than would have occurred in the absence of a Reverse Stock Split. As a result of a lower number of shares issued and outstanding, the market for our Common Stock may also become more volatile. In addition, the liquidity of our Common Stock may be harmed by the Reverse Stock Split, given the reduced number of shares that would be outstanding after the Reverse Stock Split, particularly if the per share trading price does not increase proportionately as a result of the Reverse Stock Split.

The Reverse Stock Split may Result in Some Stockholders Owning “Odd Lots” That May be More Difficult to Sell or Require Greater Transaction Costs per Share to Sell. In addition, the Reverse Stock Split will likely increase the number of stockholders who hold odd lots (less than 100 shares). Stockholders who hold odd lots typically will experience an increase in the cost of selling their shares, as well as possible greater difficulty in effecting such sales.

Accordingly, a Reverse Stock Split may not achieve all of the desired results that have been outlined above. Our Board of Directors considered all of the foregoing factors and unanimously approved, and recommended seeking stockholder approval of this Reverse Split Proposal, including the Reverse Split Amendment, on February 21, 2023.

As noted above, even if stockholders approve the Reverse Split Proposal, our Board of Directors reserves the right not to effect the Reverse Split Amendment if our Board of Directors does not deem it to be in the best interests of the Company or its stockholders at the time.

Implementation of a Reverse Stock Split

Shares Issued and Outstanding

If our shareholders approve the Reverse Split Proposal, then we will promptly cause an amendment to the Certificate of Incorporation to be filed with the Delaware Secretary of State and effect the Reverse Stock Split. The principal effect of the Reverse Split Amendment, which is set forth in Appendix A and also contemplates the Authorized Share Reduction, would be that every 10 shares of issued Common Stock would be combined and reclassified into one share of Common Stock, with any fractional shares being treated as discussed below. The Reverse Stock Split would be effected simultaneously for all of our issued Common Stock. The Reverse Stock Split will not affect any stockholder’s percentage ownership interests in the Company, voting rights or other rights that accompany the shares of our issued Common Stock, except certain adjustments for fractional shares. All Common Stock issued following the completion of the Reverse Stock Split would remain fully paid and non-assessable.



62		Gran Tierra Energy 2023 Proxy Statement

PROPOSAL 4: APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO GIVE THE BOARD OF DIRECTORS DISCRETIONARY AUTHORITY TO EFFECT A REVERSE STOCK SPLIT

At the close of business on March 7, 2023, 368,898,619 shares of Common Stock were issued (including 24,284,878 shares held in treasury). For purposes of illustration, after giving effect to such Reverse Stock Split, subject to certain adjustments fractional shares, there would be approximately 36,889,862 shares of Common Stock issued (including 2,428,488 shares that would be held in treasury).

Ownership Percentages

Our stockholders should recognize that, if the Reverse Stock Split is effected, they will own a lower number of shares than they currently own. However, except for certain adjustments for fractional shares as described below, each stockholder will hold the same percentage of our issued and outstanding Common Stock immediately following the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock Split.

Shares Authorized for Issuance

If this Reverse Split Proposal is approved by our stockholders and the Reverse Stock Split is effected, the number of authorized shares of stock would be proportionally reduced by the Reverse Stock Split ratio, resulting in a decrease from 570,000,000 authorized shares of Common Stock to 57,000,000 shares of Common Stock.

Effect on Equity Compensation Arrangements

If the Reverse Split Proposal is approved by our stockholders and effectuated, the per share exercise price of any outstanding stock options and any applicable repurchase price of any restricted shares would be increased proportionately, and the number of shares issuable under outstanding stock options, restricted stock units, performance share units and all other outstanding equity-based awards would be reduced proportionately. The number of shares of Common Stock authorized for future issuance under our equity plans would be proportionately reduced and other similar adjustments would be made under the equity plans to reflect the Reverse Stock Split. In addition, the performance targets to which our PSUs are subject, including certain stock price targets, would be proportionally adjusted.

Fractional Shares

If, as a result of the Reverse Stock Split, a stockholder would otherwise be entitled to a fraction of a share of Common Stock in respect of the total aggregate number of pre-Reverse Stock Split shares held by such stockholder, no such fractional shares will be awarded. The aggregate number of post-Reverse Stock Split shares of Common Stock that such stockholder is entitled to will, if the fraction is less than half a share, be rounded down to the next nearest whole number of shares, and if the fraction is at least half of a share, be rounded up to the nearest whole number of shares, with all shares of Common Stock held by a beneficial holder being aggregated.

Effect on Beneficial Holders (i.e., Stockholders Who Hold in “Street Name”)

Upon the Reverse Stock Split, we intend to treat issued and outstanding shares of Common Stock held by stockholders in “street name,” through a bank, broker or other nominee, in the same manner as stockholders whose shares are registered in their own names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their customers holding issued and outstanding shares in “street name.” However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split, particularly with respect to the treatment of fractional shares. If you hold shares of Common Stock with a bank, broker or other nominee and have any questions in this regard, you are encouraged to contact your bank, broker or other nominee.

Effect on Registered “Book-Entry” Holders (i.e., Stockholders That are Registered on the Transfer Agent’s Books and Records but do not Hold Certificates)

Stockholders that hold their shares electronically in book-entry form with our transfer agent, Odyssey Trust Company, do not have stock certificates evidencing their ownership of shares of Common Stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts. If a stockholder holds registered shares in book-entry form with our transfer agent, they will receive a letter of transmittal sent by our transfer agent after the effective time of the Reverse Stock Split. The letter of transmittal will contain instructions on how a stockholder should surrender his or her book-entry shares representing shares of Common Stock (“Old Book Entry Shares”) to the transfer agent in exchange for book-entry shares representing the appropriate number of whole post-Reverse Stock Split shares, as applicable (“New Book Entry Shares”). Until surrendered, we will deem outstanding Old Book Entry Shares held by stockholders to be canceled and only to represent the number of whole shares to which these stockholders are entitled. Any Old Book Entry Shares submitted for exchange, whether because of a sale, transfer or other disposition of shares, will automatically be exchanged for New Book Entry Shares.



Gran Tierra Energy 2023 Proxy Statement		63

PROPOSAL 4: APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO GIVE THE BOARD OF DIRECTORS DISCRETIONARY AUTHORITY TO EFFECT A REVERSE STOCK SPLIT

Effect on Certificated Shares

For shares of Common Stock held in certificate form, stockholders will receive a letter of transmittal sent by our transfer agent after the effective time of the Reverse Stock Split. The letter of transmittal will contain instructions on how a stockholder should surrender his or her certificates representing shares of Common Stock (“Old Certificates”) to the transfer agent in exchange for certificates representing the appropriate number of whole post-Reverse Stock Split shares, as applicable (“New Certificates”). Until surrendered, we will deem outstanding Old Certificates held by stockholders to be canceled and only to represent the number of whole shares to which these stockholders are entitled. Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of shares, will automatically be exchanged for New Certificates.

Stockholders should not destroy any stock certificates and should not submit any certificates until requested to do so by the transfer agent. Shortly after the Reverse Stock Split, the transfer agent will provide registered stockholders with instructions and a letter of transmittal for converting Old Certificates into New Certificates. Stockholders are encouraged to promptly surrender Old Certificates to the transfer agent (acting as exchange agent in connection with the Reverse Stock Split) in order to avoid having shares become subject to escheat laws.

Continued SEC Reporting Requirements and Stock Listing

After the effective time of the Reverse Split Amendment, we would continue to be subject to periodic reporting and other requirements of the Exchange Act, and our Common Stock would continue to be listed on NYSE American, the London Stock Exchange and Toronto Stock Exchange.

New CUSIP

After the effective time of the Reverse Split Amendment, the post-Reverse Stock Split shares of our Common Stock would have new CUSIP numbers. A CUSIP number is used to identify the company’s equity securities.

Procedure for Effecting the Reverse Stock Split

If our shareholders approve the Reverse Split Proposal, then we will promptly cause an amendment to the Certificate of Incorporation to be filed with the Delaware Secretary of State and effect the Reverse Stock Split. The Form of Reverse Split Amendment is attached to this Proxy Statement as Appendix A and is considered a part of this Proxy Statement. Upon the filing of the Reverse Split Amendment, and without any further action on the part of the Company or our stockholders, every 10 shares of Common Stock as of the effective time of the Reverse Stock Split would be converted into one share of Common Stock, subject to certain adjustments for fractional shares.

For example, if a stockholder currently holds 100 shares of our Common Stock, he or she would hold 10 shares of our Common Stock following the Reverse Stock Split.

As soon as practicable after the effective time of the Reverse Stock Split, stockholders will be notified that the Reverse Stock Split has been effected and will receive a letter of transmittal containing instructions on how to surrender Old Certificate and Old Book Entry Shares. Our transfer agent will act as exchange agent for purposes of implementing the exchange. Stockholders whose shares are held by a brokerage firm, bank or other similar organization do not need to take any action with respect to the exchange. These shares will automatically reflect the new quantity of shares based on the Reverse Stock Split. However, these brokerage firms, banks or other similar organizations may have different procedures for processing the Reverse Stock Split and stockholders whose shares are held by a brokerage firm, bank or other similar organization are encouraged to contact their brokerage firm, bank or other similar organization.

We will not file the Reverse Stock Split Amendment if our Board Directors decide prior to filing that effecting the Reverse Stock Split is not in the best interests of the Company and its stockholders.

Accounting Matters

The par value of our Common Stock and Preferred Stock would remain unchanged if a Reverse Stock Split is effected. Our shareholders’ equity in our consolidated balance sheet would not change in total. However, our stated capital par value times the number of shares issued and outstanding, would be proportionately reduced. Additional paid-in capital would be increased by an equal amount, which would result in no overall change to the balance of shareholders’ equity.

Additionally, net income or loss per share for all periods would increase proportionately as a result of a Reverse Stock Split since there would be a lower number of shares outstanding. In addition, the Reverse Stock Split will be retrospectively reflected in our disclosures for all periods presented in our consolidated financial statements. We do not anticipate that any other material accounting consequences would arise as a result of a Reverse Stock Split.



64		Gran Tierra Energy 2023 Proxy Statement

PROPOSAL 4: APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO GIVE THE BOARD OF DIRECTORS DISCRETIONARY AUTHORITY TO EFFECT A REVERSE STOCK SPLIT

Under Delaware law, a reduction in stated capital will create a corresponding increase in paid-in surplus (i.e., the excess of net assets over stated capital), and the Company may make distributions, such as the payment of dividends, up to the amount of its surplus, provided that the distribution does not cause it to become insolvent, and subject to the limitations of its debt financing agreements.

No Appraisal Rights

Under Delaware law, our stockholders will not be entitled to appraisal rights with respect to the Reverse Split Amendment.

Certain Material U.S. Federal Income Tax Considerations of a Reverse Stock Split

The following is a general summary of certain material U.S. federal income tax considerations relating to the Reverse Stock Split that may be relevant to holders of our Common Stock. This summary only addresses a U.S. Holder (as defined below) who holds Common Stock as a capital asset for U.S. federal income tax purposes.

For purposes of this summary, a “U.S. Holder” means a beneficial owner of Common Stock who is any of the following for U.S. federal income tax purposes: (i) a citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if (1) its administration is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all of its substantial decisions, or (2) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, rulings and judicial decisions as of the date hereof, all of which may be change, perhaps retroactively, so as to result in U.S. federal income tax considerations different from those summarized below. This summary is general in nature and does not represent a detailed description of the U.S. federal income tax considerations to a stockholder in light of their particular circumstances. In addition, it does not represent a description of the U.S. federal income tax Considerations to a stockholder who is subject to special treatment under the U.S. federal income tax laws and does not address the tax considerations applicable to U.S. Holders who may be subject to special tax rules, such as:

•

Partnerships (or entities or arrangements treated as partnerships for U.S. federal income tax purposes) and any beneficial owners thereof;

•

financial institutions or financial services entities;

•

insurance companies;

•

real estate investment trusts;

•

regulated investment companies;

•

grantor trusts;

•

tax-exempt organizations;

•

governments or agencies or instrumentalities thereof;

•

brokers, dealers or traders in securities or currencies;

•

stockholders who hold Common Stock as part of a position in a straddle or as part of a hedging, conversion or integrated transaction for U.S. federal income tax purposes;

•

U.S. Holders that have a functional currency other than the ~~exercise price of an option~~U.S. dollar;

•

stockholders who actually or ~~extend the term of an option held by an insider without obtaining the approval~~constructively own five percent or more of the Company’s voting stock;

•

U.S. expatriates; or

•

stockholders who acquire shares of our Common Stock in connection with employment or other ~~than insiders who are eligible to receive stock awards and such insiders’ associates, at a meeting~~performance of ~~the stockholders.~~services.

Moreover, this description does not address any aspect of U.S. state or local tax, non-U.S. tax, the Medicare tax on net investment income, U.S. federal estate and gift tax, alternative minimum tax, or other U.S. federal income tax consideration or other tax consequences of the Reverse Stock Split.

If an entity classified as a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) for U.S. federal income tax purposes holds common stock, the tax treatment of an equity holders in such entity will generally depend on the status of such equity holder and the activities of such entity.

~~Terms of Options~~

~~The following is a description of the permissible terms of options under the Plan. Individual option grants may be more restrictive as to any or all of the permissible terms described below.~~

~~Exercise Price; Payment~~

The exercise price of options may not be less than 100% of the fair market value of the stock on the date of grant. The “fair market value” of Gran Tierra’s common stock on a particular day is generally the closing sales price for the common stock (or the closing bid, if no sales were reported) as quoted on the primary exchange or market upon which Gran Tierra’s common stock trades. If that day is not a market trading day, then the last market trading day prior to the day of determination is used.

The exercise price of options granted under the Plan must be paid either in cash at the time the option is exercised or at the discretion of the Board, (i) by delivery of other common stock of Gran Tierra, (ii) by a “net exercise” arrangement, (iii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of common stock, results in either the receipt of cash (or check) by Gran Tierra or the receipt of irrevocable instructions to pay the aggregate exercise price to Gran Tierra from the sale proceeds, or (iv) in any other form of legal consideration acceptable to the Board.

~~Option Exercise~~

Options granted under the Plan may become exercisable in cumulative increments, or vest, as determined by the Board. Shares covered by currently outstanding options under the Plan typically vest over a three year period in three equal annual installments during the participant’s employment by, or service as a director or consultant to, Gran Tierra or an affiliate.

~~Term~~

The maximum term of options under the Plan is 10 years. Options under the Plan generally terminate three months after termination of the participant’s Service unless (i) such termination is due to the participant’s permanent and total disability, in which case the option may, but need not, provide that it may be exercised (to the extent the option was exercisable at the time of the termination of Service) at any time within 12 months of such termination; (ii) the participant dies before the participant’s Service has terminated, or within three months after termination of such Service, in which case the option may, but need not, provide that it may be exercised (to the extent the option was exercisable at the time of the participant’s death) within 18 months of the participant’s death by the person or persons to whom the rights to such option pass by will or by the laws of descent and distribution; or (iii) the option by its terms specifically provides otherwise. A participant may designate a beneficiary who may exercise the option following the participant’s death. Individual option grants by their terms may provide for exercise within a longer period of time following termination of Service.

The option term generally may be extended in the event that exercise of the option within these periods is prohibited. A participant’s option agreement may provide that if the exercise of the option following the termination of the participant’s Service would be prohibited because the issuance of stock would violate the registration requirements under the Securities Act, then the option will terminate on the earlier of (i) the expiration of the term of the option or (ii) three months after the termination of the participant’s service during which the exercise of the option would not be in violation of such registration requirements.

~~Restrictions On Transfer~~

The Board may grant stock options that are transferable to the extent provided in the stock option agreement. If an option does not provide for transferability then the option shall not be transferable except by will or by the laws of descent and distribution or pursuant to a domestic relations order and shall be exercisable during the lifetime of the option holder and only by the option holder. Shares subject to repurchase by Gran Tierra under an early exercise stock purchase agreement may be subject to restrictions on transfer that the Board deems appropriate.


	64

~~Terms of Restricted Stock Awards and Purchases of Restricted Stock~~

Gran Tierra Energy 2023 Proxy Statement

PROPOSAL 4: APPROVE AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO GIVE THE BOARD OF DIRECTORS DISCRETIONARY AUTHORITY TO EFFECT A REVERSE STOCK SPLIT

We have not sought, and will not seek, an opinion of counsel or a ruling from the Internal Revenue Service (“IRS”) regarding the U.S. federal income tax consequences of the Reverse Stock Split and there can be no assurance that the IRS will not challenge the statements and conclusions set forth below or a court would not sustain any such challenge.

STOCKHOLDERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE PARTICULAR U.S. FEDERAL TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT, AS WELL AS THE CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION, INCLUDING ANY U.S. STATE OR LOCAL OR NON-U.S. TAX CONSEQUENCES.

Tax Consequences to U.S. Holders of the Reverse Stock Split

The Reverse Stock Split is intended to be treated as a recapitalization for U.S. federal income tax purposes. Assuming the Reverse Stock Split qualifies as a recapitalization, then a U.S. Holder generally will not recognize gain or loss on the Reverse Stock Split. In general, the aggregate tax basis of the post-split shares received will be equal to the aggregate tax basis of the pre-split shares exchanged therefor and the holding period of the post-split shares received will include the holding period of the pre-split shares exchanged. Treasury regulations promulgated under the Code provide rules for allocating the tax basis and holding period of the shares of our Common Stock surrendered to the shares of our Common Stock received pursuant to the Reverse Stock Split. U.S. Holders of shares of our Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

A U.S. Holder whose fractional shares resulting from the Reverse Stock Split are rounded up to the nearest whole share may recognize gain for U.S. federal income tax purposes equal to the value of the additional fractional share. The treatment of the exchange of a fractional share for a whole share in the Reverse Stock Split is not clear under current law and a U.S. Holder may recognize gain for U.S. federal income tax purposes equal to the value of the additional fraction of a share of Common Stock received by such U.S. Holder.

Certain Canadian Federal Income Tax Considerations of the Reverse Stock Split

The Reverse Stock Split may result in capital gains or capital losses under the Income Tax Act (Canada) to a holder of Common Stock whose shares are subject to the Reverse Stock Split and who, for purposes of the Tax Act and any applicable income tax treaty or convention, and at all relevant times, is a resident of Canada, holds their Common Stock as capital property, deals at arm’s length with the Company and is not affiliated with the Company (a “Canadian Holder”). EACH CANADIAN HOLDER SHOULD CONSULT THEIR TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT, INCLUDING THE EFFECTS OF ANY CANADIAN OR U.S. FEDERAL, STATE AND LOCAL, FOREIGN AND OTHER TAX LAWS.

Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this Reverse Split Proposal except to the extent of their ownership of shares of our Common Stock.

Reservation of Right to Abandon Reverse Stock Split

We reserve the right to abandon a Reverse Stock Split and Authorized Share Reduction without further action by our stockholders at any time before the effectiveness of the Reverse Split Amendment filing with the Secretary of the State of Delaware, even if the authority to effect a Reverse Stock Split has been approved by our stockholders. By voting in favor of the Reverse Split Proposal, you are also expressly authorizing the Board of Directors to delay, not to proceed with, and potentially abandon, a Reverse Stock Split and Authorized Share Reduction if it should so decide, in its sole discretion, that such action or lack thereof is in the best interests of the Company and its stockholders.

Required Vote

The approval of this Reverse Split Proposal, including the Reverse Split Amendment, requires the affirmative vote of a majority of the outstanding stock entitled to vote. Abstentions and broker non-votes, if any, will have the same effect as a vote “Against.” If you do not instruct your broker, bank or other nominee how to vote your shares, they will have discretion to vote on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE REVERSE SPLIT PROPOSAL.

~~Payment~~

The Board determines the purchase price under a restricted stock purchase agreement but the purchase price may not be less than the par value of Gran Tierra’s common stock on the date of purchase. The Board may award stock bonuses in consideration of past services without a purchase payment.

The purchase price of stock acquired pursuant to a restricted stock purchase agreement under the Plan must be paid either in cash at the time of purchase or at the discretion of the Board, (i) by cash at the time of purchase, (ii) by services rendered, or to be rendered to Gran Tierra or (iii) in any other form of legal consideration acceptable to the Board.

~~Vesting~~

Shares of stock sold or awarded under the Plan may, but need not be, subject to a repurchase option in favor of Gran Tierra in accordance with a vesting schedule as determined by the Board. The Board has the power to accelerate the vesting of stock acquired pursuant to a restricted stock purchase agreement under the Plan in the event of death, disability, or in the event of a Change in Control.

~~Restrictions on Transfer~~

Rights under a stock bonus or restricted stock bonus agreement may be transferred only upon the terms and conditions of the award agreement as the Board shall determine in its discretion, except where such assignment is required by law or expressly authorized by the terms of the applicable stock bonus or restricted stock purchase agreement.

~~Other Stock Awards~~

Other forms of stock awards valued in whole or in part with reference to or otherwise based on our common stock may be granted either alone or in addition to other stock awards under the Plan. The Board will have sole and complete authority to determine the persons to whom and the time or times at which such other stock awards will be granted, the number of shares of common stock (or the cash equivalent thereof) to be granted and all other conditions of such other stock awards. Other forms of stock awards may be subject to vesting in accordance with a vesting schedule to be determined by the Board. RSUs, including PSUs, are subject to a three year vesting period. Although DSUs vest immediately, directors are not eligible to receive payment until such time as they are no longer a director of the Company.

~~Adjustment Provisions~~

Transactions not involving receipt of consideration by Gran Tierra, such as a merger, consolidation, reorganization, stock dividend, or stock split, may change the type(s), class(es) and number of shares of common stock subject to the Plan and outstanding awards. In that event, the Plan will be appropriately adjusted as to the type(s), class(es) and the maximum number of shares of common stock subject to the Plan, and outstanding Awards will be adjusted as to the type(s), class(es), number of shares and price per share of common stock subject to such Awards.


	65

~~Effect Of Certain Corporate Transactions~~

Gran Tierra Energy 2023 Proxy Statement

Certain Relationships and Related Transactions

RELATED PERSON TRANSACTIONS POLICY AND PROCEDURES

Gran Tierra discourages transactions with related persons. The charter of the Audit Committee provides that the Audit Committee is charged with reviewing and recommending to the Board the approval or disapproval of any related person transactions, as defined under Regulation S-K, Item 404. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which Gran Tierra was or is to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest. In addition, potential related persons transactions are to be referred to the Chief Executive Officer and brought to the attention of the full Board if material.

There have been no related party transactions since January 1, 2022 where the procedures described above did not require review, approval or ratification or where these procedures were not followed.

CERTAIN RELATED-PERSON TRANSACTIONS

Gran Tierra has entered into indemnity agreements with certain officers and directors which provide, among other things, that Gran Tierra will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of Gran Tierra, and otherwise to the fullest extent permitted under Delaware law and Gran Tierra’s Bylaws.

Stockholder Proposals

Stockholders interested in submitting a proposal for inclusion in our proxy materials and for presentation at the 2023 annual meeting of stockholders may do so by following the procedures set forth in Rule 14a-8 under the Exchange Act and must submit their proposals to us at our principal executive offices (to the Corporate Secretary at 500 Centre Street S.E., Calgary, Alberta, Canada T2G 1A6), not later than the close of business on November 25, 2023. If the date of the 2024 annual meeting is changed by more than 30 days from the date of the 2023 annual meeting, the deadline for submitting proposals is a reasonable time before we begin to print and mail the proxy materials for our 2024 annual meeting.

Our Bylaws provide that stockholders may nominate persons for election to the Board of Directors or bring any other business before the stockholders (other than matters properly brought under Rule 14a-8) at the 2024 annual meeting of stockholders only by sending to our Corporate Secretary a notice containing the information required by our Bylaws. Notice to us must be made not less than 30 or more than 65 days prior to the date of the annual meeting; provided, however, that if the annual meeting is to be held on a date that is less than 50 days after the date on which the public announcement of the date of the annual meeting was made by Gran Tierra, notice may be made not later than the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by Gran Tierra. Detailed information about how to make stockholder proposals or nominations for our annual meetings of stockholders can be found in our Bylaws.

In addition, for next year’s annual meeting of stockholders, we will be required under new SEC Rule 14a-19 to include on our proxy card all nominees for director for whom we have received notice under the rule, which must be received no later than 60 calendar days prior to the anniversary of the previous year’s annual meeting. For any such director nominee to be included on our proxy card for next year’s annual meeting, our Corporate Secretary must receive notice under SEC Rule 14a-19 no later than February 27, 2024. Please note that the notice requirement under SEC Rule 14a-19 is in addition to the applicable notice requirements under the advance notice provisions of our Bylaws described above.

The Plan provides that in the event of the consummation of (i) the sale or other disposition of all or substantially all of the assets of Gran Tierra, (ii) the sale or other disposition of at least fifty percent of the outstanding securities of Gran Tierra, or (iii) certain specified types of merger, consolidation or similar transactions, or collectively, a corporate transaction, any surviving or acquiring corporation may continue or assume Awards outstanding under the Plan or may substitute similar Awards. Regardless of whether any surviving or acquiring corporation assumes such Awards or substitutes similar Awards, with respect to Awards held by participants whose Service with Gran Tierra or an affiliate has not terminated as of the effective time of the corporate transaction, the vesting of such awards (and, if applicable, the time during which such awards may be exercised) will be accelerated in full.

~~Duration, Amendment And Termination~~

~~The Board may suspend or terminate the Plan without stockholder approval or ratification at any time or from time to time.~~

The Board may at any time, or from time to time, amend or revise the Plan as follows: (a) to make amendments to the Plan or a Stock Award of a housekeeping or administrative nature; (b) if the common stock is listed on the Toronto Stock Exchange subject to any required approval of the TSX, to change the vesting or termination provisions of a Stock Award or the Plan; (c) amendments necessary to comply with provisions of applicable law or stock exchange requirements or for grants to qualify for favorable treatment under applicable laws; and (d) any other amendment, fundamental or otherwise, not requiring stockholder approval under the Code. However, no amendment will be effective unless approved by the stockholders of Gran Tierra within 12 months before or after its adoption by the Board to the extent such approval is necessary to satisfy the requirements of Section 422 of the Code. The Board may submit any other amendment to the Plan for stockholder approval.

For so long as Gran Tierra’s stock is listed on the TSX, under the rules and policies of the TSX any amendment to the Plan is subject to pre-clearance of such amendment by the TSX, and no amendment, suspension or discontinuance of the Plan may contravene the requirements of the TSX.

~~Burn Rate~~

In 2017 there were 2,029,035 stock options granted under the Plan which resulted in a burn rate of 0.52%. In 2016 there were 1,744,165 stock options granted under the Plan which resulted in a burn rate of 0.56%, and in 2015 there were 5,346,260 stock options granted under the Plan which resulted in a burn rate of 1.93%.


	66

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~

~~Related Person Transactions Policy And Procedures~~

~~There have been no related party transactions since January 1, 2017 where the procedures described above did not require review, approval or ratification or where these procedures were not followed.~~

~~Certain Related-Person Transactions~~

~~STOCKHOLDER PROPOSALS~~

Stockholders interested in submitting a proposal for inclusion in our proxy materials and for presentation at the 2019 annual meeting of stockholders may do so by following the procedures set forth in Rule 14a-8 under the Exchange Act and must submit their proposals to us at our principal executive offices (to the Corporate Secretary at 900, 520 - 3rd Avenue S.W., Calgary, Alberta, Canada T2P 0R3), not later than the close of business on November 21, 2018. If the date of the 2019 annual meeting is changed by more than 30 days from the date of the 2018 annual meeting, the deadline for submitting proposals is a reasonable time before we begin to print and mail the proxy materials for our 2019 annual meeting. There is no minimum number of shares required to be held by a stockholder interested in submitting a proposal for inclusion in our proxy materials.

Our Bylaws provide that stockholders may nominate persons for election to the Board of Directors or bring any other business before the stockholders (other than matters properly brought under Rule 14a-8) at the 2019 annual meeting of stockholders only by sending to our Corporate Secretary a notice containing the information required by our Bylaws. Notice to us must be made not less than 30 or more than 65 days prior to the date of the annual meeting; provided, however, that if the annual meeting is to be held on a date that is less than 50 days after the date on which the public announcement of the date of the annual meeting was made by Gran Tierra, notice may be made not later than the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by Gran Tierra. Detailed information about how to make stockholder proposals or nominations for our annual meetings of stockholders can be found in our Bylaws.

~~HOUSEHOLDING OF PROXY MATERIALS~~

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other annual meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other annual meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

Gran Tierra Energy Inc., Diane Phillips, Corporate Secretary, 900, 520 - 3 Avenue S.W., Calgary, Alberta, Canada T2P 0R3 or by telephone at (403) 265-3221. Stockholders who currently receive multiple copies of the Notices of Internet Availability of 2023 Proxy ~~Materials or multiple sets of annual meeting materials at their addresses and would like to request “householding” of their communications should contact their brokers.~~

~~OTHER MATTERS~~

Statement

Householding of Proxy Materials

This year, a number of brokers with account holders who are stockholders of Gran Tierra will be “householding” Gran Tierra’s proxy materials. A single Notice of Internet Availability of Proxy Materials or a single set of annual meeting materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials or a separate set of annual meeting materials, please notify your broker. You can also request prompt delivery of a copy of the proxy statement and annual report by contacting Gran Tierra Energy Inc., Corporate Secretary, 500 Centre Street S.E., Calgary, Alberta, Canada T2G 1A6or by telephone at (403) 265-3221. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials or multiple sets of annual meeting materials at their addresses and would like to request “householding” of their communications should contact their brokers

Other Matters

The Board knows of no other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

By Order of the Board of Directors

/s/ Gary Guidry

Gary S. Guidry

President and Chief Executive Officer

March 24, 2023

A copy of Gran Tierra’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, including the financial statements and the financial statement schedules required to be filed with the SEC for the Company’s most recent fiscal year, is available without charge upon written request to: Gran Tierra Energy Inc., 500 Centre Street S.E., Calgary, Alberta, Canada T2G 1A6, Attention: Corporate Secretary.

			~~By Order of the Board of Directors~~

	~~/s/ Gary Guidry~~
	~~Gary S. Guidry~~
	~~President and Chief Executive Officer~~

~~March 21, 2018~~

A copy of Gran Tierra’s Annual Report to the SEC on Form 10-K for the fiscal year ended December 31, 2017, including the financial statements and the financial statement schedules required to be filed with the SEC for the Company’s most recent fiscal year, is available without charge upon written request to: Gran Tierra Energy Inc., 900, 520 - 3 Avenue S.W., Calgary, Alberta, Canada T2P 0R3, Attention: Corporate Secretary.

~~FORWARD LOOKING STATEMENTS ADVISORY~~

This document contains opinions, forecasts, projections, guidance, plans and other statements about future events or results that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and financial outlook and forward looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Such forward-looking statements include, but are not limited to, the Company’s expectation to fully fund its operations from cash from operating activities, expectations regarding the annual meeting and the related procedures, the filing of voting results, the Company’s future operations including planned operations and the exploration and development of the Company’s blocks, areas and fields.

~~The forward-looking statements contained in this document reflect several material factors and expectations and assumptions of~~

Gran Tierra including, without limitation, that Gran Tierra will continue to conduct its operations in a manner consistent with its current expectations, the accuracy of testing and production results and seismic data, pricing and cost estimates (including with respect to commodity pricing and exchange rates), rig availability, the effects of drilling down-dip, the effects of waterflood and high pressure stimulation operations, the extent and effect of delivery disruptions, and the general continuance of current or, where applicable, assumed operational, regulatory and industry conditions including in areas of potential expansion, and the ability of Gran Tierra to access capital and other resources and to execute its current business and operational plans in the manner currently planned. Gran Tierra believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct.

Among the important factors that could cause actual results to differ materially from those indicated by the forward-looking statements in this document are: Gran Tierra’s operations are located in Colombia, and unexpected problems can arise due to guerrilla activity; technical difficulties and operational difficulties may arise which impact the production, transport or sale of the Company’s products, including instability of electricity supply at our production facilities; geographic, political and weather conditions can impact the production, transport or sale of the Company’s products; the risk that current global economic and credit conditions may impact oil prices and oil consumption more than Gran Tierra currently predicts; the ability of Gran Tierra to execute its business plan and its drilling and development plan; the risk that unexpected delays and difficulties in developing currently owned properties may occur; the timely receipt of regulatory or other required approvals for the Company’s operating activities; the failure of exploratory drilling to result in commercial wells; unexpected delays due to the limited availability of drilling equipment and personnel; the risk that oil prices could remain weak or further decline, or global economic and credit market conditions may impact oil prices and oil consumption more than Gran Tierra currently predicts, which could cause Gran Tierra to further modify its strategy and capital spending program; and the risk factors detailed from time to time in Gran Tierra’s periodic reports filed with the Securities and Exchange Commission, including, without limitation, under the caption “Risk Factors” in Gran Tierra’s Annual Report on Form 10-K filed February 27, 2018. These filings are available on the Securities and Exchange Commission website at http://www.sec.gov and on SEDAR at www.sedar.com. Although the current guidance, capital spending program and long term strategy of Gran Tierra is based upon the current expectations of the management of Gran Tierra, should any one of a number of issues arise, Gran Tierra may find it necessary to alter its business strategy and/ or capital spending program and there can be no assurance as at the date of this document as to how those funds may be reallocated or strategy changed and how that would impact Gran Tierra’s results of operations and financing position.

Statements relating to “reserves” and “resources” are also deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, including that the reserves and resources described can be profitably produced in the future.

All forward-looking statements are made as of the date of this document and the fact that this document remains available does not constitute a representation by Gran Tierra that Gran Tierra believes these forward-looking statements continue to be true as of any subsequent date. Actual results may vary materially from the expected results expressed in forward-looking statements. Gran Tierra disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws. Gran Tierra’s forward-looking statements are expressly qualified in their entirety by this cautionary statement.

Energy 2023 Proxy Statement

Forward Looking Statements Advisory

This proxy statement contains forward-looking statements regarding the Company within the meaning of applicable securities laws and regulations. These statements include those relating to the Company’s plans, goals and expectations. They are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in the Company’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The forward-looking statements speak only as of the date of this proxy statement, and we assume no obligation to update any of these forward-looking statements, except as required by law.

Disclosure of Oil and Gas Information

~~DISCLOSURE OF OIL AND GAS INFORMATION~~

Gran Tierra’s Statement of Reserves Data and Other Oil and Gas Information on Form 51-101F1 dated effective as at December 31, 2017 (the “GTE 51-101F1”), which includes disclosure of its oil and gas reserves and other oil and gas information in accordance with Canadian National Instrument 51-101 -~~Standards of Disclosure for Oil and Gas Activities~~ ~~(“NI 51-101”) and the Canadian Oil and Gas Evaluation Handbook (“COGEH”) forming the basis of this document, is available on SEDAR at www.sedar.com.~~

Gas volumes are converted to BOE at the rate of 6 Mcf of gas per bbl of oil, based upon the approximate relative energy content of gas and oil. The rate is not necessarily indicative of the relationship between oil and gas prices. BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf:1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. In addition, given that the value ratio based on the current price of oil as compared with natural gas is significantly different from the energy equivalent of six to one, utilizing a BOE conversion ratio of 6 Mcf: 1 bbl would be misleading as an indication of value.

~~Definitions~~

~~All dollar ($) amounts referred to in this proxy statement are United States (U.S.) dollars, unless otherwise indicated.~~

~~BOE means barrels of oil equivalent.~~

~~BOEPD means barrels of oil equivalent per day.~~

~~MMBOE means million barrels of oil equivalent~~

Proved reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves.

Probable reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable reserves.

Possible reserves are those additional reserves that are less certain to be recovered than Probable reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of Proved plus Probable plus Possible reserves. The estimate of reserves for individual properties may not reflect the same confidence level as estimates of reserves for all properties, due to the effects of aggregation.

~~See the GTE 51-101F1 for additional definitions regarding terms used in this document.~~

~~Oil and Gas Metrics~~

This document contains certain oil and gas metrics, including reserves per share, net asset value per share and FDC, which are calculated as described in this document and do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies.

Gran Tierra’s Statement of Reserves Data and Other Oil and Gas Information on Form 51-101F1 dated effective as at December 31, 2022 (the “GTE 51-101F1”), which includes disclosure of its oil and gas reserves and other oil and gas information in accordance with Canadian National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities (“NI 51-101”) and the Canadian Oil and Gas Evaluation Handbook (“COGEH”) forming the basis of this document, is available on SEDAR at www.sedar.com. All reserves values, future net revenue and ancillary information contained herein are as of December 31, 2022, are derived from a report with an effective date of December 31, 2022 (the “GTE McDaniel Reserves Report”) prepared by Gran Tierra’s independent qualified reserves evaluator McDaniel & Associates Consultants Ltd. (“McDaniel”) and calculated in compliance with NI 51-101 and COGEH.

Estimates of net present value contained herein do not necessarily represent fair market value of reserves or resources. Estimates of reserves or resources and future net revenue for individual properties may not reflect the same level of confidence as estimates of reserves and future net revenue for all properties, due to the effect of aggregation. There is no assurance that the forecast price and cost assumptions applied by McDaniel in evaluating Gran Tierra’s reserves will be attained and variances could be material. All reserves assigned in the GTE McDaniel Reserves Report are located in Colombia and Ecuador and presented on a consolidated basis by foreign geographic area. There are numerous uncertainties inherent in estimating quantities of crude oil reserves and the future cash flows attributed to such reserves. The reserve and associated cash flow information set forth in the GTE McDaniel Reserves Report are estimates only. References to a formation where evidence of hydrocarbons has been encountered is not necessarily an indicator that hydrocarbons will be recoverable in commercial quantities or in any estimated volume. Gran Tierra’s reported production is a mix of light crude oil and medium and heavy crude oil for which there is no precise breakdown since the Company’s oil sales volumes typically represent blends of more than one type of crude oil. Drilling locations disclosed herein are derived from the GTE McDaniel Reserves Report and account for drilling locations that have associated Undeveloped and Proved plus Probable Undeveloped reserves, as applicable.

This document contains a number of oil and gas metrics, including reserves replacement, net asset value (“NAV”) per share and FD&A costs, which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies and should not be used to make comparisons. Such metrics have been included herein to provide readers with additional measures to evaluate the Company’s performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods.

•

Reserves replacement is calculated as reserves in the referenced category per the GTE McDaniel Reserves Report divided by estimated referenced production. Management uses this measure to determine the relative change of its reserve base over a period of time.


	70
Gran Tierra Energy 2023 Proxy Statement		69

•

NAV per share is calculated as net asset value at 10% discount (before or after tax, as applicable) of the applicable reserves category per the GTE McDaniel Reserves Report minus estimated debt, divided by the number of shares of Gran Tierra’s common stock issued and outstanding. Management uses NAV per share as a measure of the relative change of Gran Tierra’s net asset value over its outstanding common stock over a period of time.

•

FD&A costs are calculated as estimated exploration and development capital expenditures in Colombia, divided by the applicable reserves additions per the GTE McDaniel Reserves Report both before and after changes in FDC. The calculation of FD&A costs incorporates the change in FDC required to bring proved undeveloped and developed reserves into production. The aggregate of the exploration and development costs incurred in the financial year and the changes during that year in estimated FDC may not reflect the total FD&A costs related to reserves additions for that year. Management uses FD&A costs as a measure of its ability to execute its capital program and of its asset quality.

Definitions

All dollar ($) amounts referred to in this proxy statement are United States (U.S) dollars, unless otherwise indicated.

BOE means barrels of oil equivalent.

BOEPD means barrels of oil equivalent per day.

MMBOE means million barrels of oil equivalent

Proved (1P) reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves.

Undeveloped reserves are those reserves expected to be recovered from known accumulations where a significant expenditure (e.g., when compared to the cost of drilling a well) is required to render them capable of production. They must fully meet the requirements of the reserves category (proved, probable, possible) to which they are assigned.

See the GTE 51-101F1 for additional definitions regarding terms used in this document.



70		Gran Tierra Energy 2023 Proxy Statement

Appendix A

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF GRAN TIERRA ENERGY INC.

Gran Tierra Energy Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:

The current name of the Corporation is Gran Tierra Energy Inc., and the Corporation was incorporated pursuant to the General Corporation Law on October 31, 2016 (the “Certificate of Incorporation”).

The amendments to the existing Certificate of Incorporation set forth in this Certificate of Amendment were duly authorized and adopted in accordance with Section 242 of the General Corporation Law.

The amendments to the existing Certificate of Incorporation being effected hereby are to amend and restate Article IV of the Certificate of Incorporation in its entirety to read as follows:

“ARTICLE IV

The Corporation is authorized to issue two classes of stock to be designated respectively Common Stock, par value $0.001 per share (the “Common Stock”), and Preferred Stock, par value $0.001 per share (the “Preferred Stock”). The total number of shares of stock which the Corporation is authorized to issue is 82,000,000, consisting of 57,000,000 shares of Common Stock and 25,000,000 shares of Preferred Stock.

Effective as of 12:01 a.m. Eastern Time on [•], 2023 (the “Effective Time”), every ten shares of the Corporation’s Common Stock issued immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and converted into one share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon surrender after the Effective Time of a certificate or book-entry position which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive (i) if the fraction is less than half a share of Common Stock, the aggregate number of post-Reverse Stock Split shares to be issued to such stockholder rounded down to the nearest whole number of shares, and (ii) if the fraction is at least half a share of Common Stock, the aggregate number of post-Reverse Stock Split shares to be issued to such stockholder rounded up to the nearest whole number of shares, with all shares of Common Stock held by a beneficial holder being aggregated. For shares held in certificated form, the Reverse Stock Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent. Each certificate or book entry position that immediately prior to the Effective Time represented shares of Common Stock shall thereafter represent the number of shares of Common Stock into which the shares of Common Stock represented by such certificate or book entry position has been combined, subject to the treatment of fractional interests set forth above.”

A. Common Stock

Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote. All Common Stock of the Corporation shall have the same rights and preferences. All Common Stock when issued shall be fully paid and non-assessable. The Board of Directors (the “Board”) of the Corporation may, at its discretion and by resolution of the Board, issue any authorized but unissued Common Stock of the Corporation which has not been reserved for issuance upon the exercise of any outstanding warrants, options, or other documents evidencing the right to acquire the Common Stock of the Corporation. Cumulative voting shall not be permitted for the election of individuals to the Corporation’s Board or for any other matters brought before any meeting of the Corporation’s stockholders, regardless of the nature thereof. Stockholders of the Corporation’s Common Stock shall not be entitled to any pre-emptive or preferential rights to acquire additional Common Stock of the Corporation.



Gran Tierra Energy 2023 Proxy Statement		A-1

APPENDIX A-1

B. Preferred Stock

The aggregate number of shares of Preferred Stock which the Corporation shall have the authority to issue is twenty-five million (25,000,000) shares, $0.001 par value, which may be issued in such series, with such powers, designations, preferences, stated values, rights, qualifications, restrictions or limitations as determined solely by the Board in the resolution or resolutions providing for the issue of such class or series of Preferred Stock.

Provisions Relating to the Preferred Stock.

(a)

The Preferred Stock may be issued from time to time in one or more classes or series, the shares of each class or series to have such designations and powers, preferences, and rights, and qualifications, limitations, and restrictions thereof, as are stated and expressed herein and in the resolution or resolutions providing for the issue of such class or series adopted by the Board as hereafter prescribed.

(b)

Authority is hereby expressly granted to and vested in the Board to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and with respect to each class or series of the Preferred Stock, to fix and state by the resolution or resolutions from time to time adopted providing for the issuance thereof the designation and the powers, preferences, rights, qualifications, limitations and restrictions relating to each class or series of the Preferred Stock, including, but not limited to, the following:

(i) whether or not the class or series is to have voting rights, full, special or limited, or is to be without voting rights, and whether or not such class or series is to be entitled to vote as a separate class either alone or together with the holders of one or more other classes or series of stock;

(ii) the number of shares to constitute the class or series and the designations thereof;

(iii) the preferences, and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to any class or series;

(iv) whether or not the shares of any class or series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if redeemable, the redemption price or prices (which may be payable in the form of cash, notes, securities or other property), and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;

(v) whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and, if such retirement or sinking fund or funds are to be established, the annual amount thereof, and the terms and provisions relative to the operation thereof;

(vi) the dividend rate, whether dividends are payable in cash, stock of the Corporation or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

(vii) the preferences, if any, and the amounts thereof which the holders of any class or series thereof shall be entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation;

(viii) whether or not the shares of any class or series, at the option of the Corporation or the holder thereof or upon the happening of any specified event, shall be convertible into or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of stock, securities or other property of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and

(ix) such other special rights and protective provisions with respect to any class or series as may to the Board seem advisable.



A-2		Gran Tierra Energy 2023 Proxy Statement

APPENDIX A-1

(c)

The shares of each class or series of the Preferred Stock may vary from the shares of any other class or series thereof in any or all of the foregoing respects. The Board may increase the number of shares of the Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any other class or series. The Board may decrease the number of shares of the Preferred Stock designated for any existing class or series by a resolution subtracting from such class or series authorized and unissued shares of the Preferred Stock designated for such existing class or series, and the shares so subtracted shall become authorized, unissued, and undesignated shares of the Preferred Stock.

This Certificate of Amendment to the Certificate of Incorporation shall be effective as of 12:01 a.m. Eastern Time on [●], 2023.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by its Chief Executive Officer this day of .


By:
		Gary S. Guidry
		President and Chief Executive Officer



Gran Tierra Energy 2023 Proxy Statement		A-3

LOGO

QUESTIONS?

NEED HELP

VOTING?

North American Toll Free Phone

1.855.476.7987



		E-mail: contactus@kingsdaleadvisors.com

~~Prospective Resources~~		Fax: 416.867.2271

		Toll Free Facsimile: 1.866.545.5580

		Outside North America, Banks and Brokers
		Call Collect: 416.867.2272

LOGO


		GRAN TIERRA ENERGY INC.

~~Prospective Resources are those quantities~~Form of ~~petroleum estimated, as of a given date,~~Proxy – Annual Meeting to be ~~potentially recoverable from undiscovered accumulations by application~~held on May 3, 2023

Trader’s Bank Building

702, 67 Yonge Street Toronto, On M5E 1J8

Appointment of ~~future development projects. Prospective Resources have both an associated chance~~Proxyholder

I/We being the undersigned holder(s) of ~~discovery~~Gran Tierra Energy Inc. hereby appoint Gary S. Guidry and ~~a chance~~Ryan Ellson, or either of ~~development. Not all exploration projects will result in discoveries. The chance that an exploration project will result in~~them,

Print the discovery of petroleum is referred to as the “chance of discovery.” Thus, for an undiscovered accumulation the chance of commerciality is the product of two risk components-the chance of discovery and the chance of development. There is no certainty that any portionname of the ~~Prospective Resources will be discovered. If discovered, there~~person you are appointing if this person is ~~no certainty that it will be commercially viable to produce any portion of the Prospective Resources.~~

Estimates of the Company’s Prospective Resources are based upon the GTE McDaniel Prospective Resources Report. The estimates of Prospective Resources provided in this document are estimates only and there is no guarantee that the estimated Prospective Resources will be recovered. Actual resources may be greater than or lesssomeone other than the estimates provided in this in this document and the differences may be material. There is no assurance that the forecast price and cost assumptions applied by McDaniel in evaluating Gran Tierra’s Prospective Resources will be attained and variances could be material. There is no certainty that any portion of the Prospective Resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the Prospective Resources.

Estimates of Prospective Resources are by their nature more speculative than estimates of proved reserves and would require substantial capital spending over a significant number of years to implement recovery. Actual locations drilled and quantities that may be ultimately recovered from our properties will differ substantially. In addition, we have made no commitment to drill, and likely will not drill, all of the drilling locations that have been attributable to these quantities.

The prospective resources in this document are classified as “mean” representing the arithmetic average of the expected recoverable volume. It is the most accurate single point representation of the volume distribution.

~~For a discussion of Gran Tierra’s interest in the Prospective Resources, the location of the Prospective Resources, the product type~~reasonably expected, the risks and level of uncertainty associated with recovery of the resources, the significant positive and negative factors relevant to the estimate of the Prospective Resources, a description of the applicable projects maturity sub-categories and other relevant information regarding the Prospective Resources estimates, please see the GTE NI 51-101F1 available on SEDAR at www.sedar.com.

	71	Proxyholders listed herein:

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as indicated in the Notes to Proxy below) and all other matters that may properly come before the Annual Meeting of Stockholders (the “Meeting”) of Gran Tierra Energy Inc. (the “Corporation”) to be held virtually at https://web.lumiagm.com/251955864 on WEDNESDAY, MAY 3, 2023, AT 10:00 A.M. (MOUNTAIN TIME) or at any adjournment thereof.

The Board of Directors recommend a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2, 3 and 4.

IMPORTANT ANNUAL MEETING INFORMATION Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 11:00 a.m., Mountain Time, on April 30, 2018. Vote by Internet Go to www.investorvote.com/GTE Or scan the QR code with your smartphone Follow the steps outlined on the secure website Vote by telephone Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Proxy Card IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends a vote FOR each of the nominees listed and FOR Proposals 2 and 3. 1. Election of Directors. ~~Nominees: 01 -~~

For

Against

Abstain

For

Against

Abstain

For

Against

Abstain

a. Peter J. Dey

☐

b. Gary S. Guidry ~~For Against Abstain 04 -~~

☐

c. Evan Hazell

☐

d. Robert B. Hodgins ~~For Against Abstain 02 - Peter J. Dey 05 -~~

☐

e. Alison Redford

☐

f. Ronald W. Royal ~~For Against Abstain 03 - Evan Hazell 06 -~~

☐

g. Sondra Scott ~~For Against Abstain 07 -~~

☐

h. David P. Smith ~~08 -~~

☐

i. Brooke Wade

☐

2. Proposal to ratify the appointment of KPMG LLP as ~~the~~Gran Tierra Energy Inc.’s independent registered public accounting firm for ~~2018.~~ 2023.

For

☐

Against

☐

Abstain

☐

3. Proposal to approve, on an advisory basis, the compensation of Gran Tierra Energy Inc.'s named executive officers, as disclosed in the proxy statement. For Against Abstain B Non-Voting Items Change of Address — Please print new address below. Note: To conduct any other business properly brought before the meeting. C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 02SA0D 1 U P X +

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice, Proxy Statement and Annual Report are available at http://www.edocumentview.com/GTE. IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Annual Meeting Proxy — Gran Tierra Energy Inc. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 2, 2018 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The stockholders hereby appoint Gary S. Guidry and Ryan Ellson, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes each of them to represent and to vote all of the shares of Common Stock, Special A Voting Stock, and Special B Voting Stock of Gran Tierra Energy Inc. that the stockholders are entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 a.m. (Mountain time) on May 2, 2018, at Centennial Place, 3rd Floor, West Tower, 250-5 Street SW, Calgary, Alberta, Canada T2P 0R4, and any adjournments or postponements thereof, hereby revoking all previous proxies, with all powers the stockholders would possess if present, on all matters listed on the reverse side and in accordance with the instructions designated on the reverse side and with discretionary authority as to any and all such other matters as may properly come before the meeting. For directions to the meeting, please visit www.grantierra.com. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR EACH OF PROPOSALS 2 AND 3. THE PROXIES NAMED ABOVE ARE HEREBY AUTHORIZED TO VOTE IN THEIR DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE OR VOTE ONLINE AS INSTRUCTED IN THIS PROXY CARD.

IMPORTANT ANNUAL MEETING INFORMATION Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Proxy Card PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommends a vote FOR each of the nominees listed and FOR Proposals 2 and 3. 1. Election of Directors. Nominees: 01 - Gary S. Guidry 04 - Robert B. Hodgins For Against Abstain 02 - Peter J. Dey 05 - Ronald W. Royal For Against Abstain 03 - Evan Hazell 06 - Sondra Scott For Against Abstain 07 - David P. Smith For Against Abstain 08 - Brooke Wade For Against Abstain 2. Proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm for 2018. 3. Proposal to approve, on an advisory basis, the compensation of Gran Tierra Energy Inc.'s named executive officers, as disclosed in the proxy statement. Note: To conduct any other business properly brought before the meeting. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 02SA1D 1 U P X +

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice, Proxy Statement and Annual Report are available at http://www.edocumentview.com/GTE. PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Annual Meeting Proxy — Gran Tierra Energy Inc. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 2, 2018 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The stockholders hereby appoint Gary S. Guidry and Ryan Ellson, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorizes each of them to represent and to vote all of the shares of Common Stock, Special A Voting Stock, and Special B Voting Stock of Gran Tierra Energy Inc. that the stockholders are entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 a.m. (Mountain time) on May 2, 2018, at Centennial Place, 3rd Floor, West Tower, 250-5 Street SW, Calgary, Alberta, Canada T2P 0R4, and any adjournments or postponements thereof, hereby revoking all previous proxies, with all powers the stockholders would possess if present, on all matters listed on the reverse side and in accordance with the instructions designated on the reverse side and with discretionary authority as to any and all such other matters as may properly come before the meeting. For directions to the meeting, please visit www.grantierra.com. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR EACH OF PROPOSALS 2 AND 3. THE PROXIES NAMED ABOVE ARE HEREBY AUTHORIZED TO VOTE IN THEIR DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE AS INSTRUCTED IN THIS PROXY CARD.

GRAN TIERRA EXCHANGECO INC. 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com Security Class Holder Account Number Fold Voting Instruction Form (“VIF”) - Annual Meeting to be held on Wednesday, May 2, 2018 Notes to VIF 1. This voting direction will not be valid and not be acted upon unless it is completed as outlined herein and delivered to Computershare Trust Company of Canada, Attention: Manager, Corporate Trust, 600, 530 – 8th Avenue S.W., Calgary, Alberta T2P 3S8, Canada by 11:00 am (Mountain Time) on Monday, April 30, 2018, or not less than 48 hours before the time set for the holding of any adjournment(s) thereof. The voting direction is valid only for the Meeting or any adjournment(s) of the Meeting. 2. If this voting direction is not signed by the Holder (as defined below) of Gran Tierra Exchangeco Inc. Exchangeable Shares, the votes to which the Holder of the Gran Tierra Exchangeco Inc. Exchangeable Shares is entitled will not be exercised. 3. If the Holder is a corporation, its corporate seal must be affixed or it must be signed by an officer or attorney thereof duly authorized. 4. This voting direction must be dated and the signature hereon should be exactly the same as the name in which the Gran Tierra Exchangeco Inc. Exchangeable Shares are registered. 5. Persons signing as executors, administrators, trustees, etc., should so indicate and give their full title as such. 6. A Holder who has submitted a voting direction may revoke it at any time prior to the Meeting. In addition to revocation in any other manner permitted by law, a voting direction may be revoked by instrument in writing executed by the Holder or his attorney authorized in writing or, if the Holder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized and deposited at the office of the Trustee (as defined below) at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the voting direction is to be acted upon or with a representative of the Trustee in attendance at the Meeting, on the day of the Meeting or any adjournment thereof, and upon either of such deposits, the voting direction is revoked. VIF’s submitted must be received by 11:00 am (Mountain Time) on Monday, April 30, 2018. VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK! To Vote Using the Telephone To Vote Using the Internet Fold Call the number listed BELOW from a touch tone telephone. 1-866-732-VOTE (8683) Toll Free Go to the following web site: www.investorvote.com/GTE Smartphone? Scan the QR code to vote now. If you vote by telephone or the Internet, DO NOT mail back this VIF. Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF. To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER 01DUMD

PLEASE SELECT ONE OF THE FOLLOWING: Direct the Trustee to Vote Gran Tierra Exchangeco Inc. Exchangeable Shares The Holder hereby directs the Trustee to vote as indicated. Appointment of Company Management as Proxy The Holder hereby appoints Gary S. Guidry and Ryan Ellson, or either of them, as proxyholder of the Holder, with power of substitution, and authorizes them to represent and vote, as indicated above, all of the Gran Tierra Exchangeco Inc. Exchangeable Shares which the Holder may be entitled to vote at the Meeting, and at any adjournment or adjournments thereof and on every ballot that may take place in consequence thereof, and with discretionary authority as to any other matters that may properly come before the Meeting. Appointment of the Holder, or the Holder’s Designee as Proxy The Holder hereby appoints as proxyholder of the Holder and authorizes them to represent and vote, as indicated above, all of the Gran Tierra Exchangeco Inc. Exchangeable Shares which the Holder may be entitled to vote at the Meeting, and at any adjournment or adjournments thereof and on every ballot that may take place in consequence thereof, and with discretionary authority as to any other matters that may properly come before the Meeting. IF THE HOLDER DOES NOT COMPLETE ONE OF THE FOREGOING, COMPLETES MORE THAN ONE OF THE FOREGOING OR COMPLETES THE THIRD SELECTION BUT DOES NOT SPECIFY A DESIGNEE, THE HOLDER WILL BE DEEMED TO HAVE DIRECTED THE TRUSTEE TO VOTE THEIR GRAN TIERRA EXCHANGECO INC. EXCHANGEABLE SHARES AS INDICATED. The undersigned holder (the “Holder”) of exchangeable shares of Gran Tierra Exchangeco Inc. that were issued in connection with the transaction between the former stockholders of Solana Resources Limited and Gran Tierra Energy Inc. (the “Company”) has the right to instruct Computershare Trust Company of Canada (the “Trustee”) in respect of the exercise of the Holder’s votes at the annual meeting of stockholders of the Company to be held at Centennial Place, 3rd Floor, West Tower, 250 - 5 Street S.W., Calgary, Alberta, Canada T2P 0R4 on May 2, 2018 (the “Meeting”), as follows: To instruct the Trustee to exercise the votes to which the Holder is entitled as indicated below; OR To instruct the Trustee to appoint a representative of the Company’s management as proxy to exercise the votes to which the Holder is entitled as indicated below; OR To instruct the Trustee to appoint the Holder, or the Holder’s designee, as a proxy to exercise personally the votes to which the Holder is entitled as indicated below. IMPORTANT NOTE: IF NO DIRECTION IS MADE, FOR OR AGAINST, THE HOLDER’S GRAN TIERRA EXCHANGECO INC. EXCHANGEABLE SHARES WILL NOT BE VOTED Fold 1. Election of Directors For Against Abstain For Against Abstain For Against Abstain 01. Gary S. Guidry 04. Robert B. Hodgins 02. Peter J. Dey 05. Ronald W. Royal 03. Evan Hazell 06. David P. Smith 07. Brooke Wade 08. Sondra Scott 2. Ratification of Selection of Independent Auditors For Against Abstain To ratify the appointment of KPMG LLP as the independent registered public accounting firm for 2018. 3. Advisory Vote to Approve Named Executive Compensation Approval of, on an advisory basis, the compensation of Gran Tierra Energy Inc.’s named executive officers, as disclosed in the proxy statement.

For

☐

Against

☐

Abstain ~~Fold~~

☐

4. Proposal to approve an amendment to Gran Tierra Energy Inc.’s Certificate of Incorporation to effect a reverse stock split of the Corporation’s issued common stock, par value $0.001 per share at a reverse stock split ratio of 1 for 10.

For

☐

Against

☐

Abstain

☐

Authorized Signature(s) – This section must be completed for
your instructions to be executed.

I/Wewe authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this ~~VIF~~Proxy will be voted as recommended by ~~Management.~~ the Board of Directors.


Signature(s):				Date

				/ /
				MM / DD / YY ~~G R Q Q 246036 A R 0 01DUNC~~
Annual Financial Statements –Check the box to the right if you would like to DECLINE to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.				☐

This form of proxy is solicited by and on behalf of the Board of Directors.

Proxies must be received by 10:00 am, Mountain Time, on May 1, 2023.

Notes to Proxy

GRAN TIERRA GOLDSTRIKE INC. 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com Security Class Holder Account Number Fold Voting Instruction Form (“VIF”) - Annual MeetingEach holder has the right to ~~be held on Wednesday, May 2, 2018 Notes to VIF 1. This voting direction will~~appoint a person, who need not be ~~valid~~a holder, to attend and ~~not be acted upon unless it is completed as outlined~~represent him or her at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, ~~and delivered to Computershare Trust Company~~please insert the name of ~~Canada, Attention: Manager, Corporate Trust, 600, 530 – 8th Avenue S.W., Calgary, Alberta T2P 3S8, Canada by 11:00 am (Mountain Time)~~your chosen proxyholder in the space provided on ~~Monday, April 30, 2018, or not less~~the reverse.

If the securities are registered in the name of more than ~~48 hours before the time set for the holding of any adjournment(s) thereof. The voting direction is valid only for the Meeting or any adjournment(s)~~one holder (for example, joint ownership, trustees, executors, etc.) then all of the ~~Meeting. 2.~~registered owners must sign this proxy in the space provided on the reverse. If ~~this~~you are voting ~~direction is not signed by the Holder (as defined below)~~on behalf of ~~Gran Tierra Goldstrike Inc. Exchangeable Shares, the votes to which the Holder of the Gran Tierra Goldstrike Inc. Exchangeable Shares is entitled will not be exercised. 3. If the Holder is~~ a corporation ~~its corporate seal must~~or another individual, you may be ~~affixed or it must~~required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

This proxy should be signed ~~by an officer or attorney thereof duly authorized. 4. This voting direction must be dated and~~in the ~~signature hereon should be exactly the same~~exact manner as the name inappears on the proxy.

If this proxy is not dated, it will be deemed to bear the date on which the Gran Tierra Goldstrike Inc. Exchangeable Shares are registered. 5. Persons signing as executors, administrators, trustees, etc., should so indicate and give their full title as such. 6. A Holder who has submitted a voting direction may revoke it ~~at any time prior to the Meeting. In addition to revocation in any other manner permitted by law, a voting direction may be revoked by instrument in writing executed~~is mailed by the ~~Holder or his attorney~~holder.

The securities represented by this proxy will be voted as directed by the holder. If no such directions are made, this proxy will be voted FORall the nominees listed in Proposal 1 andFORProposals 2, 3 and 4. The proxyholders named above are hereby authorized to vote in writing or, if the Holder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized and deposited at the office of the Trustee (as defined below) at any time up to and including the lasttheir discretion upon such other business ~~day preceding the day of~~as may properly come before the Meeting or any adjournment ~~thereof at which~~or postponement thereof.

The securities represented by this proxy will be voted or withheld from voting, in accordance with the ~~voting direction is~~instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted ~~upon or with a representative of the Trustee in attendance at the Meeting,~~ on, the ~~day~~securities will be voted accordingly.

This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or ~~any adjournment thereof, and upon either of such deposits,~~other matters that may properly come before the ~~voting direction is revoked. VIF’s submitted must~~Meeting.

This proxy should be ~~received~~read in conjunction with the accompanying documentation provided by ~~11:00 am (Mountain Time) on Monday, April 30, 2018. Fold VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!~~ Gran Tierra Energy Inc. .

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 3, 2023.

The Notice, Proxy Statement and Annual Report are available at: https://www.grantierra.com/investor-relations/2023-annual-meeting

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING:


	To Vote ~~Using~~Your Proxy Online please visit:
	https://login.odysseytrust.com/pxloginand click on
	.. You will require the ~~Telephone To Vote Using the Internet • Call the number listed BELOW from a touch tone telephone. 1-866-732-VOTE (8683) Toll Free • Go~~CONTROL NUMBER printed with your address to the ~~following web site: www.investorvote.com/GTE • Smartphone? Scan the QR code to vote now.~~right. If you vote by ~~telephone~~ Internet, do not mail this proxy.	Shareholder Address and Control Number Here

To request the receipt of future documents via email and/or ~~the Internet, DO NOT mail back this VIF.~~ to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.


		GRAN TIERRA ENERGY INC.

Voting ~~by mail or by Internet are~~Instruction Form (“VIF”) – ANNUAL MEETING OF STOCKHOLDERS to be held on MAY 3, 2023

Trader’s Bank Building

702, 67 Yonge Street Toronto, On M5E 1J8

Appointee(s)

I/We being the ~~only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse~~undersigned holder(s) of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF. To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER 01DUOC

~~PLEASE SELECT ONE OF THE FOLLOWING: Direct the Trustee to Vote~~ Gran Tierra ~~Goldstrike~~Energy Inc. ~~Exchangeable Shares The Holder hereby directs the Trustee to vote as indicated. Appointment of Company Management as Proxy The Holder~~ hereby appoints Gary S. Guidry and Ryan Ellson, or either of them, ~~as proxyholder~~

Print the name of the ~~Holder, with power of substitution, and authorizes them to represent and vote, as indicated above, all of~~person you are appointing if this person is someone other than the Gran Tierra Goldstrike Inc. Exchangeable Shares which the Holder may be entitled to vote at the Meeting, and at any adjournment or adjournments thereof and on every ballot that may take place in consequence thereof, and with discretionary authority as to any other matters that may properly come before the Meeting. Appointment of the Holder, or the Holder’s Designee as Proxy The Holder hereby appoints as proxyholder of the Holder and authorizes them to represent and vote, as indicated above, all of the Gran Tierra Goldstrike Inc. Exchangeable Shares which the Holder may be entitled to vote at the Meeting, and at any adjournment or adjournments thereof and on every ballot that may take place in consequence thereof, and with discretionary authority as to any other matters that may properly come before the Meeting. IF THE HOLDER DOES NOT COMPLETE ONE OF THE FOREGOING, COMPLETES MORE THAN ONE OF THE FOREGOING OR COMPLETES THE THIRD SELECTION BUT DOES NOT SPECIFY A DESIGNEE, THE HOLDER WILL BE DEEMED TO HAVE DIRECTED THE TRUSTEE TO VOTE THEIR GRAN TIERRA GOLDSTRIKE INC. EXCHANGEABLE SHARES AS INDICATED. The undersigned holder (the “Holder”) of exchangeable shares of Gran Tierra Goldstrike Inc. that were issued in connection with the transaction between the former stockholders of Goldstrike, Inc. and Gran Tierra Energy Inc. (the “Company”) has the right to instruct Computershare Trust Company of Canada (the “Trustee”) in respect of the exercise of the Holder’s votes at the annual meeting of stockholders of the Company to be held at Centennial Place, 3rd Floor, West Tower, 250 - 5 Street S.W., Calgary, Alberta, Canada T2P 0R4 on May 2, 2018 (the “Meeting”), as follows: • To instruct the Trustee to exercise the votes to which the Holder is entitled as indicated below; OR • To instruct the Trustee to appoint a representative of the Company’s management as proxy to exercise the votes to which the Holder is entitled as indicated below; OR • To instruct the Trustee to appoint the Holder, or the Holder’s designee, as a proxy to exercise personally the votes to which the Holder is entitled as indicated below. IMPORTANT NOTE: IF NO DIRECTION IS MADE, FOR OR AGAINST, THE HOLDER’S GRAN TIERRA GOLDSTRIKE INC. EXCHANGEABLE SHARES WILL NOT BE VOTED Fold Appointees listed herein:

as my/our appointee with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as indicated in the Notes to VIF below) and all other matters that may properly come before the ANNUAL MEETING OF STOCKHOLDERS (the “Meeting”) of GRAN TIERRA ENERGY INC. (the “Corporation”) to be held virtually at https://web.lumiagm.com/251955864 on WEDNESDAY, MAY 3, 2023, AT 10:00 A.M. (MOUNTAIN TIME) or at any adjournment thereof.

The Board of Directors recommend a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2, 3 and 4.

1. Election of ~~Directors~~ Directors.

For

Against

Abstain

For

Against

Abstain

For ~~Against~~

Against��

Abstain ~~01.~~

a. Peter J. Dey

☐

b. Gary S. Guidry ~~04.~~

☐

c. Evan Hazell

☐

d. Robert B. Hodgins ~~02. Peter J. Dey 05.~~

☐

e. Alison Redford

☐

f. Ronald W. Royal ~~03. Evan Hazell 06.~~

☐

g. Sondra Scott

☐

h. David P. Smith ~~07.~~

☐

i. Brooke Wade ~~08. Sondra Scott~~

☐

2. ~~Ratification of Selection of Independent Auditors For Against Abstain To~~Proposal to ratify the appointment of KPMG LLP as ~~the~~Gran Tierra Energy Inc.’s independent registered public accounting firm for ~~2018.~~ 2023.

For

☐

Against

☐

Abstain

☐

3. ~~Advisory Vote~~Proposal to ~~Approve Named Executive Compensation Approval of,~~approve, on an advisory basis, the compensation of Gran Tierra Energy Inc.’s named executive officers, as disclosed in the proxy statement.

For

☐

Against

☐

Abstain ~~Fold~~

☐

For

☐

Against

☐

Abstain

☐

Authorized Signature(s) – This section must be completed for
your instructions to be executed.

I/Wewe authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any ~~proxy~~VIF previously given with respect to the Meeting. If no voting instructions are indicated above, this VIF will be voted as recommended by ~~Management.~~ the Board of Directors.


Signature(s):				Date

				/ /
				MM / DD / YY ~~G R Q Q 246036 A R 0 01DUPE~~

This form of VIF is solicited by and on behalf of the Board of Directors.

VIFs must be received by MAY 1, 2023 AT 10:00 AM (MOUNTAIN TIME)

Notes to VIF

Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen appointee in the space provided on the reverse.

If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the holders must sign this VIF in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.

This VIF should be signed in the exact manner as the name appears on the VIF.

If this VIF is not dated, it will be deemed to bear the date on which it is mailed by the holder.

The securities represented by this VIF will be voted as directed by the holder. If no such directions are made, this VIF will be voted FOR all the nominees listed in Proposal 1 and FOR Proposals 2, 3 and 4. The appointees named above are hereby authorized to vote in their discretion upon such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The securities represented by this VIF will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

This VIF confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.

This VIF should be read in conjunction with the accompanying documentation provided by the Corporation.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 3, 2023.

The Notice, Proxy Statement and Annual Report are available at: https://www.grantierra.com/investor-relations/2023-annual-meeting

INSTEAD OF MAILING THIS VIF, YOU MAY SUBMIT YOUR VIF USING SECURE ONLINE VOTING AVAILABLE ANYTIME:


	To Vote Your VIF Online please visit: https://login.odysseytrust.com/pxloginand click on .. You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this VIF.	Shareholder Address and Control Number Here

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.

☐
¨	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~

	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~	~~Total fee paid:~~

¨	Fee paid previously with preliminary ~~materials.~~mater i als.

~~Date:~~	~~Wednesday, May 2, 2018~~
~~Time:~~	~~11:00 a.m. (Mountain Time)~~
~~Place:~~	~~Centennial Place, 3rd Floor, West Tower, 250 - 5 Street SW, Calgary, Alberta, Canada T2P 0R4~~

☐
¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐
¨		Soliciting Material under ~~§240.14a-12~~ §240.14a-12

☐
¨		~~Check box if any part of the fee is offset as provided~~ Fee computed on table in exhibit required by Item 25(b) per Exchange Act ~~Rule 0-11(a)(2)~~ Rules 14a-6(i)(1) and ~~identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.~~ 0-11.



		~~(1)~~		~~Amount Previously Paid:~~
		~~(2)~~		~~Form, Schedule or Registration Statement No.:~~
		~~(3)~~		~~Filing Party:~~
		~~(4)~~		~~Date Filed:~~

~~Proxy Statement Summary~~	1

~~Questions and Answers about the Proxy Materials and 2018 annual meeting~~	4

~~Proposal 1: Election of Directors~~	11

~~Nominees for Director~~	12

~~The Board’s Role and Responsibilities~~	23

~~Board Structure and Processes~~	24

~~Information Regarding Committees of the Board of Directors~~	27

~~Director Compensation~~	31

~~Proposal 2: Ratification of Appointment of Selection of Independent Auditors~~	34

~~Report of the Audit Committee~~	35

~~Principal Accountant Fees and Services~~	36

~~Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation~~	38

~~Security Ownership of Certain Beneficial Owners and Management~~	39

~~Executive Officers~~	40

~~Compensation Discussion and Analysis~~	43

~~Executive Compensation~~	55

~~Summary Compensation Table~~	55

~~2017 Grants of Plan-Based Awards~~	56

~~Outstanding Equity Awards at December 31, 2017~~	57

~~2017 Option Exercises and Stock Vested~~	58

~~Estimated Potential Payments~~	61

~~Pay Ratio Disclosure~~	62

~~Summary of Incentive Plans~~	62

~~Certain Relationships and Related Transactions~~	67

~~Stockholder Proposals~~	67

~~Householding of Proxy Materials~~	68

~~Other Matters~~	68



Director Nominee	Director Since		Age		Committees

Robert B. Hodgins Chairman		2015		72	• Audit Committee • Compensation Committee • Nominating and Corporate Governance Committee

Gary S. Guidry President and Chief Executive Officer		2015		67

Peter J. Dey		2015		82	• Nominating and Corporate Governance Committee • Compensation Committee • Health, Safety & Environment Committee

Evan Hazell		2015		64	• Audit Committee • Health, Safety & Environment Committee • Reserves Committee

Alison Redford		2021		58	• Audit Committee • Nominating and Corporate Governance Committee • Health, Safety and Environment Committee

Ronald W. Royal		2015		73	• Audit Committee • Health, Safety & Environment Committee • Reserves Committee

Sondra Scott		2017		56	• Nominating and Corporate Governance Committee • Health, Safety & Environment Committee • Reserves Committee

David P. Smith		2015		64	• Audit Committee • Compensation Committee

Brooke Wade		2015		69	• Compensation Committee • Nominating and Corporate Governance Committee • Reserves Committee

	2017 Annual Equity Retainer
2017 Annual Cash Retainer and Travel Fees⁽¹⁾	(DSUs, RSUs, Stock Options)⁽¹⁾
Chairman of the Board	$	73,735	$	103,627
Director	$	43,842	$	56,198
Audit Committee Chair	$	35,871
Other Committee Chairs	$	23,914
Committee Members	$	11,957
Travel Fee (over three hours) per meeting	$	1,196



Gran Tierra and the independent registered public accounting firm. Management has the responsibility for the preparation of the Company’s financial statements, and the independent registered public accounting firm has the responsibility for the audit of those statements. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in Gran Tierra’s Annual Report on Form 10-K for the fiscal year ended December Energy 2023 Proxy Statement		31 ~~2017, for filing with the Securities and Exchange Commission.~~

☒
x		Definitive Proxy Statement

Other Public Board of Directors also determined that (i) Messrs. Smith, Hodgins and Royal, are independent as defined in Section 10A of the Exchange Act and under the standards set forth by the NYSE American applicable to members of theDirectorships

Committee Position(s)

Africa Oil Corp.

• Audit Committee ~~(ii) Messrs. Wade, Dey and Hodgins, are independent under the standards set forth by the NYSE American applicable to members of the~~
• Compensation Committee (Chair)
• Reserves Committee (Chair)