Business Context and Reporting Period
This Form 8-K Current Report was filed by Gran Tierra Energy Inc. on February 12, 2014, covering events that occurred on February 6, 2014. The filing details the Board of Directors' approval of executive compensation arrangements, including cash bonuses for fiscal year 2013, base salaries and target bonuses for fiscal year 2014, and equity grants under the Company's 2007 Equity Incentive Plan.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation figures.
| Executive | 2013 Cash Bonus (CAD) | 2014 Base Salary (CAD) | 2014 Target Bonus % | Stock Options | RSUs |
|---|---|---|---|---|---|
| Dana Coffield (CEO) | $600,000 | $459,000 | 100% | 260,000 | 95,000 |
| Shane O'Leary (COO) | $400,000 | $396,000 | 80% | 215,000 | 80,000 |
| James Rozon (CFO) | $300,000 | $344,500 | 80% | 165,000 | 60,000 |
| Duncan Nightingale (Pres, Columbia) | $250,000 | $336,000 | 60% | 75,000 | 25,000 |
| David Hardy (General Counsel) | $280,000 | $321,000 | 70% | 100,000 | 35,000 |
Note: All dollar amounts are in Canadian dollars unless otherwise noted. USD equivalents were calculated using an exchange rate of CAD$1.0636 as of December 31, 2013.
Material Changes
The filing reports the establishment of new compensation terms effective January 1, 2014, and the retroactive approval of 2013 performance bonuses. No material changes to financial performance or operational status are reported in this document.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, outlook, or discussion of risks and contingencies. It is a disclosure of specific compensatory arrangements approved by the Board.
- Equity Vesting: Restricted Stock Units (RSUs) granted on February 6, 2014, will vest in three equal tranches on March 1, 2015, March 1, 2016, and March 1, 2017.
- Option Grant Timing: Stock options will be granted on the third business day following the public release of annual revenues for the fiscal year ended December 31, 2013, subject to trading window availability. The exercise price will equal the closing stock price on the grant date.
- Term: Stock options terminate after five years or earlier if the executive ceases service.
Investor Verification Checklist
- Verify the actual grant date and exercise price of the stock options once the annual revenue report is released and the trading window opens.
- Confirm the total number of shares outstanding post-grant to assess potential dilution from the 825,000 stock options and 295,000 RSUs awarded.
- Review the Company's annual report (10-K) for the fiscal year ended December 31, 2013, to understand the performance metrics that triggered the 2013 cash bonuses.
- Monitor the vesting schedule of RSUs to understand future cash flow or share issuance obligations.