Gran Tierra Energy : Annual General Meeting and Proxy Statement May 2, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

• Preliminary Proxy Statement

• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials

• Soliciting Material under §240.14a-12

Gran Tierra Energy Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

• No fee required.

• Fee paid previously with preliminary materials.

• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TO OUR STOCKHOLDERS,

We invite you to attend the Annual Meeting of Gran Tierra Energy Inc., ("Gran Tierra" or the "Company") which will be on May 2, 2024, at 10:00 a.m. Mountain Time. This year's Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting of Stockholders online, vote your shares electronically and submit your questions during the meeting by visiting https:/web.lumiagm.com/263419250.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement describes the business to be conducted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to submit your vote via the internet or mail.

In 2023, Gran Tierra successfully strengthened its financial position through a significant increase in reserves and production, continued debt reduction, and strategic share buybacks. Our expansion in reserves saw the highest year-end total company reserves in Gran Tierra's history with Proved-1P totaling 90 MMBOE, the Proved plus Probable-2P totaling 147 MMBOE and Proved, Probable and Possible Reserves totaling 207 MMBOE. These achievements are a testament to our world class assets while also showcasing our commitment to operational excellence. Through Gran Tierra's successful results from our development drilling, waterflooding programs, field performance and the Suroriente Block Continuation Agreement, Gran Tierra is well-positioned to offer exceptional long-term stakeholder value.

The Company's achievements wouldn't have been possible without the efforts made by our teams to conduct operational activities in Colombia and Ecuador in a safe manner. We are building a record of success in a transparent, safe, secure and responsible way and as a result, 2023 was the safest year in the Company's history. This included more than 16 million hours worked without an incident causing time to be lost, starting in 2022 and sustaining throughout 2023.

Looking forward to 2024, we are excited to restart drilling in our high-impact exploration portfolio, which presents us with opportunities for substantial growth in both Ecuador and Colombia. Gran Tierra will be following up on the encouraging results seen in Ecuador since 2022, and the Company will be undertaking a 238 km2 3D seismic program over the Charapa Block. The Company has started 2024 strong in Colombia with two rigs currently drilling development wells in Acordionero and Costayaco, both of which began their development campaigns in December 2023. Gran Tierra will also be moving forward with its first development drilling program in the Suroriente Block since 2018.

Gran Tierra's 2024 budget is expected to be fully funded by cash flow, by taking a balanced, returns-focused approach to capital allocation. We plan to focus on four key areas: profitably growing reserves and production in our existing assets, prudently pursuing high impact exploration in our portfolio, fortifying our balance sheet through net debt reduction, and executing share buybacks. One of our focuses for 2024, is to target a net debt to EBITDA ratio of 0.8 to 1.2 times.

Gran Tierra continues to maintain our commitment to our Environmental, Social, and Governance ("ESG") responsibilities, diligently, executing through our companywide Beyond Compliance Philosophy. Our Beyond Compliance Philosophy means that, wherever there are significant opportunities and benefits to the environment or communities, Gran Tierra works to go beyond what is legally required to protect the environment, provide social benefits, and keep our operations safe because it is the right thing to do.

Our unwavering commitment to fulfill our voluntary Beyond Compliance philosophy includes projects like our flagship conservation program, NaturAmazonas, which we conduct in partnership with non-governmental organization (NGO) Conservation International. This program's success has set a new Colombian standard for industry-led conservation and as a result we have extended the program another four-years. To date, over 1.6 million trees have been planted. Roughly 4,500 hectares of forested land have been conserved or protected-a space equivalent to 13 times the size of Central Park in New York City.

Gran Tierra's social investment projects aim to establish sustainable, long-term opportunities that help neighbouring communities create meaningful futures. The Company's social investment programs have reached over 354,000 beneficiaries in Colombia and Ecuador to date. 2023 was a particularly exciting time for participants from our Hilos de la Tierra program as the Company sponsored three artisans from participating communities of the project to travel to Vancouver, Canada to participate and see their work walk the runway at Vancouver Fashion Week. Hilos de la Tierra is an ongoing project developed by Gran Tierra and is implemented in partnership with the World Women's Corporation of Colombia (CMMC). The project brought together a creative collaboration with SOCARRÁS, a well-known Colombian fashion designer, and is centered around local artisans from the Putumayo and the Middle Magdalena regions.

With a robust portfolio of assets Gran Tierra is in an excellent position to capitalize on emerging opportunities and deliver value to our stakeholders. We also believe the Company can successfully navigate the current volatile commodity markets with our low base decline, conventional oil reservoirs and our full operational control of capital allocation and timing. As we pursue our operational and financial objectives, we remain committed to continue to foster a culture of safety, innovation, and social responsibility that defines our corporate ethos.

On behalf of our Board of Directors and the Gran Tierra team, I want to thank all our stakeholders for their continued support.

Sincerely,

/s/ Gary S. Guidry

President and Chief Executive Officer

March 21, 2024

Notice of Meeting

Annual Meeting of the Stockholders of Gran Tierra Energy Inc.

Date:	Time:	Location:
Thursday, May 2, 2024	10:00 a.m.	Virtual-only meeting via live webcast online at
	(Mountain Time)	https:/web.lumiagm.com/
		263419250
The business of the meeting is to:

1. Elect the nine nominees specified in the accompanying proxy statement to serve as directors.

2. Ratify the appointment of KPMG LLP as Gran Tierra's independent registered public accounting firm for 2024.

3. Approve, on an advisory basis, the compensation of Gran Tierra's named executive officers as disclosed in the accompanying proxy statement.

4. Conduct any other business properly brought before the meeting and any adjournments and postponements thereof. These items of business are more fully described in the proxy statement accompanying this notice.

This notice and the attached proxy statement are first being mailed to our stockholders beginning on or about March 21, 2024. Holders of shares on March 6, 2024, the record date, are entitled to notice of, and to vote at, our meeting or any adjournment or postponement thereof.

Gran Tierra will be holding its annual meeting in a virtual-only format by way of webcast accessed at https:/web.lumiagm.com/263419250 and no physical or in-person meeting will be held. A virtual-only meeting will provide all stockholders an equal opportunity to participate at the annual meeting regardless of their geographic location or the particular constraints, circumstances or risks they may be facing. Stockholders will be able to attend the annual meeting online and vote their shares electronically and submit questions during the meeting.

If you are a registered stockholder, to attend the annual meeting and vote your shares electronically and submit questions during the meeting, you will need the control number included on the Notice of Internet Availability of Proxy Materials or proxy card that accompanied your proxy materials. If you are the beneficial owner of shares held in "street name", and wish to attend the meeting insert your name in the blank space included in the proxy form provided by your broker or other agent and submit such proxy form to your broker or other agent prior to the voting deadline to vote your shares and submit questions during the meeting. In addition you must also register your appointment (of your broker or other agent) by emailing [e-mail] no later than the voting deadline and provide Odyssey with your name, email, number of shares appointed and name of broker or other agent where shares are held, so that Odyssey may email the appointee their control number.

We are using the "Notice and Access" method of providing proxy materials to our stockholders which provides our stockholders with a convenient way to access the proxy materials and vote, while allowing us to lower the costs of printing and distributing the proxy materials and reduce the environmental impact of our meeting. We will mail to most of our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") in lieu of a paper copy of our proxy materials. Stockholders receiving the Notice may review the proxy materials online or request a paper copy by following the instructions set forth in the Notice.

Please submit your proxy or voting instructions on the Internet or by telephone promptly by following the instructions about how to view the proxy materials on your Notice of Internet Availability of Proxy Materials so that your shares can be voted, regardless of whether you expect to attend the annual meeting. If you received your proxy materials by mail, you may submit your proxy or voting instructions on the Internet or you may submit your proxy by marking, dating, signing and returning the enclosed proxy/confidential voting instruction card. If you attend the annual meeting, you may withdraw your proxy and vote at the annual meeting.

By order of the Board of Directors

/s/ Gary S. Guidry

Gary S. Guidry

President and Chief Executive Officer

Calgary, Alberta, Canada

March 21, 2024

Proxy Statement Table of Contents

Page

Page

PROXY STATEMENT SUMMARY	1
QUESTIONS AND ANSWERS ABOUT THE PROXY	4
MATERIALS AND 2024 ANNUAL MEETING

EXECUTIVE COMPENSATION	37
Summary Compensation Table	46
2023 Grants of Plan-Based Awards	47
Outstanding Equity Awards at December 31, 2023	48
2023 Option Exercises and Stock Vested	49
Estimated Potential Payments	51

PROPOSAL 1: ELECTION OF DIRECTORS	9
Nominees for Director	10
The Board's Role and Responsibilities	20
Board Structure and Processes	22
Information Regarding Committees of the Board of
Directors	25
Director Compensation	28
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF	31
SELECTION OF INDEPENDENT AUDITORS
Report of the Audit Committee	31
Principal Accountant Fees and Services	32
PROPOSAL 3: ADVISORY VOTE TO APPROVE	34
NAMED EXECUTIVE OFFICER COMPENSATION
Security Ownership of Certain Beneficial Owners and
Management	34
Executive Officers	36

PAY VS PERFORMANCE DISCLOSURE	52
CERTAIN RELATIONSHIPS AND RELATED	55
TRANSACTIONS
STOCKHOLDER PROPOSALS	55
HOUSEHOLDING OF PROXY MATERIALS	56
OTHER MATTERS	56

Proxy Statement Summary

This summary highlights information contained elsewhere within this proxy statement. You should read the entire proxy statement carefully and consider all information before voting. Page references are supplied to help you find further information in this proxy statement. This summary does not contain all of the information you should consider, and we encourage you to read the entire proxy statement before voting.

References to "we", "us", "our", "Gran Tierra" or the "Company" are to Gran Tierra Energy Inc.

This proxy statement is first being mailed to our stockholders beginning on March 21, 2024. Holders of shares on March 6, 2024, the record date, are entitled to notice of, and to vote at, our meeting or any adjournment thereof.

Important Notice Regarding the Availability of Materials for the 2024 Annual Meeting of Shareholders to be Held on May 2, 2024: The proxy statement and our Annual Report for the fiscal year ended December 31, 2023 are available free of charge athttps://www.grantierra.com/events/2024-annual-meeting/.

2024 Annual Meeting of Stockholders

Date:	Time:	Location:	Record Date:
March 6, 2024
May 2, 2024	10:00 a.m.	Virtual-only meeting via live webcast
	(Mountain Time)	online at
		https:/web.lumiagm.com/263419250
Voting Matters and Board Recommendations
			Board Vote
Voting Matter			Recommendation
Proposal 1: Election of Directors (page 9)			FOR each nominee
The Board and the Nominating and Corporate Governance Committee believe that each of the director nominees
possesses the necessary qualifications and skills to provide effective oversight of the business and quality advice and
counsel to our management team.
Proposal 2: Ratification of Selection of Independent Auditors (page 31)		FOR
The Board and the Audit Committee believe that the retention of KPMG LLP to serve as our independent registered
public accounting firm for the fiscal year ending December 31, 2024 is in the best interests of the Company and its
stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee's
selection of the independent registered public accounting firm.
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation (page 34)	FOR

The Company seeks a non-binding advisory vote from its stockholders to approve the compensation of its named executive officers as described in the Executive Compensation section beginning on page 37 and ending on page 51. Our executive compensation program reflects our philosophy of aligning executive compensation with the interests of our stockholders and a commitment to pay for performance.

Gran Tierra Energy 2024 Proxy Statement

1

PROXY STATEMENT SUMMARY

Director Nominees

The following table provides summary information about each director nominee. See pages 10 to 18 for more information.

	Director Nominee	Director Since	Age	Committees
	Robert B. Hodgins	2015	72	•Audit Committee
	Chairman			•Compensation Committee
				•Nominating and Corporate Governance Committee
	Gary S. Guidry	2015	68
	President and Chief Executive Officer
	Peter J. Dey	2015	83	•Nominating and Corporate Governance Committee
				•Compensation Committee
				•Health, Safety & Environment Committee
	Evan Hazell	2015	65	•Audit Committee
				•Health, Safety & Environment Committee
				•Reserves Committee
	Alison M. Redford	2021	59	•Audit Committee
				•Nominating and Corporate Governance Committee
				•Health, Safety and Environment Committee
	Ronald W. Royal	2015	75	•Audit Committee
				•Health, Safety & Environment Committee
				•Reserves Committee
	Sondra Scott	2017	57	•Nominating and Corporate Governance Committee
				•Health, Safety & Environment Committee
				•Reserves Committee
	David P. Smith	2015	65	•Audit Committee
				•Compensation Committee
	Brooke Wade	2015	70	•Compensation Committee
				•Nominating and Corporate Governance Committee
				•Reserves Committee
2				Gran Tierra Energy 2024 Proxy Statement

	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 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

• Limited trading windows

• Clawback policy

• Stockholders may call special meetings of stockholders

• No stockholder rights ("poison pill") or similar plan

• Regular executive sessions of independent directors

• Stockholders have the right to fill director vacancies caused by

director removal

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 the interests of our stockholders and focus on pay-for-performance:

• The majority of 2023 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 2023, 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.

• The target for total compensation for each of our NEOs is approximately the 50th percentile as compared to the Company's compensation peer group.

Gran Tierra Energy 2024 Proxy Statement

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Questions and Answers About the Proxy Materials and 2024

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 2024 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/263419250, 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.

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, 2024 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 Thursday, May 2, 2024, 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/263419250. The Meeting ID is 263-419-250. We recommend that you log in 15 minutes before the annual meeting starts.

• Enter the control number found on the form of proxy or Notice, as applicable, into the Shareholder login section.

• Enter the password: grantierra24

• 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 6, 2024, will be entitled to vote at the annual meeting. On this record date, there were 32,316,492 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: [e-mail], subject to satisfactory verification of status as a stockholder of record. Additionally, the list of stockholders of record shall be available for examination by stockholders during the annual meeting.

4	Gran Tierra Energy 2024 Proxy Statement