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University of Texas. In 1978, Mr. Park helped pioneer the development of commercial oil and gas production in Central America with Basic Resources, an oil and gas exploration company, in Guatemala. He remained a member of the board of directors of Basic Resources International Limited until the company was sold in 1997. Mr. Park is also a member of the board of directors of Good Rock LLC (formerly known as Energy Holdings LLC) and has also been involved in oil and gas projects in North America, South America, Europe, Middle East and Asia. Mr. Park is a member of the AAPG and SPE and has lived in Latin America since 2002.

Carlos Gulisano has been a member of our board of directors since June 2010. Dr. Gulisano holds a bachelor’s degree in geology, a post-graduate degree in petroleum engineering and a PhD in geology from the University of Buenos Aires and has authored or co-authored over 40 technical papers. He is a former adjunct professor at the Universidad del Sur, a former thesis director at the University of La Plata, and a former scholarship director at CONICET, the national technology research council, in Argentina. Dr. Gulisano is a respected leader in the fields of petroleum geology and geophysics in South America and has over 40 years of successful exploration, development and management experience in the oil and gas industry. In addition to serving as an advisor to GeoPark since 2002 and as Managing Director from February 2008 until June 2010, Dr. Gulisano has worked for YPF, Petrolera Argentina San Jorge S.A. and Chevron San Jorge S.A. and has led teams credited with significant oil and gas discoveries, including those in the Trapial field in Argentina. He has worked in Argentina, Bolivia, Peru, Ecuador, Colombia, Venezuela, Brazil, Chile and the United States. Mr. Gulisano is also an independent consultant on oil and gas exploration and production. In 2020, Carlos Gulisano was awarded the Pellegrino Strobel Prize, Argentina’s foremost geology and geophysics prize, by the School of Exact and Natural Sciences of the University of Buenos Aires (UBA).

Robert Bedingfield has been a member of our board of directors since March 2015. He holds a degree in Accounting from the University of Maryland and is a Certified Public Accountant. Until his retirement in June 2013, he was one of Ernst & Young’s most senior Global Lead Partners with more than 40 years of experience, including 32 years as a partner in Ernst & Young’s accounting and auditing practices, as well as serving on Ernst & Young’s Senior Governing Board. He has extensive experience serving Fortune 500 companies; including acting as Lead Audit Partner or Senior Advisory Partner for Lockheed Martin, AES, Gannett, General Dynamics, Booz Allen Hamilton, Marriott and the US Postal Service. Since 2000, Mr. Bedingfield has been a Trustee, and at times an Executive Committee Member, and the Audit Committee Chair of the University of Maryland at College Park Board of Trustees. Mr. Bedingfield served on the National Executive Board (1995 to 2003) and National Advisory Council (since 2003) of the Boy Scouts of America. Since 2013, Mr. Bedingfield has also served as Board Member and Chairman of the Audit Committee of NYSE-listed Science Applications International Corp (SAIC).

Constantin Papadimitriou has been a member of our board of directors since May 2018. He is a respected and successful international investor and businessman, with more than 30 years of investment experience in global capital markets and in resource and industrial projects and was an early investor in GeoPark. Mr. Papadimitriou is currently the Head of General Oriental Investments S.A., the Investment Manager of the Cavenham Group of Funds. During his tenure at the Cavamont group, Mr. Papadimitriou was responsible for Treasury Management, the Private Equity Portfolio as well as representing the group on the Boards of associated companies including investments in the oil and gas, mining, real estate and gaming sectors (including Basic Petroleum, a Nasdaq-listed Guatemalan oil and gas company). He is also founding partner of Diorasis International, a company focusing on investments in Greece and the broader Balkans and he also chairs the Greek Language School of Geneva and Lausanne. Mr. Papadimitriou holds an Economics and Finance degree and a post-graduate Diploma in European Studies from Geneva University.

Somit Varma has been a member of our board of directors since August 2020. He has been a proven and respected investor in oil, gas, mining and infrastructure projects across the globe for more than three decades. During his time at the International Finance Corporation (IFC), he was the Global Head of Oil, Gas, Mining and Chemicals, Chairman of the IFC Oil, Gas, Mining and Chemicals Investment Committee and Chairman of the Global Gas Flaring Reduction Partnership. From 2011 until July 2020, Mr. Varma was a Managing Director of the Energy Group at Warburg Pincus LLC, one of the world’s premier private equity firms.  Throughout his tenure at Warburg Pincus, Mr. Varma served on the boards of several international energy companies where he worked with management teams on a diverse set of issues including new acquisitions, strategic partnerships, capital allocation, risk management, succession planning, and growing and mentoring teams. Mr. Varma is Chairman of the Energy and Infrastructure Council of EMPEA, the global industry association for private capital in emerging markets. He is also currently an advisor to a global private equity firm and a

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family office. Mr. Varma earned his MBA at Boston University before attending the Executive Development Program at Harvard Business School.

Senior management

Our senior management is responsible for the management and representation of our company. The table below sets forth certain information concerning our senior management. All ages are current as of March 31, 2022.

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Biographical information of the members of our senior management is set forth below. Unless otherwise indicated, the current business addresses for members of our senior management is Calle 94 no. 11-30, floor 8, 9 and 10, Bogotá, Colombia.

Andrés Ocampo has served as our Chief Financial Officer since November 2013. He previously served as our Director of Growth and Capital (from January 2011 through October 2013), and has been with our company since July 2010. Mr. Ocampo graduated with a degree in Economics from the Universidad Católica Argentina. He has more than 17 years of experience in business and finance. Before joining our company, Mr. Ocampo worked at Citigroup and served as Vice President Oil & Gas and Soft Commodities at Crédit Agricole Corporate & Investment Bank.

Pedro E. Aylwin Chiorrini served as a member of our board of directors from July 2013 until December 2021 and has served as our Director of Legal and Governance since April 2011. From 2003 to 2006, Mr. Aylwin worked for us as an advisor on governance and legal matters. Mr. Aylwin holds a degree in law from the Universidad de Chile and an LLM from the University of Notre Dame. Mr. Aylwin has extensive experience in the natural resources sector. Mr. Aylwin is also a partner at the law firm Aylwin, Mendoza, Luksic, Valencia Abogados in Santiago, Chile, where he represented mining, chemical and oil and gas companies in numerous transactions. From 2006 until 2011, he served as Lead Manager and General Counsel at BHP Billiton, Base Metals, where he was in charge of legal and corporate governance matters on BHP Billiton’s projects, operations and natural resource assets in South America, North America, Asia, Africa and Australia.

Augusto Zubillaga has served as our Chief Operating Officer since May 2015. He previously served in other management positions throughout the Company including as Operations Director, Argentina Director and Production Director. He is a petroleum engineer with more than 26 years of experience in production, engineering, well completions, corrosion control, reservoir management and field development. He has a degree in petroleum engineering from the Instituto Tecnológico de Buenos Aires. Prior to joining our company, Mr. Zubillaga worked for Petrolera Argentina San Jorge S.A. and Chevron San Jorge S.A. At Chevron San Jorge S.A., he led multi-disciplinary teams focused on improving production, costs and safety, and was the leader of the Asset Development Team, which was responsible for creating the field development plan and estimating and auditing the oil and gas reserves of the Trapial field in Argentina. Mr. Zubillaga was also part of a Chevron San Jorge S.A. team that was responsible for identifying business opportunities and working

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with the head office on the establishment of best business practices. He has authored several industry papers, including papers on electrical submersible pump optimization, corrosion control, water handling and intelligent production systems.

Rodolfo Martín Terrado joined GeoPark in August 2018. Mr. Terrado has more than 20 years of experience in asset development and operations. Prior to joining GeoPark, Mr. Terrado worked for Petrolera Argentina San Jorge and Chevron in different international operations, including in Argentina, the United States and Venezuela. Mr. Terrado previously led heavy oil operations in Venezuela assets and his prior responsibilities include waterflooding, CO2 flooding and unconventionals. Mr. Terrado holds a Petroleum Engineering degree from ITBA and an MBA from IAE in Argentina.

Adriana La Rotta has been our Director of Connections since November 2018. Ms. La Rotta is a communications professional and award-winning journalist with broad experience in Latin America, Asia, and the United States. For over six years she led the media relations strategy for the Americas Society/Council of the Americas, a New York-headquartered business organization whose members are international corporations representing a broad range of industries. Previously she was a TV reporter and anchor in her native Colombia and worked as a foreign correspondent in Brazil, the United States, Japan, and Hong Kong. She holds a BA in Journalism from Colombia’s Universidad Javeriana and a certificate in NGO Management from Temple University-Japan.

Marcela Vaca joined GeoPark as Director for Colombia in August 2012. She holds a degree in Law from Colombia’s Pontificia Universidad Javeriana, a master’s degree in Commercial Law from the same university and an LLM from Georgetown University. She served in the legal department of a number of companies in the mining and energy sector in Colombia. In 2000 Mrs. Vaca joined GHK Company Colombia leading the legal, social and environmental strategy for the development of the Guaduas field and the construction of its pipeline. Prior to joining our company, Mrs. Vaca served for nine years as the General Manager of the Hupecol Group, led the development of the Caracara field, the construction of the Jaguar–Santiago Pipeline and was also involved in the structuring of the company’s asset development, its financing and sales strategy.

Salvador Minniti has been our Director of Exploration since January 2012. He previously served as our Exploration Manager. He holds a bachelor degree in geology from National University of La Plata and has a graduate degree from the Argentine Oil and Gas Institute in oil geology. Mr. Minniti has more than 35 years of experience in oil exploration and has worked with YPF S.A., Petrolera Argentina San Jorge S.A. and Chevron Argentina.

Norma Yolanda Sanchez joined GeoPark in 2012, serving as Director of Social and Environment. She was awarded the degree of Social Worker from Universidad Industrial de Santander in Colombia, holds a master’s degree in Corporate Social Responsibility, Accounting and Social Audit from the University of Barcelona and holds a certification as Specialist in Process Management for Conflict Resolution and Negotiation at Scotwork Latinamerica. She has more than 25 years’ of experience in the industry. Before joining our company, she worked in Perenco Colombia Limited, Alange Energy Corp, Glencore, Petrobras and Ecopetrol.

Agustina Wisky has worked with our Company since it was founded in November 2002. She is currently our Director of Capacities and Culture and she previously has served in other management positions throughout the Company as Director of People and Director of Business Management. Mrs. Wisky is a public accountant, and also holds a degree in human resources from the Universidad Austral—IAE. She has more than 20 years of experience in the oil industry. Before joining our Company, Mrs. Wisky worked at AES Gener and PricewaterhouseCoopers.

Ignacio Mazariegos has served as our New Business Director since June 2019 and has been with our Company since November 2010. He previously served as Business Performance Director (from February 2018 through May 2019) and as Corporate Planning Manager (from February 2015 through January 2018). Mr. Mazariegos holds an Industrial Engineering degree and a Specialization in Oil and Gas Production from the Instituto Tecnológico de Buenos Aires (ITBA). Before joining our Company, Mr. Mazariegos worked at Esso Argentina.

Stacy Steimel joined GeoPark in February 2017 as our Shareholder Value Director. Ms. Steimel has more than 20 years of experience in the financial sector as Fund Manager and subsequently as regional CEO for PineBridge Investments, ex-AIG Investments in Latin America. Before AIG, Ms. Steimel held positions in the US Treasury Department and at the InterAmerican Development Bank. She holds an MBA from the Pontificia Universidad Católica de

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Chile, an MA in Latin American Studies from the University of Texas at Austin and a BA from the College of William and Mary.

CEO Succession and Management Transition Plan

Our board of directors announced on March 9, 2022, the implementation of its long-planned succession process and that James F. Park will be succeeded by Andres Ocampo as Chief Executive Officer, effective July 1, 2022. Beyond this transition period, Mr. Park will continue to serve as Vice Chairman of the board of directors and as advisor to the management team of the Company, and he will remain one of the largest shareholders of the Company.

As part of this transition, Ms. Veronica Davila, the Company’s current Commercial Director, will take over as Chief Financial Officer, effective July 1, 2022.

B.      Compensation

Senior management and director compensation

For the year ended December 31, 2021, we accrued US$6.1 million, in the aggregate, to the members of our board of directors (including our executive directors) for their services in all capacities. During this same period, we accrued US$5.7 million for salaries and other benefits and US$3.3 million as part of the accrual of the VCP, to the members of our senior management (excluding our executive directors) for their services in all capacities. An amount of US$0.6 million corresponds to the payment for bonus cash granted to the Company’s executive directors based on the Company’s performance in 2020. Our executive directors who receive performance bonuses are James F. Park and Pedro E. Aylwin Chiorrini due to their positions as Chief Executive Officer and Director of Legal and Governance, respectively.

James F. Park has entered into a service contract with the Company to act as Chief Executive Officer at an annual salary of US$800,000 and an annual overseas allowance of US$102,000 and received a bonus of US$400,000 for his 2020 performance (please see table below). In addition, Mr. Park, has a service contract as an expatriate with our Colombian subsidiary that grants him certain perquisites and benefits for a total annual amount of US$126,000.

Pedro E. Aylwin Chiorrini, who was appointed as an executive director in July 2013 until December 31, 2021, has entered into a service contract with the Company to act as Director of Legal and Governance, and as such has decided to forego his director fees. He received in 2021 a salary of US$392,000 and a bonus, for his 2020 performance, of US$230,000, for his services as a member of senior management.

Gerald E. O’Shaughnessy entered into a service contract with the Company to act as Chairman at an annual salary of US$400,000. In 2021, he received US$261,560 as compensation for his services rendered.

The following chart summarizes payments made to such directors for the year ended December 31, 2021:

(1)Chair of GeoPark's board until June 8, 2021. Ms. Sylvia Escovar Gomez is now the new Chair of the board.

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Bonus payments above were approved by the board of directors on March 10, 2021, as per recommendation of the Compensation Committee, and reflect cash payment made based on metrics and targets defined by the Compensation Committee and our performance in 2020, considering the impact of COVID-19 and oil price crisis. The service contract established a target bonus in an amount equal to the annual salary. Additionally, Mr. Park’s compensation includes an annual equity award with an aggregate value equal to one year of base salary with a three-year vesting period. Due to the

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foregoing, and based on the previous year’s average share price, Mr. Park was awarded 104,439 shares in 2018; 52,058 shares in 2019; 44,743 shares in 2020; 73,529 shares in 2021 and 58,360 shares in 2022.

The current annual fees paid to our non-executive directors correspond to US$80,000 to be settled in cash and US$100,000 to be settled in stock, paid quarterly in equal installments. In the event that a non-executive director serves as Chairman of any Board Committees, an additional annual fee of US$20,000 applies. A director who serves as a member of any Board Committees receives an annual fee of US$10,000. Total payment due shall be calculated on an aggregate basis for directors serving in more than one Committee. The Chairman fee is not added to the member’s fee while serving for the same Committee.

On March 10, 2021, the board of directors, as per recommendation of the Compensation Committee, approved an annual remuneration of US$50,000 to be settled in cash and paid quarterly in equal installments, to the Chair of the board in addition to the standard remuneration as a non-executive director, and to be paid pro-rata and effective as of the date of Ms. Escovar’s appointment.

The following chart summarizes payments made to our non-executive directors for the year ended December 31, 2021.

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Pension and retirement benefits

Our Chief Executive Officer is entitled to benefits under a supplemental executive retirement plan, which provides that on each anniversary thereof, the Company shall credit $0.4 million in an account for the benefit of our Chief Executive Officer.  The funds in the account will accrue interest at a rate of 5%.  The contributions to the retirement plan are made on an annual basis for as long as our Chief Executive Officer remains employed by the Company and until the aggregate amount under the plan equals US$2.2 million. As of December 31, 2021, the account had a balance for the benefit of our Chief Executive Officer of US$1.5 million.  We did not provide other pension, retirement or similar benefits to our senior management or board of directors in the year ended December 31, 2021.

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Employee Performance-Based and Long-Term Incentive Programs

GeoPark Limited 2018 Equity Incentive Plan

Given the expiration of our Stock Awards Plan on November 3, 2018, in December 2018, we adopted the 2018 Equity Incentive Plan (the “Plan”) to motivate and reward those participating employees, directors, consultants and advisors of our Group to perform at the highest level and to further the best interests of the Company and our shareholders. The Plan is designed as an omnibus plan, pursuant to which we may grant awards in the form of options, share appreciation rights, restricted shares, restricted stock units, performance awards, other share-based awards or other cash-based awards throughout the ten (10)-year term of the Plan. Subject to adjustments as set forth in the Plan, the maximum number of shares available for issuance under the Plan is 5,000,000 shares. The applicable award documentation will set forth the terms and conditions of the awards granted under the Plan, including, but not limited to, the vesting conditions and the effect on a termination of service or a change in control on awards.

The following table sets forth the common share awards granted to our employees under the Plan:

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During 2019, our board of directors approved the Value Creation Program (“VCP”) oriented to key management. As of December 31, 2021, the performance metrics were not achieved to execute this program and is not currently in place.

Currently, we have the following incentive equity programs in place under the Plan: the Stock Awards Program (“Stock Awards Program”) and the Long-Term Incentive Program (“LTIP”).

Stock Awards Program

In November 2019, our board of directors approved a share-based compensation program for approximately 800,000 shares to be granted in 2020. The main characteristics of the Stock Awards Programs are:

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On March 8, 2022, our board of directors approved a pool of approximately 215,000 shares oriented for retention of key employees and new hires bonuses, under the Stock Awards Program.

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Long-Term Incentive Program

In March 2022, our board of directors, as per recommendation of the Compensation Committee, approved a new Long-Term Incentive program oriented to senior management team. Main characteristics of the program are:

Our directors, senior management and employees who have received option awards or common share awards under the Equity Incentive Plan authorize the Company to deposit any common shares they have received under this Plan in our Employee Benefit Trust (“EBT”). The EBT is held to facilitate holdings and dispositions of those common shares by the participants thereof. For further details, see “–E. Share Ownership.”

Non-Executive Director Plan

In August 2014, our board of directors adopted the Non-Executive Director Plan in order to grant shares to non-executive directors as part of their compensation program for serving as directors. The Non-Executive Director Plan was amended and restated in October 2016, when additional 1,000,000 shares were registered as the maximum number of shares available to be issued under this plan. In accordance with the resolutions adopted by our board of directors on May 20, 2014, our non-executive directors are paid their quarterly fees in the form of equity awards granted under the Non-Executive Director Plan. Under the Non-Executive Director Plan, the compensation committee may award common shares, restricted share units and other share-based awards that may be denominated or payable in common shares or factors that influence the value of common shares.

Potential dilution resulting from Equity Incentive Compensation Plans

In accordance with the equity awards granted by the Company under its stock awards plan, as of December 31, 2021, there were approximately five hundred eighty four thousand outstanding shares that had been awarded but which had not yet vested, representing approximately 1% of the total issued share capital as of that date.

C.    Board practices

Overview

Directors are expected to provide stewardship in order to promote the long-term success of the Company. They are expected to fulfill their fiduciary duties and duty of care in the best interests of the Company, considering the various needs of its stakeholders (shareholders, employees, communities, suppliers and clients), providing advice to and oversight of management’s activities. Within its responsibilities, the board of directors oversees the company’s strategic goals; financial statements, control and risk management; core values, integrity and ethical standards; management and board remuneration and succession planning, among others.  On December 23, 2020, and as amended from time to time, the board of directors adopted our Corporate Governance Guidelines (available at the Company’s website) to further regulate and enhance the board’s corporate governance structures and processes.

Board composition

Our bye-laws and board resolutions provide that the board of directors consist of a minimum of three and a maximum of six members. All of our directors were elected at our annual shareholders’ meeting held on July 15, 2021. Their term

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expires on the date of our next annual shareholders’ meeting, to be held in 2022. The board of directors meets regularly throughout the year, at least on a quarterly basis.

Committees of our board of directors

Our board of directors has established an Audit Committee, a Compensation Committee, a Nomination and Corporate Governance Committee and a Strategy & Risk Committee. In addition, the board has created a Disclosure Committee composed of management members. The composition and responsibilities of each board committee are described below. The Nomination and Corporate Governance Committee annually considers and recommends to the board of directors the membership and the chair of each board committee. Our board of directors may establish other committees to assist with its responsibilities.

Audit Committee

The Audit Committee is currently composed of two independent directors.  The current members of the Audit Committee are Mr. Robert Bedingfield (who serves as Chairman of the committee) and Mr. Constantin Papadimitriou. Mr. Robert Bedingfield is regarded as audit committee financial expert. We have determined that Mr.  Robert Bedingfield and Mr. Constantin Papadimitriou are independent, as such term is defined under SEC rules applicable to foreign private issuers.

The main purposes of the Audit Committee, without prejudice of any additional objectives or functions foreseen in its charter, are to assist the board of directors in its oversight of: (i) the integrity of the Company’s financial statements and the company’s accounting and financial reporting processes and financial statement audits; (ii) the independent auditor’s performance, qualifications and independence; (iii) the Company’s compliance with legal and regulatory requirements and the company´s ethical standards; and (iv) the performance of the company´s internal audit function.

Compensation Committee

The Compensation Committee is currently composed of three independent directors. The current members of the compensation committee are Mr. Constantin Papadimitriou (who serves as Chairman of the committee), Mr. Robert Bedingfield and Mr. Somit Varma.

The main purposes of the Compensation Committee, without prejudice of any additional objectives or functions foreseen in its charter, are to (i) evaluate and recommend for approval by the independent members of the Board the remuneration, benefits and incentive compensation arrangements for the key executive officers of the Company; (ii) establish performance indicators against which the key executive officers of the Company will be evaluated; (iii) evaluate and review the identification, recruitment and succession planning for key officers of the Company; and (iv) review and recommend to the board of directors any changes to the remuneration of the non-executive directors of the Company.

Nomination and Corporate Governance Committee

The Nomination and Corporate Governance Committee is currently composed of three independent directors. The current members of the Nomination and Corporate Governance Committee are Mr. Somit Varma (who serves as Chairman of the committee since November 11, 2021), Ms. Sylvia Escovar and Mr. Robert Bedingfield.

The main purposes of the Nomination and Corporate Governance Committee, without prejudice of any additional objectives or functions foreseen in its charter, are to (i) review board succession planning, including identifying and selecting suitable board candidates in accordance with the criteria set forth in its charter and approved by the board of directors; (ii) review and recommend to the board of directors the membership and Chair of each board Committee; (iii) develop, review and monitor the Company’s corporate governance guidelines, processes and structures; and (iv) conduct and oversee the board of directors’ annual evaluation process.

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Strategy & Risk Committee

The Strategy & Risk Committee was created in December 2020, and is currently composed of three directors. The current members of the Strategy & Risk Committee are Mr. Somit Varma (who serves as Chairman of the committee), Mr. Constantin Papadimitriou and Mr. James F. Park.

The main purposes of the Strategy & Risk Committee, without prejudice of any additional objectives or functions foreseen in its charter, are to assist the board of directors in its oversight function of understanding the various key risks to which the Company is exposed and the interlink between the Company’s strategy and such risks.

Liability insurance

We maintain liability insurance coverage for all of our directors and officers, the level of which is reviewed annually.

D.    Employees

As of December 31, 2021, we had 463 employees, representing an increase of 5.9% from December 31, 2020.

The following table sets forth a breakdown of our employees by geographic segment for the periods indicated.

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From time to time, we also utilize the services of independent contractors to perform various field and other services as needed. As of December 31, 2021, 21 of our employees were represented by labor unions or covered by collective bargaining agreements. We believe that relations with our employees are satisfactory.

E.    Share ownership

As of March 12, 2022, members of our board of directors and our senior management held as a group 16,010,105 of our common shares and 26.7% of our outstanding share capital.

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The following table shows the share ownership of each member of our board of directors and senior management as of March 12, 2022.

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Certain members of our board of directors have, since the time of our initial public offering in the U.S., entered into certain pledges of Company securities in order to access some liquidity with respect to those shares and/or to diversify their holdings. On June 29, 2021, the board of directors, as per the recommendation of the Nomination and Corporate Governance Committee, revised its Insider Trading Policy with respect to securities pledging and prohibited employees and directors from pledging Company securities in any circumstance, including by purchasing Company securities on margin or holding Company securities in a margin account. In the event that an employee or director pledged any Company securities prior to June 29, 2021, and provided that any such pledges were made in compliance with the Insider Trading Policy of the Company effective at the time such securities were pledged, the employee or director must terminate any such arrangements by June 29, 2024.

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