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1.

To elect three Class II directors to a three-year term to serve until the 2027 annual stockholders meeting;

2.

To ratify the appointment of Ernst &Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and to authorize the Company’s Audit Committee of the Board of Directors to determine their remuneration;

3.

To provide a non-binding, advisory vote to approve named executive officer compensation;

4.

To approve, on a non-binding advisory basis, the frequency of holding future non-binding, advisory votes on named executive officer compensation;

5.

Vote on a stockholder proposal, if properly presented at the meeting; and

6.

To consider such other business as may properly come before the annual stockholders meeting.

Additional

information

Board

recommendation

Votes

required

for approval

PROPOSAL 1

To elect three Class II directors to a three-year term to serve until the 2027 annual stockholders meeting

Page 8

FOR

Majority of votes cast

PROPOSAL 2

To ratify the appointment of Ernst &Young LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and authorization of the Company’s Audit Committee of the Board of Directors to determine their remuneration

Page 27

FOR

Majority of votes cast

PROPOSAL 3

To provide a non-binding, advisory vote to approve named executive officer compensation

Page 30

FOR

Majority of votes cast

PROPOSAL 4

To approve, on a non-binding advisory basis, the frequency of holding future non-binding, advisory votes on named executive officer compensation

Page 65

EVERY YEAR

Majority of votes cast

PROPOSAL 5

Stockholder Proposal

Page 66

AGAINST

Majority of votes cast

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1.

The United Nations (U.N.) Sustainable Development Goals (SDGs)

2.

The U.N. Global Compact’s Ten Principles

3.

Task Force on Climate-related Financial Disclosures (TCFD) Recommendations

4.

The Sustainability Accounting Standards Board (SASB) Sustainability Disclosure Topics and Accounting Metrics for Oil & Gas Exploration & Production

What We Do

What We Don’t Do

✔ Pay-for-Performance—we align pay and performance by awarding a majority of the compensation paid to our executives in the form of “at-risk” performance-based compensation linked to Company and individual performance
 

✔ Balanced Short-Term and Long-Term Compensation—we grant compensation that discourages short-term risk taking at the expense of long-term results
 

✔ Independent Compensation Consultant—our Compensation Committee engages an independent compensation consultant
 

✔ Share Ownership Guidelines—our executive officers are subject to robust share ownership guidelines, further aligning their interests with our stockholders
 

✔ Compensation Recoupment Policies—we maintain a Financial Restatement Compensation Recoupment Policy and a Detrimental Conduct Compensation Recoupment Policy applicable to our executive officers
 

✔ Risk Mitigation—we have strong risk and control policies, we take risk management into account in making executive compensation decisions, and we perform an annual risk assessment of our executive compensation programs
 

✘ No Excise Tax Gross-Ups—we do not provide our executives with gross-ups for the excise tax that would be imposed on the executives under Section 4999 of the Internal Revenue Code, if they received “excess” payments and benefits in connection with a change in control
 

✘ No Special Executive Defined Benefit Retirement Programs—we do not provide special executive defined benefit retirement programs
 

✘ No Excessive Perquisites—consistent with our pay-for-performance philosophy, we do not provide our executives with excessive perquisites
 

✘ No Guaranteed Payouts—we do not grant cash or equity incentive compensation with guaranteed payouts
 

✘ No Hedging Shares—we do not permit our employees, including our named executive officers, to engage in hedging transactions in the Company’s securities, unless our General Counsel provides prior written authorization
 

✘ No Top-Up Share Grants—no additional issuance of equity awards to compensate for losses in value of outstanding equity awards

 

Adebayo (“Bayo”) O. Ogunlesi

Since 2006, Mr. Ogunlesi has been Chairman and CEO of Global Infrastructure Partners (“GIP”), a private equity firm that invests in infrastructure assets in the energy, transport and water sectors, in both OECD and select emerging market countries. Mr. Ogunlesi previously served as Executive Vice Chairman and Chief Client Officer of Credit Suisse’s Investment Banking Division with senior responsibility for Credit Suisse’s corporate and sovereign investment banking clients. From 2002 to 2004, he was Head of Credit Suisse’s Global Investment Banking Department. Mr. Ogunlesi is a Director of Top Golf Callaway Brands and the Goldman Sachs Group, Inc. Mr. Ogunlesi holds a Bachelor of Arts degree in Politics, Philosophy and Economics with First Class Honors from Oxford University, a Juris Doctor (magna cum laude) from Harvard Law School and a Master of Business Administration from Harvard Business School. From 1980 to 1981, he served as a Law Clerk to the Honorable Thurgood Marshall, Associate Justice of the United States Supreme Court. Mr. Ogunlesi served as a Director of our predecessor Kosmos Energy Holdings since 2004. For these reasons, we believe he is well qualified to serve on our Board.

 

Deanna L. Goodwin

Ms. Goodwin currently serves as a Director of Arcadis NV, where she also serves as Chair of the Audit Committee, and as a Director of Oceaneering International Inc., where she is a member of the Audit Committee. Ms. Goodwin served as President of the North America region of Technip, a global engineering, construction and services company specializing in supporting the energy industry, from 2013 to 2017. She served as Chief Operating Officer, Offshore North America at Technip from 2012 to 2013. Prior thereto, she served as Senior Vice President and Chief Financial Officer of Technip USA, Inc. Previously, Ms. Goodwin led the integration of the $1.3 billion acquisition of Global Industries by Technip. From 1993 to 2007, Ms. Goodwin served in various capacities for Veritas DGC, a leading provider of geophysical information and services to oil and gas companies worldwide, including President of the North and South America Region. Earlier in her career, Ms. Goodwin served as an Audit Manager at Price Waterhouse. Ms. Goodwin received her Bachelor of Commerce degree in Accounting from the University of Calgary in Canada and her Chartered Accountant designation from the Canadian Institute of Chartered Accountants. For these reasons, we believe she is well qualified to serve on our Board.

 

Sir John Grant

 

Sir John Grant was previously a member of the Advisory Council of Essar Oil (UK) Limited, a UK-focused downstream energy company, from July 2021 to November 2023, and served as Vice President of International Government Relations at Anadarko Petroleum Corporation from October 2016 until his retirement in 2019. Prior to that, he served as Executive Vice-President of Policy and Corporate Affairs at BG Group from 2009 to 2015 with responsibility for government affairs, corporate responsibility and communications. Before joining BG Group in 2009, he had served as President of BHP Billiton Europe since 2007. Prior to that he had been a member of the British Foreign Service from 1976 to 2007, holding posts in Stockholm, Moscow and Brussels, where he was the UK’s Permanent Representative to the European Union from 2003 to 2007. Mr. Grant has a degree in modern languages from Cambridge University. For these reasons, we believe he is well qualified to serve on our Board.

FOR

The Board recommends that stockholders vote “FOR” all the nominees for director.

If not otherwise specified, proxies will be voted “FOR” all the nominees for director.

 

Steven M. Sterin

Mr. Sterin currently serves on the Board of Directors of DuPont de Nemours, Inc. and is the Chair of its Audit Committee and a member of its Sustainability, Public Policy, Environment and Health and Safety Committee. Mr. Sterin was previously Co-Founder & President of G&S Energy Holdings, LLC, an independent energy company focused on the acquisition, safe operation and optimization of downstream and renewable energy assets in the U.S., from August 2021 to December 2022. He currently serves as a Senior External Advisor to McKinsey & Company, a role he also held from June 2019 until August 2021 before returning in April 2023. Mr. Sterin was most recently an Executive Vice President and the Chief Financial Officer of Andeavor & Andeavor Logistics from 2014 until the merger with Marathon Petroleum Company in October 2018. He served as President of Andeavor Logistics from 2017 to October 2018 and was a member of the Board of Directors for Andeavor Logistics GP, LLC from 2014 to 2018. Mr. Sterin was also responsible for Corporate Strategy & Business Development for both companies from 2016 to 2017. From 2007 to 2014, Mr. Sterin was the Senior Vice President and Chief Financial Officer for Celanese Corporation, a global technology and specialty material company. During his eleven years with Celanese, he served as Corporate Controller and Principal Accounting Officer as well as held other financial and business leadership roles. Prior to his tenure at Celanese, Mr. Sterin spent six years with Reichhold, Inc., a global chemical company, in a variety of financial positions, including Director of Tax and Treasury in the Netherlands, Global Treasurer and Vice President of Finance. Mr. Sterin’s career started with PriceWaterhouseCoopers. Mr. Sterin also has experience with technology and cyber security services. Mr. Sterin holds a Master’s degree in Professional Accounting and a Bachelor’s degree in Business Administration and Accounting, which he earned concurrently at the University of Texas at Austin. He is a Certified Public Accountant in Texas. For these reasons, we believe he is well qualified to serve on our Board.

 

J. Mike Stice

 

Mr. Stice currently is a Director of Marathon Petroleum Corporation, where he serves on the Audit Committee, the Corporate Governance and Nominating Committee and the Sustainability and Public Policy Committee, and is a Director of MPLX GP LLC. Mr. Stice is a professor at the University of Oklahoma and previously served as the Dean, Mewbourne College of Earth and Energy. Mr. Stice began his career in 1981 with Conoco, as an associate engineer. He held engineering positions of increasing responsibility prior to being named plant manager of Louisiana Gas System Inc. in 1987. In 1991, Mr. Stice was named district manager for the Oklahoma district. He was appointed managing director of Conoco Australia Pty. Ltd. in 1995 and president, Conoco Asia Pacific Ltd. in 1997. Mr. Stice was promoted to president of Conoco Energy Solutions in 2001 and president of ConocoPhillips Qatar in 2003. In 2008, Mr. Stice was named president and chief operating officer of Chesapeake Midstream Development, L.P., a wholly owned subsidiary of Chesapeake Energy Corporation, and senior vice president of natural gas projects for Chesapeake. In 2009, he was named chief executive officer of Chesapeake Midstream Partners, L.P. Mr. Stice was designated a director of Chesapeake Midstream Partners, which changed its name to Access Midstream in 2012. He continued as chief executive officer until his retirement in 2014. Mr. Stice served as Dean, Mewbourne College of Earth and Energy at the University of Oklahoma since August 2015 and assumed his current position in January 2023. He is a former director of MarkWest Energy Partners, L.P. and Spartan Acquisition III Corp.. Mr. Stice holds a bachelor’s degree in chemical engineering from the University of Oklahoma, a master’s degree in business from Stanford University, and a doctorate in education from The George Washington University. For these reasons, we believe he is well qualified to serve on our Board.

 

Roy A. Franklin

 

Mr. Franklin currently serves as Chair of the international energy services group, Wood plc (“Wood”). In Mr. Franklin’s current role at Wood, he has overseen the company’s strategic positioning for the energy transition, broadening the company’s core activities from oilfield services to sustainable energy infrastructure, delivering solutions for a net-zero future. Wood is recognized as a sector leader in ESG matters and Mr. Franklin’s experience in this area is invaluable to Kosmos as it continues to navigate the energy transition. Mr. Franklin was also on the Board of Directors of Energean plc from October 2021 to November 2023. He was previously the Chairman of Premier Oil plc, a UK-based independent oil and gas exploration company, from 2017 until its acquisition in 2021, the Chairman of privately-held Energean Israel Ltd from 2017 to 2021, and the Deputy Chairman of Equinor A/S from 2015 until 2019. In addition to those listed above, he has served on the boards of a number of other international companies in non-executive roles, including Kerogen Capital LLC from 2011 to 2021, Statoil A/S from 2007 until 2013, Santos Ltd from 2006 until 2017, Keller Group plc from 2007 until 2016, and Amec Foster Wheeler Plc from 2016 until 2017 when it was acquired by Wood. Mr. Franklin began his career at BP where he spent 18 years in roles of increasing responsibility. He then joined Clyde Petroleum plc as Group Managing Director and served as CEO of Paladin Resources plc from 1997 until its acquisition by Talisman Energy in 2005. In 2004 he was awarded the Order of the British Empire, and in 2006 the Petroleum Group Medal of the Geological Society of London, both in recognition of his services to the UK oil and gas industry. Mr. Franklin earned his Bachelor of Science in Geology in 1973 from the University of Southampton, UK. For these reasons, we believe he is well qualified to serve on our Board.

 

Andrew G. Inglis

 

Mr. Inglis has served as our Chairman and Chief Executive Officer since March 1, 2014. Mr. Inglis joined Kosmos from Petrofac Ltd., a leading provider of oilfield services to the international oil and gas industry, principally engaged in the design of oil and gas infrastructure, the operation, maintenance and management of oil and gas assets and the training of personnel on a worldwide basis. At Petrofac, Mr. Inglis held the position of Chief Executive, Integrated Energy Services and was a member of the Petrofac board of directors. Prior to joining Petrofac in January 2011, Mr. Inglis served BP p.l.c for 30 years in a number of positions, including most recently as Executive Director on the BP board of directors from 2007 to 2010 and as Executive Vice President and Deputy Chief Executive of exploration and production from 2004 to 2007. Mr. Inglis received a Master’s degree in Engineering from Pembroke College, Cambridge University. He is a Chartered Mechanical Engineer, a Fellow of the Institution of Mechanical Engineers and a Fellow of the Royal Academy of Engineering. For these reasons, we believe he is well qualified to serve on our Board.

 

Maria Moræus Hanssen

 

Ms. Maria Moræus Hanssen has been an independent director of SLB since 2020 and serves on the Compensation Committee, the Nominating & Governance Committee, and as Chair of the New Energy and Innovation Committee. She has also served on the board of Scandinavian public company Scatec ASA since April 2020, and she previously served on the board of Scandinavian public company Alfa Laval AB from April 2019 to April 2023. She previously served as deputy chief executive officer and chief operating officer of Wintershall Dea GmbH, a German-based oil and gas producer, from May 2019 to December 2019, following the merger between DEA Deutsche Erdoel AG (DEA) and Wintershall Holding GmbH. Prior to that, she served as chief executive officer of DEA and as chair of its management board from January 2018 until April 2019. Before joining DEA, she served as chief executive officer of ENGIE E&P International SA and as head of the E&P business unit for the ENGIE Group in Paris from 2015 to 2017. Ms. Moræus Hanssen served in various management and operations roles at Aker from 2008 to 2013, Statoil (now Equinor) from 2007 to 2008, and Norsk Hydro from 1992 to 2007, and also serves in director and chair roles on various private company, municipal and non-profit boards. She previously served as deputy chairman and audit committee chair of Yara International ASA from 2015 to May 2019. Ms. Moræus Hanssen has a Master of Petroleum Engineering from the Norwegian University of Science and Technology, a Master of Petroleum Economics from IFP School and a corporate director certificate from Harvard Business School (2021). For these reasons, we believe she is well qualified to serve on our Board.

Director

Audit

Committee

Compensation

Committee

Health, Safety,

Environment and

Sustainability Committee

Nominating and Corporate

Governance

Committee

Andrew G. Inglis

Roy A. Franklin

Member

Chair

Deanna L. Goodwin

Member

Chair

Adebayo O. Ogunlesi

Chair

Steven M. Sterin

Chair

Member

Maria Moræus Hanssen

Member

Member

J. Mike Stice

Member

Member

Sir John Grant

Member

Member

Financial Expert

Audit Committee

The Audit Committee is a separately designated standing Committee of the Board established in accordance with Section 3(a)(58)(A) of the Exchange Act.
 
Membership:
 

 ■ Our Board has determined that all members are independent directors as

defined by the NYSE rules and Rule 10A-3 of the Exchange Act.
 

 ■ Our Board has determined that all of the members are financially literate.
 

 ■ Our Board has determined that each of Mr. Sterin, Mr. Stice and Ms. Moræus Hanssen is an “audit committee financial expert” as

described in Item 407(d)(5) of Regulation S-K.
 
Primary Responsibilities:
 

 ■ Recommend, through the Board, to the stockholders on the appointment

and termination of our independent auditors;
 

 ■ Review the proposed scope and results of the independent auditors’

audit;
 

 ■ Review and approve the independent auditors’ audit and non-audit

services rendered;
 

 ■ Approve the audit fees to be paid (subject to authorization by our

stockholders to do so);
 

 ■ Review accounting and financial controls with the independent auditors

and our financial and accounting staff;
 

 ■ Recognize and prevent prohibited non-audit services;
 

 ■ Establish procedures for complaints received by us regarding accounting

matters;
 

 ■ Oversee internal audit functions;
 

 ■ Oversee the resource and reserve process, including the external

reporting of resource and reserve information;
 

 ■ Review and approve the report of the Audit Committee that SEC rules

require to be included in this Proxy Statement; and
 

 ■ Oversee information and cybersecurity risks, including receiving updates from company executives on information security matters at least

quarterly and more often as necessary.
 
The Audit Committee Charter:
 

 ■ Was approved by the Board on May 9, 2011 (as amended on April 3, 2012 and further updated on May 2, 2019, on June 10, 2020 and on

December 5, 2023) and is reviewed annually; and
 

 ■ Is available under the Corporate Governance link on the Investors’ page of our website at www.kosmosenergy.com. The information on our

website is not incorporated by reference into this Proxy Statement.
 
The Report of the Audit Committee is set forth on page 29 of this Proxy Statement.

Members:

Compensation Committee

The Compensation Committee is a separately designated standing Committee of the Board established in accordance with Section 3(a)(58)(A) of the Exchange Act.
 
Membership:
 

 ■ Our Board has determined that all members are independent directors as defined by the NYSE rules and Rule 10A-3 of the Exchange Act and qualify as “non-employee directors” for purposes of Rule 16b-3 under the

Exchange Act.
 
Compensation Committee Interlocks:
 

 ■ No member of the Compensation Committee has been at any time an employee or an officer of ours. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of

our Board or Compensation Committee.
 
Primary Responsibilities:
 

 ■ Review and approve the compensation arrangements for our executive

officers, including the compensation for our Chief Executive Officer;
 

 ■ Review and approve compensation for our directors;
 

 ■ Periodically review, in consultation with our Chief Executive Officer, our

management succession planning;
 

 ■ Review and evaluate our executive compensation and benefits policies generally, including review and recommendation of any incentive

compensation and equity-based plans;
 

 ■ Prepare the report of the Compensation Committee that SEC rules require to be included in the Proxy Statement or Annual Report on Form 10-K, review and discuss the Company’s Compensation Discussion and Analysis with management and provide a recommendation to the Company’s Board regarding the inclusion of the Compensation

Discussion and Analysis in the Proxy Statement or Form 10-K;
 

 ■ Retain and terminate any advisors, including any compensation consultants, and approve any such advisors’ fees and other retention

terms; and
 

 ■ Delegate its authority to subcommittees or the Chair of the Committee

when it deems it appropriate and in the best interests of the Company.
 
The Compensation Committee Charter:
 

 ■ Was approved by the Board on May 9, 2011 and is reviewed periodically; and

 

 ■ Is available under the Corporate Governance link on the Investors’ page of our website at www.kosmosenergy.com. The information on our

website is not incorporated by reference into this Proxy Statement.
 
The report of the Compensation Committee is set forth on page 49 of this Proxy Statement.

Members:

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is a separately designated standing Committee of the Board established in accordance with Section 3(a)(58)(A) of the Exchange Act.
 
Membership:
 

 ■ Our Board has determined that all members are independent directors as

defined by the NYSE rules and Rule 10A-3 of the Exchange Act.
 
Primary Responsibilities:
 

 ■ Identify and nominate members for election to the Board;
 

 ■ Review and approve transactions between us and our directors, officers

and affiliates;
 

 ■ Develop and recommend to the Board a set of corporate governance

principles applicable to the Company; and
 

 ■ Oversee the evaluation of the Board.
 
The Nominating and Corporate Governance Committee Charter:
 

 ■ Was approved by the Board on May 9, 2011 and is reviewed periodically; and

 

 ■ Is available under the Corporate Governance link on the Investors’ page of our website at www.kosmosenergy.com. The information on our

website is not incorporated by reference into this Proxy Statement.

Members:

Health, Safety, Environment and Sustainability Committee

Membership:
 

defined by the NYSE rules and Rule 10A-3 of the Exchange Act.
 
Primary Responsibilities:
 

   ■ Review and approve the Company’s annual Sustainability Report.
 
The Health, Safety, Environment and Sustainability Committee Charter:
 

Members:

Name

Fees Earned or Paid

in Cash ($)⁽¹⁾

Stock Awards

($)⁽²⁾

All Other

Compensation ($)

Total ($)

Roy A. Franklin

170,000

—

Deanna L. Goodwin

100,000

170,000

—

270,000

Adebayo O. Ogunlesi

100,000

170,000

—

270,000

Steven M. Sterin

125,000

170,000

—

295,000

Maria Moræus Hanssen⁽³⁾

—

J. Mike Stice⁽⁴⁾

—

Sir John Grant⁽⁵⁾

—

Sir Richard Dearlove⁽⁶⁾

—

(1)

Each of our non-employee directors is entitled to (i) an annual cash retainer for service on the Board and (ii) an additional cash retainer if the director chairs a Board committee, in each case, paid quarterly and, if applicable, prorated for the portion of the year that the director serves on the Board or committee. The table below sets forth the annualized cash retainers for the period from January 1, 2023 to December 31, 2023.

Type of Retainer

Retainer

(Annualized) ($)

Board Member

75,000

Audit Committee Chair

50,000

Compensation Committee Chair

25,000

Nominating and Corporate Governance Committee Chair

50,000

Health, Safety, Environment and Sustainability Committee Chair

25,000

(2)

Each non-employee director is entitled to receive an annual equity award retainer in the form of service-vesting restricted share units (“RSUs”) granted under our Long Term Incentive Plan with an annual grant date value of $170,000. These grants are made annually on the date of our annual stockholders meeting (or, for new directors who begin serving on the Board on a different date, on such date with a pro-rated grant date value for the partial year of service). The amounts in this column reflect the aggregate grant date fair values of such RSUs, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The actual value, if any, realized by our non-employee directors for these awards is a function of the value of the shares if and when they vest. For additional information on how we account for equity-based compensation, see Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023.

(3)

For Ms. Moræus Hanssen, the amounts for fees earned or paid in cash included in this table for 2023 were prorated to reflect her appointment to the Board, effective as of April 25, 2023. In connection with her appointment to the Board, Ms. Moræus Hanssen was also granted a pro-rated equity award on April 25, 2023 with a grant date value of $20,493 that vested on June 7, 2023.

(4)

For Mr. Stice, the amounts for fees earned or paid in cash included in this table for 2023 were prorated to reflect his appointment to the Board, effective as of April 25, 2023. In connection with his appointment to the Board, Mr. Stice was also granted a pro-rated equity award on April 25, 2023 with a grant date value of $20,493 that vested on June 7, 2023.

(5)

For Sir John Grant, the amounts for fees earned or paid in cash included in this table for 2023 were prorated to reflect his appointment to the Board, effective as of April 25, 2023. In connection with his appointment to the Board, Sir John Grant was also granted a pro-rated equity award on April 25, 2023 with a grant date value of $20,493 that vested on June 7, 2023.

(6)

Sir Richard Dearlove did not stand for re-election to the Board at the 2023 Annual Shareholder Meeting and his service ended at that time.

Name

Total RSUs

(#)

Roy A. Franklin

24,964

Deanna L. Goodwin

24,964

Adebayo O. Ogunlesi

24,964

Steven M. Sterin

24,964

Maria Moræus Hanssen

24,964

J. Mike Stice

24,964

Sir John Grant

24,964

Name of Beneficial Owner

Number of Shares

Beneficially

Owned⁽¹⁾

Percentage of

Shares

Beneficially

Owned

Named Executive Officers

Andrew G. Inglis

Neal D. Shah

Christopher J. Ball

Richard R. Clark⁽²⁾

Jason E. Doughty

Directors

Roy A. Franklin

Deanna L. Goodwin

Adebayo O. Ogunlesi

Steven M. Sterin

Maria Moræus Hanssen

J. Mike Stice

Sir John Grant

All directors, nominees and executive officers as a group (12 individuals)

Five Percent Stockholders

FMR LLC⁽³⁾

59,523,632

12.62%

BlackRock, Inc.⁽⁴⁾

Vaughan Nelson Investment Management, L.P.⁽⁵⁾

*

Less than one percent.

(1)

Excludes restricted share units held by each of our executive officers (including our named executive officers) and directors.

(2)

Mr. Clark retired from the Company, effective January 31, 2024. At the time of his retirement, he owned 1,371,745 shares.

(3)

Based on a Schedule 13G/A filed on February 9, 2024, FMR LLC (“FMR”) exercises sole voting power over 53,939,609 shares and sole dispositive power over 59,523,632 shares. FMR’s beneficial ownership reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR, certain of its subsidiaries and affiliates, and other companies. The address for FMR is 245 Summer Street, Boston, Massachusetts 02210.

(4)

Based on a Schedule 13G/A filed on March 7, 2024, BlackRock, Inc. (“BlackRock”) exercises sole voting power over 48,006,090 shares and sole dispositive power over 48,516,956 shares. The address for BlackRock is 50 Hudson Yards, New York, New York 10001.

(5)

Based on a Schedule 13G/A filed on January 26, 2024, Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”) exercises sole voting power over 13,557,968 shares, sole dispositive power over 20,315,468 shares and shared dispositive power over 6,201,792 shares. Vaughan Nelson’s beneficial ownership reflects securities beneficially owned, or that may be deemed to be beneficially owned, by Vaughan Nelson Investment Management, Inc., as general partner of Vaughan Nelson. The address for Vaughan Nelson is 600 Travis Street, Suite 3800, Houston, Texas 77002.

2022

2023

Audit fees

$2,092,207

$2,129,988

Audit-related fees

$157,000

$184,599

Tax fees

$180,527

$409,985

All other fees

$252,774

$371,939

Total fees

$2,682,508

$3,096,511

FOR

The Board recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and to authorize the Audit Committee to determine their remuneration. If not otherwise specified, proxies will be voted “FOR” Proposal 2.

FOR

The Board recommends a vote “FOR” the approval of the compensation of our named executive officers as disclosed in this Proxy Statement. If not otherwise specified, proxies will be voted “FOR” Proposal 3.

Andrew G. Inglis

Chairman and Chief Executive Officer

Age: 65

Mr. Inglis has served as our Chairman and Chief Executive Officer since March 1, 2014. Mr. Inglis joined Kosmos from Petrofac Ltd., a leading provider of oilfield services to the international oil and gas industry, principally engaged in the design of oil and gas infrastructure, the operation, maintenance and management of oil and gas assets and the training of personnel on a worldwide basis. At Petrofac, Mr. Inglis held the position of Chief Executive, Integrated Energy Services and was a member of the Petrofac board of directors. Prior to joining Petrofac in January 2011, Mr. Inglis served BP p.l.c for 30 years in a number of positions, including most recently as Executive Director on the BP board of directors from 2007 to 2010 and as Executive Vice President and Deputy Chief Executive of exploration and production from 2004 to 2007. Mr. Inglis received a Master’s degree in Engineering from Pembroke College, Cambridge University. He is a Chartered Mechanical Engineer, a Fellow of the Institution of Mechanical Engineers and a Fellow of the Royal Academy of Engineering.

Neal D. Shah

Senior Vice President and Chief Financial Officer

Age: 39

Mr. Shah became Chief Financial Officer in May 2020. As Deputy Chief Financial Officer from November 2019 to May 2020, Mr. Shah led finance, treasury, investor relations, information technology and internal audit for the Company. He joined Kosmos in 2010, serving in a series of roles of increasing responsibility in finance, treasury, investor relations and international operations as head of the Equatorial Guinea business unit. Before Kosmos, Mr. Shah was an investment banker at Morgan Stanley assisting oil and gas companies. Mr. Shah earned his bachelor’s degree with honors in finance from the University of Texas at Austin.

Richard R. Clark

Senior Vice President and Head of Gulf of Mexico Business Unit

Age: 68

Mr. Clark became our Senior Vice President and Head of Gulf of Mexico Business Unit on September 14, 2018, upon the closing of the Deep Gulf Energy (“DGE”) Transaction. Mr. Clark was a founder of DGE and served as its President until its acquisition. More than 20 of his 36 years in the energy business have been focused in the deepwater Gulf of Mexico. In 1996, he was one of the founders of Mariner Energy, Inc., serving as Executive Vice President and a board member until 2004. Mr. Clark has a Mechanical Engineering degree from the University of Tennessee at Chattanooga. He launched his career at Shell Offshore in 1979.

 

 

Mr. Clark retired from the Company in January 2024.

Christopher J. Ball

Senior Vice President and Chief Commercial Officer

Age: 56

Mr. Ball became our Chief Commercial Officer effective October 1, 2018 and has served as our Senior Vice President, Planning and Business Development since August 2013. Mr. Ball joined Kosmos in July 2013 after serving as Vice President, Business Development for the upstream unit of Mubadala Development Company PJSC, a company based in Abu Dhabi, United Arab Emirates. Previously, he was Senior Vice President of Occidental Development Company and President and General Manager of Occidental Middle East Development Company, where he was responsible for business development activities in the Caspian, the Middle East, and North Africa. During his tenure at Occidental, Mr. Ball led and facilitated numerous successful new business activities including the company’s acquisition of concessions in Angola, Nigeria, and Suriname. He also worked in the commercial and mergers and acquisitions arena at Texaco in Houston, London, and New York and in upstream asset development and management at Amoco Corporation in London. Mr. Ball earned a Bachelor of Science degree in Mechanical Engineering from Brunel University in London.

Jason E. Doughty

Senior Vice President and General Counsel

Age: 59

Mr. Doughty has served as our General Counsel since September 2011. Mr. Doughty spent more than 11 years with ConocoPhillips in various leadership roles, including serving as Deputy General Counsel, Americas Exploration and Production. During his tenure with ConocoPhillips, he was responsible for the company’s commercial litigation and international arbitration efforts, the Lower 48 and Latin America E&P legal group and the Indonesia legal group. Previously, Mr. Doughty was an attorney with ExxonMobil in Houston and a commercial litigation attorney in private practice in Santa Fe, New Mexico. He earned a Juris Doctor from the University of Houston Law Center, a Master’s degree in Business Administration from the University of Texas at Austin and a Bachelor of Science in Finance from Louisiana Tech University. He is a member of the State Bar of Texas.

Ronald W. Glass

Vice President and Chief Accounting Officer

Age: 46

Mr. Glass has served as our Vice President and Chief Accounting Officer since November 2019. Mr. Glass served as our Controller from July 2015 to November 2019. Prior to that, he served as the Company’s SEC Director since 2011. Mr. Glass worked in the Audit practice at KPMG LLP for over nine years prior to joining the Company. He has extensive experience in the oil and gas industry, including initial public offerings, mergers and acquisitions and various other capital market transactions. He earned a Bachelor of Arts degree from Ouachita Baptist University and is a Certified Public Accountant.

Name

Title

Andrew G. Inglis

Chairman and Chief Executive Officer

Neal D. Shah

Senior Vice President and Chief Financial Officer

Christopher J. Ball

Senior Vice President and Chief Commercial Officer

Richard R. Clark

Senior Vice President and Head of Gulf of Mexico Business Unit

Jason E. Doughty

Senior Vice President and General Counsel

Element

Objective and Basis

Variable

Compensation

Equity incentive awards

Link interests of executive officers and stockholders, as the ultimate value realized depends on share price performance over the long term.

Require comparable or superior share performance relative to industry peers.

Encourage retention due to the multi-year service condition.

Annual cash bonus

Motivate and reward Company and individual performance for the year.

Tie bonus amounts payable to our named executive officers to the Compensation Committee’s quantitative and qualitative assessment of the achievement of “key performance indicators”, general Company performance and individual performance goals.

Fixed

Compensation

Base salary

Competitive for each role, taking into account experience and level of responsibility in companies of similar size, complexity and stage of development.

A basic fixed component, which comprises a relatively modest portion of overall compensation.

Retirement Plans

We do not provide any supplemental executive defined benefit retirement plans.

Our executive officers are eligible to participate in our 401(k) plan on the same basis as our employees generally.

Employee Benefits

Health and Welfare Benefits

Our named executive officers (along with other employees at the level of Vice President and above) are entitled to the same health and welfare benefits during employment that are offered to U.S.-based employees generally, except that they are also entitled to executive long-term care, executive supplemental disability income insurance, up to $5,000 reimbursement for financial planning services and payment of premiums for executive life insurance. Our Senior Vice Presidents and above (which includes our named executive officers) are also entitled to annual executive physicals.

Relative TSR (Ranking)

Performance Goal Attainment

1^st (highest)

200%

2^nd highest

3^rd highest – 3^rd lowest (“Middle Zone”)

2^nd lowest

Lowest

*

If Kosmos’ TSR ranking is in the “Middle Zone”, the percentage at which the performance goal will be deemed attained will be interpolated for performance between 25% and 175% based on the proportional position of Kosmos’ TSR between the TSR of the performance peer company with the 2^nd highest ranking and the TSR of the performance peer company with the 2^nd lowest ranking. If there are less than four performance peer companies on the last day of the performance period, the Compensation Committee will make such adjustments to the composition of the Middle Zone as it deems necessary or appropriate.

2023 PSUs: Performance Peer Companies

Africa Oil Corp.

Aker BP ASA

Capricorn Energy plc

Energean plc

Genel Energy plc

Harbour Energy Plc

Murphy Oil Corporation

Talos Energy Inc.

Tullow Oil plc

2023 Key Performance Indicators

KPI

Level of

Achievement

Commentary

Building a Sustainable Business – ESG Goals

(Total Weighting 20%)

Zero anticorruption violations

Achieved

Zero anticorruption violations and continued to satisfy anticorruption compliance requirements via proactive diligence and training, and constant compliance vigilance.

Deliver Health, Safety, Environment and Sustainability (HSES) plan targets

Achieved

Delivered all five HSES plan targets.

Further establish Kosmos credentials as a leader in sustainability through enhanced transparency and clear targets
 

■ Publish a TCFD-aligned Sustainability Report in 1H 2023
 

■ Operated and Non-Operated Scope 1 and 2 emissions
 

 ■ Further extend Operated Scope 1 and 2 neutrality through ongoing operational improvements and high-quality offsets.
 
 

 ■ Disclosure and assurance of equity emissions for our non-operated activities and the setting of an intensity target to reduce equity emissions.
 
Remain on track to eliminate routine flaring in Ghana and Equatorial Guinea in 2025 and 2026 respectively

Achieved

2022 TCFD-aligned Sustainability Report published in May 2023.

 

Further extended Operated Scope 1 and 2 neutrality through continued evaluation of operational improvements and entered into a contract for offsets from clean cookstoves in Ghana

 

2022 Scope 1 equity emissions assured and disclosed in 2022 Sustainability Report, along with new equity emissions reduction target

 

Equipment installed at TEN FPSO, offshore Ghana, during July 2023 shutdown helped reduce average daily flare volumes, and successful gas spiking trial at Ceiba Field, offshore Equatorial Guinea, demonstrated gas use alternative to flaring.

Enhance the well-being and engagement of our staff (as measured through the Work Force survey)

Achieved

​Improved the well-being and engagement of our staff as evidenced by our annual Work Force survey scores for these areas.

Result 20%

Deliver Operational Milestones

(Total Weighting 50%)

Ghana Business

Unit

Deliver Jubilee South East (JSE) development project on-time and on-budget (with three wells online by 3Q 2023) and gross production > 100 Mbopd in 2H 2023

Partially

Achieved

Successfully delivered the JSE project with first oil achieved in mid-2023 and field production increased to ~100 Mbopd; however, subsequent water injection issues were encountered, which resulted in lower than forecasted oil production.

Deliver redefined TEN Plan with approval of the Plan of Development (PoD) for expansion project with associated Gas Sales Agreement (GSA)

Partially

Achieved

While engagement continues with Government of Ghana, the amended TEN PoD has not been approved. An interim GSA was secured through May 2024, which allows for ongoing gas revenue.

Gulf of Mexico

Business Unit

Ensure Odd Job Subsea Pump project remains on-time and on-budget for completion in 2H 2024

Achieved

Odd Job Subsea Pump project remains on time and on budget for completion in 2H 2024.

Ensure Winterfell development remains on-time and on-budget to deliver first production around end 1Q 2024

Achieved

Beacon completed Winterfell #1 as a Horizontal-Open-Hole-Gravel packed completion and flow tested well at planned target rates; Beacon commenced Winterfell #2 drilling operations on November 11, 2023.

Drill Tiberius well safely and on-budget

Achieved

Tiberius well was drilled safely; announced as an oil discovery with ~75 meters of net oil pay (~250 ft).

High-grade two infrastructure-led exploration (ILX) prospects for drill-readiness in 2024 with >100 MMboe aggregate gross resources

Achieved

Trailblazer prospect (estimated >200 Mmboe gross resources) high graded but deferred until 2025.

Equatorial

Guinea

Business Unit

Maximize production and increase reliability through the optimization program, including stimulations and capital-efficient facilities upgrades

Achieved

Maximized production performance and reliability with high facilities uptime from both fields.

Ensure safe and on-budget Okume and Ceiba infill drilling program beginning in 4Q 2023

Achieved

Drilling rig arrived in country in October 2023 and completed one production well workover in December.

Mauritania/Senegal

Business Unit

Ensure Greater Tortue Ahmeyim (GTA) Phase 1 remains on time to deliver first LNG around year end 2023 and manage costs to budget

Not

Achieved

First gas now targeted in 3Q 2024, due to unplanned issues with original subsea contractor and FPSO delivery.

Finalize GTA Phase 2 optimization work with the Operator to enable the commencement of FEED in 2023

Not Achieved

Phase 2 concept selection made in February 2023, with partnership agreeing to optimize a Gravity-Based Structure concept. Further progress on Phase 2 deferred pending start-up of Phase 1.

Progress one operated gas project outside Tortue (BirAllah, Yakaar|Teranga) to define next M|S LNG growth wedge

Achieved

Secured operatorship of Yakaar|Teranga in November 2023 and progressed concept optimization with the partnership.

​

Result 36%

Manage Costs

(Total Weighting 10%)

Net Cash General and Administrative (G&A)⁽¹⁾ expense of $71 million

Achieved

Net Cash G&A⁽¹⁾ of $57 million.

Total Capital Expenditure (CapEx) of $730 million with an additional $40 million budgeted for uncertainties

Not

Achieved

Total CapEx of $850 million. Increase largely due to lack of attractive drilling rig farm-out options in Ghana and accelerated inventory delivery related to EG infill drilling program.

Result 5%

Deliver 2023 Corporate Targets and Maintain Long Term Financial Liquidity

(Total Weighting 15%)

Deliver production target of 66-71 Mboepd⁽²⁾ and corresponding EBITDAX⁽³⁾ of $1,300 – 1,400 million⁽²⁾ at $75/bbl Brent

Not

Achieved

Delivered 2023 production of 62.8 Mboepd⁽²⁾ and EBITDAX⁽³⁾ of $1,238 million⁽²⁾.

Deliver positive free cash flow (FCF)⁽⁴⁾ at $75/bbl Brent

Not

Achieved

Did not deliver positive FCF due to fewer cargos from Ghana than expected in 2023.

Maintain long-term financial strength through continuing a disciplined hedging program

Achieved

10.0 MMBbls hedged through 2024 at attractive prices; Capital structure simplified ahead of anticipated refinancing of the Reserves Based Lending Facility in 2024.

Result 5%

Accelerate Strategic Delivery

(Total Weighting 5%)

Mature accretive M&A opportunities that accelerate strategic delivery, specifically an additional operated gas project outside M|S

Achieved

Ongoing evaluation of M&A opportunities continued.

Result 5%

TOTAL: 71%

(1)

“Net Cash G&A” is a non-GAAP financial measure that represents G&A excluding non-cash equity-based compensation expense.

(2)

Excluding impact of acquisitions.

(3)

“EBITDAX” is defined in the Company’s 2023 Annual Report on Form 10-K.

(4)

“Free Cash Flow” is a non-GAAP financial measure that represents net cash provided by operating activities less Oil and gas assets, Other property, and certain other items that may affect the comparability of results and excludes non-recurring activity such as acquisitions, divestitures and National Oil Company (“NOC”) financing. NOC financing refers to the amounts funded by Kosmos under the Carry Advance Agreements that the Company has in place with the national oil companies of each of Mauritania and Senegal related to the financing of the respective national oil companies’ share of certain development costs at Greater Tortue Ahmeyim.

Name

Target Bonus

Opportunity (as

% of Base Salary)

Target Bonus

Opportunity ($)

Maximum Bonus

Opportunity ($)(1)

Actual 2023

Bonus ($)

Andrew G. Inglis

100%

1,127,986

2,255,972

Neal D. Shah

100%

Christopher J. Ball

100%

1,393,798

Richard R. Clark

100%

1,027,298

Jason E. Doughty

(1)

The amounts in this column represent 200% of each named executive officer’s target bonus opportunity.

Name

2022 Base Salary

2023 Base Salary

($)

($)

Mr. Inglis

1,074,272

1,127,986

Mr. Shah

Mr. Ball

Mr. Clark

Mr. Doughty

Respectfully submitted by the Compensation Committee of the Board,

Adebayo (“Bayo”) O. Ogunlesi, Chair

Deanna L. Goodwin

Steven M. Sterin

Name and Principal Position

Year

Salary

($)⁽¹⁾

Bonus

($)

Non-Equity

Incentive

Compensation

($)⁽²⁾

Stock

Awards

($)⁽³⁾

All Other

Compensation

($)⁽⁴⁾

Total

($)

Andrew G. Inglis

Chairman and Chief Executive Officer

2023

1,127,986

—

2022

—

4,859,920

2021

—

1,500,000

3,658,925

50,993

Neal D. Shah

Senior Vice President and Chief

Financial Officer

2023

—

4,203,583

2022

—

2,733,705

2021

—

34,799

Christopher J. Ball

Senior Vice President and Chief Commercial Officer

2023

—

3,238,665

48,254

2022

—

2,490,709

42,846

2021

—

Richard Clark

Senior Vice President and Head of

Gulf of Mexico Business Unit

2023

—

1,994,544

54,857

2022

—

1,694,897

56,508

3,009,321

2021

—

93,204

Jason E. Doughty

Senior Vice President and General Counsel

2023

—

2022

—

1,694,897

2021

—

1,482,631

(1)

The amounts in this column reflect the actual amounts of salary paid to our named executive officers in the relevant fiscal year.

(2)

Annual cash bonuses were awarded at, above or below target for 2023. For additional information, see “Compensation Discussion and Analysis—Analysis of 2023 Executive Compensation Decisions—Annual Cash Bonus” above.

(3)

The amounts in this column reflect the aggregate grant date fair values of the RSUs and PSUs granted under the LTIP in 2023 to the named executive officers, in each case, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The actual value, if any, that the executives will realize for these awards is a function of the value of the underlying shares if and when these awards vest and, for PSU awards, the level of attainment of the applicable performance goal. The amounts for the PSU awards were calculated based on the probable outcome of the performance condition as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. For these amounts, see the “Grant Date Fair Value of Stock and Option Awards” column of the “2023 Grants of Plan-Based Awards” table below. The following are the values of the 2023 PSU awards as of the grant date assuming attainment of the maximum level of performance: Mr. Inglis $11,616,774, Mr. Shah $6,425,590, Mr. Ball $4,950,618, Mr. Clark $3,048,854 and Mr. Doughty $3,541,156. For additional information on how we account for equity-based compensation, see Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023.

(4)

The amounts reported for 2023 in this column for our named executive officers reflect the following:

(a)

For Mr. Inglis, includes: (i) matching contributions under the Company’s 401(k) plan ($26,400); (ii) payment of premiums for (a) executive life insurance ($11,487), (b) executive supplemental disability income insurance ($7,366) and (c) executive long-term care insurance ($4,676); (iii) the cost of an annual executive physical ($10,946); and (iv) reimbursement for financial planning services ($6,388).

(b)

For Mr. Shah, includes: (i) matching contributions under the Company’s 401(k) plan ($22,500); (ii) payment of premiums for (a) executive life insurance ($245), (b) executive supplemental disability income insurance ($3,912) and (c) executive long-term care insurance ($4,218); (iii) the cost of an annual executive physical ($3,228); and (iv) reimbursement for financial planning services ($5,000).

(c)

For Mr. Clark, includes: (i) matching contributions under the Company’s 401(k) plan ($26,400); (ii) payment of premiums for (a) executive life insurance ($14,858), (b) executive supplemental disability income insurance ($1,582) and (c) executive long-term care insurance ($7,017); and (iii) reimbursement for financial planning services ($5,000).

(d)

For Mr. Ball, includes: (i) matching contributions under the Company’s 401(k) plan ($26,400); (ii) payment of premiums for (a) executive life insurance ($4,235), (b) executive supplemental disability income insurance ($5,891) and (c) executive long-term care insurance ($4,217); and (iii) reimbursement for financial planning services ($7,511)

(e)

For Mr. Doughty, includes: (i) matching contributions under the Company’s 401(k) plan ($26,400); (ii) payment of premiums for (a) executive life insurance ($1,906), (b) executive supplemental disability income insurance ($7,271) and (c) executive long-term care insurance ($4,218); and (iii) the cost of an annual executive physical ($8,136).

Name

Grant Date

Approval

Effective

Date

Estimated Future

Payouts Under Non-

Equity Incentive Plan

Awards⁽¹⁾

Estimated Future Payouts Under

Equity Incentive Plan

Awards⁽²⁾

All Other

Stock

Awards:

Number of

Shares of

Stock or

Units (#)⁽³⁾

Grant Date

Fair Value

of Stock and

Option Awards

($)⁽⁴⁾

Target ($)

Maximum ($)

Threshold (#)

Target (#)

Maximum (#)

Andrew G. Inglis

1,127,986

2,255,972

01/31/2023

01/18/2023

233,539

1,791,244

01/31/2023

01/18/2023

118,539

948,308

5,808,387

Neal D. Shah

01/31/2023

01/18/2023