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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
SCHEDULE 14A

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the Securities Exchange Act of 1934 (Amendment No. )
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A MESSAGE FROM OUR CHAIRMAN AND CEO
April 28, 202225, 2024
Fellow shareholders:
Just as we were looking forwardThe global energy landscape continues to be overshadowed by the resurgencewar in Ukraine, conflict in the Middle East, and subsequent disruptions to energy markets and supply routes. COP28 once again confirmed the importance of the Paris Agreement’s goal of keeping global economy afterwarming to an increase of 1.5 degrees Celsius – but, importantly, noted that this must be achieved through a “just, orderly and equitable” energy transition. Against this backdrop, it is more important than ever that our purpose and vision remain clear and vibrant. I am proud to say that they do. Kosmos Energy is focused on meeting the difficult yearsworld’s growing demand for secure, affordable, and cleaner energy now and in the future.
With oil production from our advantaged assets in Ghana, the U.S. Gulf of the pandemic, Russia’s invasion of Ukraine has shockedMexico, and Equatorial Guinea, we are providing the world and illustrated the fragility of the peace and democracy we hold so dear. The tragic loss of life, the displacement of millions of people, and the economic devastation will cast a long shadow.
Forwith the energy sector, the conflict is re-shaping the industry’s outlook.it needs today. At the most basic level, it has reminded the world of the necessity of ensuring the energy transition whilst providing energy security. Europe’s reliance on Russia highlights the need for newsame time, we are developing cleaner sources of energy ultimately renewables with hydrocarbons playingfor tomorrow through world-scale natural gas and LNG projects offshore Mauritania and Senegal. We believe it is not enough that we simply deliver this energy, our mission is that we should leave each country better off through Kosmos’ presence. Consequently, we strive to be a long-term roleforce for good in our host countries – acting responsibly, supporting a just and orderly energy transition, and accelerating economic and social progress.
Kosmos continued to deliver on its strategic objectives throughout 2023. We advanced our key development projects, which aim to deliver around 50% production growth from the second half of 2022. The start-up of Jubilee South East in Ghana was a major step toward achieving this goal and, we expect production from Winterfell in the transition. Kosmos can play a roleU.S. Gulf of Mexico to be an important contributor as well. We expect that these milestones will be followed by first gas at Greater Tortue Ahmeyim offshore Mauritania and Senegal later this year. With these three projects, we are targeting an increase in meeting that challenge with aproduction to around 90,000 barrels of oil equivalent per day by the end of 2024. As part of this growth, we expect to increase gas production from about 10% of overall production to around 25% during this period.
Beyond advancing our development projects, we also strengthened our portfolio of low cost, lower carbon investment opportunities. We delivered a significant oil discovery at Tiberius in the U.S. Gulf of Mexico, which added an attractive short-cycle oil development to our portfolio. Kosmos also assumed operatorship and a larger working interest at Yakaar-Teranga, which is a key asset in Senegal’s ‘Gas-to-Power’ and ‘Gas-to-Industry’ initiatives. These developments put Kosmos in a strong position to continue growing the value of the company beyond 2024.
Given the operational progress we are making and the additional opportunities we have unlocked, we can look ahead with a great deal of optimism. Kosmos expects to reach an important inflection point when our development projects come online and capital expenditures begin to fall. With higher production and low cost, lower carbon liquified natural gas (LNG) projects offshore Mauritania and Senegal, which are poised to bring a new source of gas to the world as soon as production starts late next year. By sourcing LNG from Mauritania and Senegal, Europe would enhance its energy security and help these countries meet their own development goals – a positive and necessary outcome for all involved. For Kosmos, this illustrates our role in bringing a just and secure energy transition to life, and 2021 was a productive year for the company in fulfilling that vision.
We rebuilt operational momentum across the portfolio with a return to drilling in Ghana, Equatorial Guinea, and the Gulf of Mexico. This increased activity helped push net production above our year-end exit target of 75,000 barrels of oil equivalent per day. Importantly, this increased production boosted free cash flow and reduced leverage to around 2.5 times at year-end. Our LNG development offshore Mauritania and Senegal made significant progress with Greater Tortue Ahmeyim Phase 1 around 70% complete at year end. In addition, Kosmos executed a highly accretive transaction in Ghana, acquiring additional interests in the Jubilee and TEN fields, which has helped transform the balance sheet and further increase free cash flow generation.
As we executed the company’s strategy in 2021, we continued to be guided by our long-standing commitment to sustainability. Our most recent TCFD-aligned Sustainability Report advances the approach we introduced last year and covers our full ESG agenda, including the actions we have taken to mitigate climate-related risks and enhance the resilience of our business. Given the importance of ESG performance, the data in our most recent report has been reviewed by our independent auditor. This is an added step we have taken to increase confidence in our reporting, further demonstrating our commitment to transparency and openness.
The outlook for Kosmos in 2022 and beyond remains positive. The company is underpinned by low-cost, lower carbon assets – world class fields that have the longevity to deliver sustainable, high-margin cash flow at current prices. With our existing assets and sanctioned projects, production is expected to grow around 50% in the next two years, with a growing natural gas weighting at a time when there is a need for new sources of gas. With growing production and a strong commodity price backdrop, we expect to make further progress de-leveraging the balance sheet, with a year-end 2022 leverage target of around 1.5 times at current prices. As we deliver on this plan and new projects start up, sustainablecapital, free cash flow is expected to increase materially, creatingand our priorities are to: strengthen the potentialbalance sheet through debt reduction, fund selective growth projects, and consider returns to shareholders at the right time.
As we pursue our strategy, Kosmos will continue to be guided by our belief that we can grow value for meaningful shareholder returns.shareholders while prioritizing sustainability. With our advantaged oil and gas production, we can be a responsible producer that the world can count on to balance energy security and affordability with the need to lower emissions. For the third consecutive year, we have maintained carbon neutrality for our operated Scope 1 and Scope 2 emissions, and in 2023 we announced a new near-term target to reduce by 25% our Scope 1 equity emissions by 2026 from a 2022 baseline. We are making excellent progress towards this goal, which involves initiatives such as working with partners to eliminate routine flaring in Ghana and Equatorial Guinea.

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Our commitment to sustainability remains a core value and has been recognized by stakeholders. MSCI, one of the leading ESG ratings agencies, awarded Kosmos its highest possible “AAA” rating for the second consecutive year, which puts us in the top 20% of companies across our sector. Similarly, Newsweek and Statista named Kosmos one of America’s Most Responsible Companies for the fourth consecutive year. A key part of our strategy is our ongoing commitment to operating responsibly. For us, this means that sustainability is never an add-on or an afterthought, but a commitment that begins with our board of directors and is embedded throughout the company from leadership to all our employees.
Kosmos has emerged from the last twois well-positioned to create value for shareholders. We offer investors a clear purpose, consistent strategy, top-quality assets with greater than 20 years of the pandemic with a stronger business2P reserves/production life, unique exposure to world-scale gas and LNG projects, multiple growth catalysts, and an important role to play in supporting theenabling a just and orderly energy transition and strengthening energy security.in the countries where we work. We are excited about the future and look forward to sharing more about our companythis at our annual meeting. On behalf of the entire board of directors, I thank you for your participation, your continued trust, and investment in our company.the support you bring.
Sincerely yours,



Andrew G. Inglis

Chairman and Chief Executive Officer

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Kosmos Energy Ltd.

8176 Park Lane, Suite 500

Dallas, Texas 75231

April 28, 202225, 2024
NOTICE OF VIRTUAL ANNUAL STOCKHOLDERS MEETING TO

BE HELD ON THURSDAY, JUNE 9, 20226, 2024
To the Stockholders of Kosmos Energy Ltd.:
You are cordially invited to attend the 20222024 annual stockholders meeting of KOSMOS ENERGY LTD., a Delaware corporation (the “Company”), which will be held via virtual-only format on Thursday, June 9, 2022,6, 2024, at 8:00 a.m., CentralEastern Daylight Time. You will be able to attend the meeting virtually, vote your shares electronically, and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/KOS2022KOS2024 and following the instructions on your proxy card. The meeting will include the following proposals:agenda items:
1.

To elect twothree Class IIIII directors to a three-year term to serve until the 20252027 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, 20222024 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
4.
6.
To consider such other business as may properly come before the annual stockholders meeting.
The Board of Directors of the Company has fixed the close of business on April 12, 20229, 2024 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the meeting.
A record of the Company’s activities during 20212023 and its financial statements as of and for the fiscal year ended December 31, 20212023 is contained in the Company’s 20212023 Annual Report on Form 10-K. The Annual Report on Form 10-K does not form any part of the material for solicitation of proxies. Our Chairman and CEO, Mr. Inglis, expects to report on our progress during the past year and respond to stockholders’ questions.
It is important that your shares be represented at the annual stockholders meeting, as a quorum of the stockholders must be present, either at the virtual meeting or by proxy, in order for the meeting to take place. Even if you plan to attend the meeting, we recommend that you vote your shares in advance as described herein so that your vote will be counted if you later decide not to attend the virtual meeting. Your vote and participation in our governance are very important to us. Returning the proxy does not deprive you of your right to attend the virtual meeting and to vote your shares at the virtual meeting. If you returned a proxy but then attend the virtual meeting, you may revoke the proxy and vote at the virtual meeting in accordance with the procedures described herein on all matters submitted at the meeting.
By order of the Board of Directors,



Jason E. Doughty

Senior Vice President, General Counsel and Corporate Secretary
April 28, 2022
25, 2024
Dallas, Texas
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CAST YOUR VOTE
We value each stockholder playing a part in Kosmos’ future. It is vital that you participate and vote your shares.
Proposals Which Require Your Vote
Additional

information
Board

recommendation
Votes

required

for approval
PROPOSAL 1
To elect twothree Class IIIII directors to a three-year term to serve until the 20252027 annual stockholders meeting
Page 78
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, 20222024 and authorization of the Company’s Audit Committee of the Board of Directors to determine their remuneration
Page 2527
FOR
Majority of votes cast
PROPOSAL 3
To provide a non-binding, advisory vote to approve named executive officer compensation
Page 2830
FORMajority of votes cast
PROPOSAL 4To approve, on a non-binding advisory basis, the frequency of holding future non-binding, advisory votes on named executive officer compensation
FORPage 65
EVERY YEAR
Majority of votes cast
PROPOSAL 5Stockholder Proposal
Page 66
AGAINSTMajority of votes cast
Vote Now
Even if you plan to attend this year’s virtual annual stockholders meeting, it is a good idea to vote your shares now, before the meeting, in the event your plans change. Whether you submit your proxy and vote via the Internet, by telephone or by mail, please have your proxy card or voting instruction form in hand and follow the instructions.
Via the Internet
By telephone
By mailing your

proxy card







Visit 24/7

http://www.proxyvote.com
Dial toll-free 24/7

1-800-690-6903
Mark, sign and date your proxy card, and return it in the postage-paid envelope or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717
 Review and download this Proxy

  Statement, a proxy card and our

  20212023 annual report

 Request a hard copy of this Proxy
  Statement, a proxy card and our

  20212023 annual report

Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Stockholders Meeting to be Held on June 9, 2022. 6, 2024. The Notice of Virtual Annual Stockholders Meeting, 20222024 Proxy Statement, Proxy Card and 20212023 Annual Report on Form 10-K are available under the SEC Filings link on the Investors’ page of our website at www.kosmosenergy.com. On this site, you will also be able to access any amendments or supplements to the foregoing materials that are required to be furnished. Information contained on or connected to our website is not incorporated by reference into this Proxy Statement and should not be considered a part of this Proxy Statement or any other filing that we make with the U.S. Securities and Exchange Commission (the “SEC”).
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PROXY STATEMENT AND SUMMARY



20222024 Virtual Annual Stockholders Meeting
These proxy materials are being furnished to you in connection with the solicitation of proxies by the Board of Directors of Kosmos Energy Ltd. for use at the 20222024 annual stockholders meeting and any adjournments or postponements thereof. We refer to our Board of Directors as the “Board” and to Kosmos Energy Ltd. as “Kosmos,” the “Company,” “we” or “us.” The annual stockholders meeting will be held virtually on Thursday, June 9, 20226, 2024 beginning at 8:00 a.m., CentralEastern Daylight Time. You will be able to attend the meeting virtually, vote your shares electronically, and submit your questions during the meeting by visiting:
www.virtualshareholdermeeting.com/KOS2022KOS2024
The items to be considered are summarized in the Notice of Virtual Annual Stockholders Meeting and more fully described in this Proxy Statement. The Notice of Virtual Annual Stockholders Meeting, this Proxy Statement, the enclosed Proxy Card and our 20212023 Annual Report on Form 10-K are first being mailed and made available starting on or about April 28, 202225, 2024 to all record holders of our common shares as of the close of business on April 12, 2022.9, 2024. Our common shares represented by proxies will be voted as described below or as specified by each stockholder.
Stockholders will need the control number included on their notice of internet availability, proxy card or voting instruction form to be admitted to the virtual meeting as a stockholder, vote their shares and ask questions.
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PROXY SUMMARY
Corporate Governance Highlights and Practices
Our Board of Directors believes that high standards of corporate governance are an essential component of our corporate culture. At present, all of our non-employee directors are independent of management under the requirements of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all of our executive officers (including each of our named executive officers) and directors are in compliance with our robust share ownership guidelines.
Key Corporate Governance Features:
At present, all of our non-employee directors (six out of seven directors) are independent of management under the requirements of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
All of our executive officers (including each of our named executive officers) and directors are in compliance with our robust share ownership guidelines.
At our 2021 annual stockholders meeting, approximately 97% of our stockholders approved of our 2020 executive compensation program for our named executive officers.
Our Board of Directors amended the Company’s Bylaws and Corporate Governance Guidelines in March 2022 to provide for the election of directors by a majority of the votes cast in the case of uncontested elections with a requirement that directors who fail to receive the required number of votes must tender their resignation. In such event, the Nominating and Corporate Governance Committee would determine whether to accept such director’s resignation, subject to the Board’s final approval. The Company believes that this majority vote standard ensures accountability and the opportunity for a positive mandate from the Company’s stockholders.
We further expanded the extensive and varied experience of the Board of Directors with the addition of Roy A. Franklin. Mr. Franklin has over 45 years' experience as a senior executive in the oil and gas industry and his experience in sustainable energy infrastructure is invaluable to Kosmos as we continue to navigate the energy transition.
We are proud of our Board’s independence and diversity with respect to gender and tenure. The following charts reflect our Board’s composition following the conclusion of the Annual Stockholders Meeting, assuming all director nominees are elected.



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PROXY SUMMARY

Our Board members also have a diversity of experience and a wide variety of skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of the Company’s stockholders. The following chart highlights the key characteristics the Board believes qualify its current members to serve the interests of the Company’s stockholders.

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PROXY SUMMARY
Sustainability Highlights
At Kosmos, our purpose is clear: we work to supply the energy the world needs today, find and Practices
Kosmos was founded withdevelop cleaner energy for the goal of creating value by engaging with allfuture, and be a force for good in our stakeholders: investors, employees, host governments, communities, business partners, suppliers, and civil society.countries. Operating in a safe, responsible, and environmentally sound manner is critical to achieving this goal. Kosmos is dedicated to upholding our Business Principles and acting as a force for good in our host countries.
Our approach to sustainability and reporting on progress is informed by:
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
The Company’s latest Sustainability Report was published in December 2021May 2023 and covers our full ESGenvironmental, social and governance (“ESG”) agenda, including the actions we have taken to mitigate climate-related risks and enhance the resilienceresiliency of our business. Given the importance ofErnst &Young LLP independently reviewed our ESG performance we are pleased that last year’s report included data, that has been independently reviewed by our external auditor, Ernst &Young LLP. This is an added step we have taken to furtherreinforcing our commitment to transparency and openness. The report also demonstrates how we are delivering on our ongoing commitment to being both a responsible company and a long-term partner focused on helping our host nations reach their potential.
We are proud of the work we have done to operate responsibly.
Our PeopleSafety
Total Recordable Injury Rate in 2021 (0.18)2023 (0.42) was better than our target (< 0.50); Lost Time Incident Rate in 2023 (0.21) was better than our target (<0.25); and Hydrocarbon spills in 2023 (none) was better than our target (<1 Bbl).
Environment
LookingAnnounced a new climate target to accelerate delivery of ourreduce absolute Scope 1 equity emissions by 25% by 2026, compared to a 2022 baseline.
Maintained carbon neutrality target for Scope 1 and Scope 2 operated emissions.emissions for our operated production in 2021, 2022 and 2023, and have identified a pathway to help maintain it through continual monitoring of emissions, assessment of emission reduction opportunities, and, for residual emissions, investment in high-quality carbon offset projects.
Transparency
Maintained an industry-leading position on transparency by publishingcontinuing to publish our petroleum agreements and production sharing contracts with host governments, as well as disclosing our payments to governments at the project level.
Social Investment
Since its founding, the Kosmos Innovation Center has trained more than 6005,000 aspiring entrepreneurs, leading to the creation of more than 35200 promising start-ups.start-ups, across Ghana, Senegal, and Mauritania.
Launched Ra’idat, a two month workshop providing seed funding, training, and networking opportunities for female entrepreneurs in Mauritania. 15 young entrepreneurs went through the inaugural Ra’idat program.
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PROXY SUMMARY

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 PolicyPolicies—we maintain a compensation recoupment/clawback policyFinancial 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
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PROPOSAL 1
To elect twothree Class IIIII directors to a three-year term to serve until the 20252027 annual stockholders meeting
The Board currently consists of seveneight directors. The Company’s Certificate of Incorporation divides our directors into three classes. One class is elected at each annual stockholders meeting, to hold office for a three-year term. Current Class IIIII directors, Mr. Steven M. SterinAdebayo O. Ogunlesi, Ms. Deanna L. Goodwin and Mr. Roy A. Franklin,Sir John Grant if re-elected, will serve a three-year term until the 20252027 annual stockholders meeting. Ms. Lisa Davis, a current Class III director, has chosen not to stand for re-election.
Our Bylaws provide that our Board shall consist of not less than five and not more than 15 directors, as determined by the Board. Our stockholders do not have cumulative voting rights and, accordingly, the holders of a majority of the votes cast at the annual stockholders meeting, at which a quorum is present, can elect each of the directors then standing for election. Stockholders are not entitled to cumulate votes in the election of directors and may not vote for a greater number of persons than the number of nominees named.
We are soliciting proxies in favor of the election of each of the director nominees identified below. We intend that all properly executed proxies will be voted for these nominees unless otherwise specified. All nominees have consented to serve as directors, if elected. If any nominee is unwilling to serve as a director at the time of the annual stockholders meeting, the persons who are designated as proxies intend to vote, in their discretion, for such other persons, if any, as may be designated by the Board.
As of the date of this Proxy Statement, the Board has no reason to believe that any of the persons named below will be unable or unwilling to stand as a nominee or serve as a director, if elected. The Board believes that each nominee has valuable individual skills and experiences that, taken together, provide us with the knowledge, judgment and strategic vision necessary to provide effective oversight of the Company. The biographies below reflect the particular experience, qualifications, attributes and skills that led the Board to conclude that each nominee should serve on the Board. Ages are correct as of the date of this Proxy Statement.
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PROPOSAL 1

Class IIIII Director Nominees


Steven M. Sterin
Adebayo (“Bayo”) O. Ogunlesi
Current Class IIIII Director

Age: 50
70
Director since: 2019
2011
Committees:

 Audit Compensation Committee (Chair)

 Compensation Committee
 Health, Safety, Environment and Sustainability Committee
Other current public directorships:

 DuPont de Nemours, Top Golf Callaway Brands
 Goldman Sachs Group Inc.
Since 2006, Mr. Sterin currently serves on the BoardOgunlesi has been Chairman and CEO of Directors of DuPont de Nemours, Inc. and is the Chair of its Audit Committee andGlobal Infrastructure Partners (“GIP”), a member of its Sustainability, Public Policy, Environment and Health and Safety Committee. Mr. Sterin is currently Co-Founder & President of G&S Energy Holdings, LLC. G&S Energy is an independent energy company focused on the acquisition, safe operation and optimization of downstream and renewable energyprivate equity firm that invests in infrastructure assets in the U.S. Heenergy, transport and water sectors, in both OECD and select emerging market countries. Mr. Ogunlesi previously served as a Senior External Advisor to McKinsey & Company from June 2019 until August 2021. Mr. Sterin was most recently an Executive Vice PresidentChairman 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 Chief Financial OfficerGoldman Sachs Group, Inc. Mr. Ogunlesi holds a Bachelor of Andeavor & Andeavor LogisticsArts degree in Politics, Philosophy and Economics with First Class Honors from 2014 until the merger with Marathon Petroleum Company in October 2018. He served as PresidentOxford University, a Juris Doctor (magna cum laude) from Harvard Law School and a Master of Andeavor LogisticsBusiness Administration from 2017Harvard Business School. From 1980 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,1981, he served as Corporate Controller and Principal Accounting Officera Law Clerk to the Honorable Thurgood Marshall, Associate Justice of the United States Supreme Court. Mr. Ogunlesi served 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 Price Waterhouse Coopers. 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.our predecessor Kosmos Energy Holdings since 2004. For these reasons, we believe he is well qualified to serve on our Board.

Deanna L. Goodwin
Current Class II Director
Age: 59
Director since: 2018
Committees:
 Health, Safety, Environment and Sustainability Committee (Chair)
 Compensation Committee
Other current public directorships:
 Arcadis NV
 Oceaneering International Inc.
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.
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PROPOSAL 1



Roy A. Franklin
Sir John Grant
Current Class IIIII Director

Age: 68
69
Director since: 2021
2023
Committees:

 Audit Health, Safety, Environment and Sustainability Committee

 Nominating and Corporate Governance Committee

Other current public directorships:

 John Wood Group PLC
 Energean plc None
Mr. Franklin currently serves as Chairman
Sir John Grant was previously a member of the internationalAdvisory Council of Essar Oil (UK) Limited, a UK-focused downstream energy services group, John Wood Group 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 with an AA rating from MSCI and Mr. Franklin’s experience in this area will be invaluable to Kosmos as it continues to navigate the energy transition. Mr. Franklin is also on the Board of Directors of Energean plc and he serves on its Nomination and Governance Committee and its Environment, Sustainability and Social Responsibility Committee. He was previously the Chairman of Premier Oil plc, a UK-based independent oil and gas exploration company, from 2017 until its acquisition inJuly 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 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 DirectorNovember 2023, and served as CEOVice President of Paladin Resources plcInternational Government Relations at Anadarko Petroleum Corporation from 1997October 2016 until its acquisition by Talisman Energyhis retirement in 2005. In 20042019. Prior to that, he was awarded the Orderserved 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 Empire,Foreign Service from 1976 to 2007, holding posts in Stockholm, Moscow and in 2006Brussels, where he was the Petroleum Group Medal of the Geological Society of London, both in recognition of his servicesUK’s Permanent Representative to the UK oil and gas industry.European Union from 2003 to 2007. Mr. Franklin earned his Bachelor of ScienceGrant has a degree in Geology in 1973modern languages from the University of Southampton, UK.Cambridge University. For these reasons, we believe he is well qualified to serve on our Board.
Nomination of Directors by Stockholders
Our stockholders may nominate directors to the Board by giving timely notice of the nomination in writing to the Secretary of the Company. Such notice must contain specified information about the nomination. Our Bylaws detail the timelines and informational requirements for stockholder nominations in greater detail. At this time, the Board has not established any minimum qualifications or skills for directors that are either nominated or recommended by our stockholders, although we generally consider a nominee’s diversity, experience, industry knowledge and background. To ensure we have a diverse group of potential director nominees for consideration, our nominee search includes candidates from both corporate positions beyond the executive suite and from non-corporate environments (e.g., government, academia and non-profit organizations), and includes both male and female candidates. The Nominating and Corporate Governance Committee has adopted a resolution to consider gender diversity as one of the factors in identifying qualified candidates for membership on the Board.
Vote Required
Directors will be elected by a majority of the votes cast at the annual stockholders meeting, at which a quorum is present. A properly executed proxy marked “ABSTAIN” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether a quorum is present.
Recommendation
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.
10 |  2022 2024 Proxy Statement | 9


TABLE OF CONTENTS

PROPOSAL 1

Continuing Directors (Current Class III Directors with Terms Expiring in 2025)

Steven M. Sterin
Current Class III Director
Age: 52
Director since: 2019
Committees:
 Audit Committee (Chair)
 Compensation Committee
Other current public directorships:
 DuPont de Nemours, Inc.
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.
 2024 Proxy Statement | 11

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PROPOSAL 1
Continuing Directors (Current Class III Directors with Terms Expiring in 2025)


J. Mike Stice
Current Class III Director
Age: 65
Director since: 2023
Committees:
 Nominating and Corporate Governance Committee
 Audit Committee
Other current public directorships:
 Marathon Petroleum Corporation
 MPLX GP LLC
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.
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PROPOSAL 1
Continuing Directors (Current Class III Directors with Terms Expiring in 2025)

Roy A. Franklin
Current Class III Director
Age: 70
Director since: 2021
Committees:
 Audit Committee
 Nominating and Corporate Governance Committee (Chair)
Other current public directorships:
 Wood plc
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.
 2024 Proxy Statement | 13

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PROPOSAL 1
Continuing Directors (Current Class I Directors with Terms Expiring in 2023)2026)


Andrew G. Inglis

Chairman and Current Class I Director

Age: 63
65
Director since: March 2014

Committees:

None

Other current public directorships:

None
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.


Sir Richard Dearlove
Maria Moræus Hanssen
Current Class I Director

Age: 77
59
Director since: December 2012
2023
Committees:

 Nominating and Corporate Governance Audit Committee (Chair)

 Compensation Committee
Other current public directorships:
 Crossword Cybersecurity Plc
Sir Richard Dearlove is Chairman of the Trustees of London University and was Master of Pembroke College at the University of Cambridge, U.K. from 2004 to 2015, and the Head of the British Secret Intelligence Service (MI6) from 1999 to 2004. During his 38-year tenure with MI6, Sir Richard served in multiple international locations before returning to the U.K. as Director of Personnel and Administration in 1993. He also served as Director of Operations and Assistant Chief in advance of his appointment as Head of MI6 in 1999. In 1984, Sir Richard was awarded an OBE (Officer of the Most Excellent Order of the British Empire), and in 2001 he was appointed a KCMG (Knight Commander of St. Michael and St. George) for his service. Sir Richard has held several trustee and advisory positions, including serving as a Trustee of Kent School in Connecticut, Honorary Fellow of Queens’ College, University of Cambridge, Member of the International Advisory Board of AIG, Senior Advisor to the Monitor Group, Chairman of Ascot Underwriting, Member of the Advisory Board of IrisGuard, Member of the Advisory Board of New Venture Partners, Chairman of Trustees of the Cambridge Union Society and Member of the Strategic Advisory Board of TimeSight Systems. He has been Non-Executive Chairman of Crossword Cybersecurity Plc since 2016. He received a Master of Arts degree in History from Queens’ College, Cambridge. For these reasons, we believe he is well qualified to serve on our Board.
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PROPOSAL 1
Continuing Directors (Current Class II Directors with Terms Expiring in 2024)

Adebayo (“Bayo”) O. Ogunlesi
Current Class II Director
Age: 68
Director since: 2011
Committees:
 Compensation Committee (Chair)
 Nominating and Corporate Governance Committee
Other current public directorships:
 Callaway Golf Company
 Goldman Sachs Group Inc.
Since 2006, Mr. Ogunlesi has been Chairman and Managing Partner 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 Callaway Golf Company 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
Current Class II Director
Age: 57
Director since: 2018
Committees:
 Health, Safety, Environment and Sustainability Committee (Chair)

 Audit Committee
Other current public directorships:

 Arcadis NV
 Scatec ASA
 Oceaneering International Inc. SLB
Ms. Goodwin currentlyMaria Moræus Hanssen has been an independent director of SLB since 2020 and serves on the Compensation Committee, the Nominating & Governance Committee, and as a DirectorChair of Arcadis NV, where shethe New Energy and Innovation Committee. She has also served on the Audit Committeeboard of Scandinavian public company Scatec ASA since MayApril 2020, and as a Directorshe previously served on the board of Oceaneering International Inc. Ms. GoodwinScandinavian public company Alfa Laval AB from April 2019 to April 2023. She previously served as Presidentdeputy 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 North America region of Technip, a global engineering, constructionmerger between DEA Deutsche Erdoel AG (DEA) and services company specializing in supporting the energy industry, from 2013Wintershall Holding GmbH. Prior to 2017. She served as Chief Operating Officer, Offshore North America at Technip from 2012 to 2013. Prior thereto,that, she served as Senior Vice Presidentchief executive officer of DEA and Chief Financial Officeras chair of Technip USA, Inc. Previously, Ms. Goodwin led the integrationits 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 $1.3 billion acquisition of Global Industries by Technip. From 1993E&P business unit for the ENGIE Group in Paris from 2015 to 2007,2017. Ms. GoodwinMoræus Hanssen served in various capacities for Veritas DGC, a leading provider of geophysical informationmanagement and servicesoperations roles at Aker from 2008 to oil2013, Statoil (now Equinor) from 2007 to 2008, and gas companies worldwide, including President of the NorthNorsk Hydro from 1992 to 2007, and South America Region. Earlieralso serves in her career, Ms. Goodwindirector and chair roles on various private company, municipal and non-profit boards. She previously served as an Audit Manager at Price Waterhouse.deputy chairman and audit committee chair of Yara International ASA from 2015 to May 2019. Ms. Goodwin received her BachelorMoræus Hanssen has a Master of Commerce degree in AccountingPetroleum Engineering from the Norwegian University of Calgary in CanadaScience and her Chartered Accountant designationTechnology, a Master of Petroleum Economics from the Canadian Institute of Chartered Accountants.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.
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PROPOSAL 1
Current Class III Director with Term Expiring in 2022

Lisa Davis
Current Class III Director
Age: 58
Director since: 2019
Committees:
 Audit Committee
 Health, Safety, Environment and Sustainability Committee
Other current public directorships:
 Penske Automotive Group, Inc.
 Air Products and Chemicals, Inc.
 Phillips 66
 C3.ai, Inc.
Ms. Davis serves on the Board of Directors of Penske Automotive Group, Inc, and is a member of Penske’s Compensation and Management Development Committee and Nominating and Corporate Governance Committee. Since March 2020 she has also served on the Board of Directors of Air Products and Chemicals, Inc., and is a member of Air Products’ Corporate Governance and Nominating Committee and Management Development and Compensation Committee. Ms. Davis also serves on the Board of Directors of Phillips 66, having joined in October 2020, and is a member of the Human Resources and Compensation and Public Policy and Sustainability Committees. In December 2021, Ms. Davis joined the Board of Directors of C3.ai, Inc. where she serves on the Audit Committee. From August 2014 to February 2020, Ms. Davis was a member of the Managing Board of Siemens AG and a member of the Board of Directors of Siemens Gamesa Renewable Energy SA, with responsibility as CEO for Siemens Gas and Power. Appointed to the Siemens Board in August 2014, she was responsible for the company’s Power and Gas Operating Company which includes Power Generation, Power Services, Oil and Gas, Transmission and New Fuels. Prior to joining Siemens, Ms. Davis served as an Executive Vice President of Downstream Strategy, Portfolio and Alternate Energy for Royal Dutch Shell PLC. From 2000 to 2012, she served in various capacities for Royal Dutch Shell including Refining Operations, Supply and Trading, and Lubricants and Bulk Fuels Sales and Marketing. From 2015 to 2016, Ms. Davis served as a member of the Board of Spectris PLC. Ms. Davis began her career in the oil and gas industry at Chevron Corporation, later moving to Exxon USA and Texaco Refining and Marketing Inc in a range of roles from upstream production to offshore project development to refining operations planning. Ms. Davis holds a Bachelor of Science degree (honors) in Chemical Engineering from the University of California, Berkeley.

Ms. Davis has chosen not to stand for re-election at the annual stockholders meeting.
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CORPORATE GOVERNANCE MATTERS
Board Composition
As of the date of this Proxy Statement, our Board has seveneight directors. Our Bylaws provide that the Board shall consist of not less than five directors and not more than 15 directors, and the number of directors
may be changed only by resolution adopted by the affirmative vote of a majority of the entire Board. No decrease in the number of directors may shorten the term of any incumbent director.
Board Leadership Structure
The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that the optimal Board leadership structure may vary as circumstances warrant. Consistent with this understanding, non-management directors consider the Board’s
leadership structure on an annual basis.
The Board has determined that the optimal Board leadership structure for us is served by the role of Chairman of the Board being held by our Chief Executive Officer, Mr. Inglis, because it believes that having one leader serving as both the Chairman and Chief Executive Officer provides decisive, consistent and effective leadership.
Committees of the Board of Directors
As of the date of this Proxy Statement, our Board has an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Health, Safety, Environment and Sustainability Committee, and may have such other committees as the Board shall determine from time to time. Pursuant to the NYSE’s corporate governance standards, we are required to have an audit committee, a compensation committee and a nominating and corporate governance committee.
We are required to perform an annual performance evaluation of our Audit, Compensation and Nominating and Corporate Governance Committees. As of the date hereof, we are in compliance with the NYSE corporate governance requirements, including with respect to independence requirements for each of our Audit, Compensation and Nominating and Corporate Governance Committees.
TheAs of the date of this Proxy Statement, the composition of the Committees of the Board of Directors is:
Director
Audit

Committee
Compensation

Committee
Health, Safety,

Environment
and
and Sustainability Committee
Nominating and
Corporate

Governance

Committee
Andrew G. Inglis
Roy A. FranklinMemberChair
Deanna L. Goodwin

MemberChair
Adebayo O. OgunlesiChair
Steven M. Sterin

ChairMember
Maria Moræus Hanssen

MemberMember
J. Mike Stice

Member
Member
Lisa A. Davis
Sir John Grant
Member
Member
Sir Richard Dearlove
Member
Chair
Roy A. Franklin
Member
Member
Deanna L. Goodwin

Member
Chair
Adebayo O. Ogunlesi
Chair
Member
Steven M. Sterin

Chair
Member
Member

Financial Expert
 2022 2024 Proxy Statement | 13
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CORPORATE GOVERNANCE MATTERS

As of the date of this Proxy Statement, each of the standing Committees of the Board had the composition and responsibilities described below.
Audit Committee
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. GoodwinMoræus 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 twice a
yearquarterly 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, and further updated on June 10, 2020)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 2729 of this Proxy Statement.
Members:

Steven M. Sterin,

Chair

Lisa A. Davis
Deanna L. Goodwin
Roy A. Franklin


Maria Moræus Hanssen
J. Mike Stice

Meetings in 2021:2023: 4
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CORPORATE GOVERNANCE MATTERS

Compensation Committee
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 4849 of this Proxy Statement.
Members:

Adebayo O. Ogunlesi,
Chair
Chair
Deanna L. Goodwin
Sir Richard Dearlove
Steven M. Sterin



Meetings in 2021:2023: 3
 2022 2024 Proxy Statement | 15
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CORPORATE GOVERNANCE MATTERS

Nominating and Corporate Governance Committee
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:

Sir Richard Dearlove,
Chair
Adebayo O. Ogunlesi
Roy A. Franklin,
Chair

Sir John Grant
No J. Mike Stice

Meetings in 2021:
Duties delegated to
the Nominating and
Corporate Governance
Committee were
attended to by the full
Board.2023: 1
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CORPORATE GOVERNANCE MATTERS

Health, Safety, Environment and Sustainability Committee
Health, Safety, Environment and Sustainability Committee
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:



 Health, Safety and Environment:



 Oversee the establishment of targets and objectives for health, safety,
and environmental performance;



 Monitor medium- and long-term performance versus targets and
objectives;



 Review health, safety, security, and environmental policies at least
every three years or additionally as needed;



 Monitor the regular public reporting of progress against stated Health,
Safety, Environment and Sustainability (HSES) targets and initiatives;



 Review the effectiveness of emergency and incident response plans;



 Review major incidents that may impact the company’s performance
and license to operate;



 Monitor the identification, management and mitigation of significant
HSE risks; and



 Participate in an occasional operational on-site visit to observe HSE Sustainability:

practices, culture and HSE leadership skills.

 Sustainability:

 Oversee the establishment of targets and objectives related to climate change as well as monitor performance against those targets and
objectives;



 Ensure and monitor regular public and transparent reporting of progress against sustainability and climate change targets and
initiatives;



 Review the Company’s Climate Change Policy;



 Monitor the Company’s identification, management and mitigation of
climate-related risks and opportunities; and



 Review and approve the Company’s annual Sustainability Report.



The Health, Safety, Environment and Sustainability Committee Charter:



 Was approved by the Board on May 6, 2011 (as amended on March 10,
2022) 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:

Deanna L. Goodwin, Chair

Lisa A. Davis
Maria Moræus Hanssen Sir John Grant
Steven M. Sterin


Meetings in 2021:2023: 4
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CORPORATE GOVERNANCE MATTERS

Meetings of the Board of Directors and Committees
The Board held fivesix meetings during 2021 and took three actions by unanimous written consent.2023. During 2021,2023, no incumbent director attended fewer than 100%75% of the aggregate total number of meetings of the Board held during the period in which he or she was a director and of the total number of meetings
held by all of the Committees of the Board on which he or she served.director. We expect, but do not require, our
directors to attend our annual stockholders meetings. All of the then serving directors attended the annual stockholders meeting held by the Company in June 2021.2023.
Director Independence
Pursuant to the NYSE’s corporate governance standards, we are required to have a majority independent Board.
The Board has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly. Based on this review, the Board has determined that each of Ms. Davis, Sir Richard Dearlove, Ms. Goodwin, Mr. Ogunlesi, Mr. Sterin, Mr. Franklin,
Ms. Moræus Hanssen, Mr. SterinStice and Mr. FranklinSir John Grant are “independent directors” as defined by the NYSE rules and Rule 10A-3 of the Exchange Act. Accordingly, as of the date hereof, we are in compliance with the NYSE’s majority independent Board requirement.
There are no family relationships among any of our executive officers, directors or nominees for director.
Board’s Role in Risk Oversight
Assessing and managing risk is the responsibility of the management of the Company. However, the Board has an active role, as a whole, and also at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each.
Under its charter, the Audit Committee of the Board reviews and discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. In addition, the Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, accounting, tax and legal matters, the Company's information security controls and procedures, and its process and procedures for managing cybersecurity risks, as well as liquidity risks and guidelines and policies and procedures for monitoring and mitigating risks.
Because overseeing risk is an ongoing process and inherent in our strategic decisions, the Board also
discusses risk throughout the year in relation to specific proposed actions. The Board’s other standing Committees oversee risks associated with their respective areas of responsibility. For example, the Compensation Committee considers the risks associated with our compensation policies and practices with respect to both executive compensation and compensation generally. See “Executive Compensation—Compensation Risk Assessment” below. The Board is kept abreast of its Committees’ risk oversight and other activities through reports of the Committee chairs to the full Board.
Specifically relating to enterprise risk management during 2021,2023, the Company performed an enterprise risk assessment to identify key risks and assess procedures for managing, monitoring and mitigating risks.
Code of Business Conduct and Ethics
The Board has adopted a Code of Business Conduct and Ethics applicable to our employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of the NYSE. Any waiver of this Code may be made only by the Board. In accordance with applicable U.S. federal securities laws and the corporate governance rules of the NYSE, we will
provide any person, without charge and upon request, with a copy of our Code of Business Conduct and Ethics. Requests should be directed to us at Kosmos Energy Ltd., 8176 Park Lane, Suite 500, Dallas, Texas 75231, Attention: Corporate Secretary. The Code of Business Conduct and Ethics is also available under the Corporate Governance link on the Investors’ page of our website at
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CORPORATE GOVERNANCE MATTERS

www.kosmosenergy.com. The information on our website is not incorporated by reference into this Proxy Statement. We will disclose any amendments to or waivers of the Code of Business Conduct and Ethics on our website at www.kosmosenergy.com. Our Audit Committee has established procedures to receive, retain and treat complaints regarding accounting, internal accounting controls or auditing matters, and to allow for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
We aim to maintain a diverse workforce and an inclusive culture, which improves our business performance and creates a fair, safe and respectful work environment for everyone. Our approach to
diversity and equal opportunity focuses on the full employee life-cycle, including hiring and onboarding, learning and development, performance management, reward and recognition, progression and retention. While we do not have a formal diversity policy, we comply with all laws and regulations relating to equal opportunities and non-discrimination. Furthermore, our Code of Business Conduct and Ethics includes a prohibition on discrimination of any criteria prohibited by law and the Nominating and Corporate Governance Committee has adopted a resolution to consider gender diversity as one of the factors in identifying qualifying candidates for membership on the board. Our diversity and equal opportunity approach is periodically reviewed.
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines in accordance with the corporate governance rules of the NYSE. In accordance with the corporate governance rules of the NYSE, we will provide any person, without charge and upon request, with a copy of our Corporate Governance Guidelines. Requests should be directed to us at Kosmos Energy Ltd., 8176 Park Lane, Dallas, Texas 75231, Attention: Corporate Secretary. The Corporate
Governance Guidelines are also 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. We will disclose any amendments to the Corporate Governance Guidelines on our website at www.kosmosenergy.com.
Communications with the Board
Stockholders and other interested parties may communicate directly with our Board by sending a written communication in an envelope addressed to: Board of Directors, c/o Corporate Secretary, Kosmos Energy Ltd., 8176 Park Lane, Suite 500, Dallas, Texas 75231. These communications will be promptly forwarded by the Corporate Secretary to the Board.
Stockholders and other interested parties may communicate directly with our independent directors by sending a written communication in an envelope addressed to: Board of Directors, c/o Corporate Secretary, Kosmos Energy Ltd., 8176 Park Lane, Suite 500, Dallas, Texas 75231. These communications will be promptly forwarded by the Corporate Secretary to the independent directors.
Our Audit Committee has established a process for communicating complaints regarding accounting or auditing matters. To submit a complaint, you may
send a written communication in an envelope addressed to: Audit Committee, c/o Corporate Secretary, Kosmos Energy Ltd., 8176 Park Lane,
Suite 500, Dallas, Texas 75231.
Any such complaints received or submitted will be promptly forwarded by the Corporate Secretary to the Chair of the Audit Committee, to take such action as may be appropriate.
Stockholders and other interested parties may communicate directly with our Chairman of the Board by sending a written communication in an envelope addressed to: Chairman of the Board of Directors, c/o Corporate Secretary, Kosmos Energy Ltd., 8176 Park Lane, Suite 500, Dallas, Texas 75231. These communications will be promptly forwarded by the Corporate Secretary to the Chairman of the Board.
Certain items that are unrelated to the duties and responsibilities of the Board will be excluded, such as business solicitations; junk mail, mass mailings and spam; new product and new services suggestions; resumes and other employment inquiries; and surveys.
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DIRECTOR COMPENSATION
20212023 Director Compensation
The following table lists the individuals who served as our non-employee directors in 20212023 and summarizes their 20212023 compensation. Mr. Inglis did not receive any compensation for his service as a director in 2021.2023.
Name
Fees Earned or Paid
in Cash ($)(1)
Stock Awards
($)(2)
All Other
Compensation ($)
Total ($)
Lisa Davis
60,000
170,000
230,000
Sir Richard Dearlove
110,000
170,000
280,000
Deanna Goodwin
85,000
170,000
255,000
Adebayo Ogunlesi
85,000
170,000
255,000
Steven Sterin
110,000
170,000
280,000
Roy A. Franklin
33,698
170,000
203,698
Name
Fees Earned or Paid
in Cash ($)(1)
Stock Awards
($)(2)
All Other
Compensation ($)
Total ($)
Roy A. Franklin109,384170,000279,384
Deanna L. Goodwin100,000170,000270,000
Adebayo O. Ogunlesi100,000170,000270,000
Steven M. Sterin125,000170,000295,000
Maria Moræus Hanssen(3)
51,575190,493242,068
J. Mike Stice(4)
51,575190,493242,068
Sir John Grant(5)
51,575190,493242,068
Sir Richard Dearlove(6)
48,42548,425
(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. Mr. Franklin was elected to the Board on June 9, 2021 and received pro-rated annual retainer fees for 2021. The table below sets forth the annualized cash retainers for the period from January 1, 20212023 to December 31, 2021.2023.
Type of Retainer
Retainer

(Annualized) ($)
Board Member
60,000
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
After undertaking an analysis of peer and industry director compensation programs in consultation with its independent compensation consultant, the Compensation Committee of the Board has approved, effective as of January 1, 2022, an increase in the annual cash retainer for service on the Board to $75,000 per year from $60,000 per year. The Compensation Committee has also determined to provide non-employee directors with an option to elect to receive all or a portion of their annual cash retainer in the form of common stock in lieu of cash. Any non-employee directors choosing to make such an election must do so prior to December 31st of the preceding year (except for 2022) and will receive the full value of the currentcovered year’s annual cash retainer in the form of fully vested shares of common stock at the conclusion of the Company’s annual meeting of stockholders for the currentcovered year. In the event the director ceases to serve on the Board for any reason prior to the applicable annual meeting date,for such covered year, the portion of the annual cash retainer covered by his or her election for such year will be forfeited in its entirety.entirety (including for the portion of the covered year prior to his or her termination of service). The number of shares to be issued to the director will be determined based on the closing price of a share of the Company on the applicable annual meeting date. These shares will be issued under the Company’s Long Term Incentive Plan and issued pursuantPlan. In 2023, no directors elected to an award agreement that has been filed as an exhibit toreceive their annual cash retainer in the Company’s Annual Report on Form 10-K.form of common stock in lieu of cash.
(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).Thedate 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, 2021.2023.
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(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.
The following table sets forth the total number of RSUs held by our non-employee directors who held such awards as of December 31, 2021,2023, which are scheduled to vest in June 2022.2024. The vesting of the RSUs granted in 20212023 will accelerate on death or disability or upon the occurrence of a change in control.
Name
Total RSUs

(#)
Lisa Davis
Roy A. Franklin
51,830
24,964
Sir Richard Dearlove
Deanna L. Goodwin
51,830
24,964
Deanna Goodwin
Adebayo O. Ogunlesi
51,830
24,964
Adebayo Ogunlesi
Steven M. Sterin
51,830
24,964
Steven Sterin
Maria Moræus Hanssen
51,830
24,964
Roy A. Franklin
J. Mike Stice
51,830
24,964
Sir John Grant24,964
Director Share Ownership Guidelines
The Compensation Committee has established robust share ownership guidelines that are applicable to all of our non-employee directors to ensure that they face the same downside risk and upside potential as our stockholders, thereby further aligning their interests with the long-term interests our stockholders.
Under these share ownership guidelines, each of our non-employee directors is required to own, within five years following his or her first election/appointment to our Board, common shares of the Company having an aggregate value at least equal to five times the value of the annual cash board retainer that such director receives for his or her service on our Board.
Until such time as the director has satisfied his or her minimum ownership requirements, the director is required to retain 100% of the “net shares” received from the settlement of all equity-based awards (i.e., those shares that remain outstanding after the payment of taxes at an assumed 40% tax rate).
Shares owned directly or indirectly (including shares received upon settlement of an equity award) and service-based restricted shares and RSUs that settle in shares are counted for purposes of satisfying our non-employee director share ownership guidelines.
As of December 31, 2021,2023, all of our non-employee directors were in compliance with the share ownership guidelines.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have not engaged in any transactions since January 1, 20212023 with our directors, officers (or our directors’ or officers’ family members), or beneficial owners of more than five percent of our voting securities andor their affiliates.
Procedures for Review of Transactions with Related Persons
We have adopted a set of written related-party transaction policies designed to minimize potential conflicts of interest arising from any dealings we may have with our affiliates and to provide appropriate procedures for the disclosure, approval and resolution of any actual or potential conflicts of interest which may exist from time to time. Such policies provide, among other things, that all related-party transactions, including any loans between us
and our affiliates, but excluding compensation
arrangements, require approval by our Nominating and Corporate Governance Committee or our Board, after considering all relevant facts and circumstances, including, without limitation, the commercial reasonableness of the terms, the benefit and perceived benefit, or lack thereof, to us, opportunity costs of alternative transactions, the materiality and character of the related party’s direct or indirect interest, and the actual or apparent conflict of interest of the related party, and after determining that the transaction is in, or not inconsistent with, our and our stockholders’ best interests. There have been no related-party transactions since the adoption of related-party transaction policies where such policies were not followed.
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STOCK OWNERSHIP MATTERS
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, officers and persons who beneficially own more than 10% of our common shares to file initial reports of ownership on Form 3 and reports of changes of ownership on Forms 4 and 5 with the SEC. These officers, directors and 10% beneficial owners are also required to furnish us with copies of all Section 16(a) forms that they file. Specific due dates for these reports have been established by
regulation, and we are required to report in this Proxy Statement any failure to file by these dates during 2021.2023.
To our knowledge, based solely on our review of the copies of such forms received by us, we believe that all Section 16(a) filing requirements applicable to our officers, directors and 10% beneficial owners have been complied with for 2021.2023.
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth certain information with respect to the beneficial ownership of our common shares, on a fully diluted basis, as of March 10, 2022,7, 2024, for:
each of our named executive officers;
each of our directors;
each of our director nominees;
all of our executive officers and directors as a group; and
each stockholder known by us to be the beneficial owner of more than 5% of our issued and outstanding common shares.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or
investment power with respect to the securities.securities, and the right to
acquire such beneficial ownership within 60 days from March 7, 2024, whether through the exercise of an option, warrant or right, conversion of a security, or otherwise. Percentage of ownership is based on 455,265,466471,502,543 common shares issued and outstanding on March 10, 2022.7, 2024. The information in the table below concerning security ownership of beneficial owners is based on filings made by such persons with the SEC.
Except as indicated in the footnotes to the table below, we believe that the stockholders named in this table have sole voting and investment power with respect to all common shares shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer listed is: 8176 Park Lane, Suite 500, Dallas, Texas 75231.
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Name of Beneficial Owner
Number of Shares
Beneficially
Owned(1)
Percentage of
Shares
Beneficially
Owned
Name of Beneficial Owner
Number of Shares
Beneficially
Owned(1)
Percentage of
Shares
Beneficially
Owned
Named Executive Officers
Named Executive Officers
Andrew G. Inglis
2,258,563
*
Andrew G. Inglis2,862,523*
Neal D. Shah
662,033
*
Neal D. Shah946,712*
Christopher J. Ball
979,950
*
Christopher J. Ball1,198,269*
Richard R. Clark
614,224
*
Richard R. Clark(2)
1,371,745*
Jason E. Doughty
942,311
*
Jason E. Doughty1,166,174*
Directors
Directors
Lisa Davis
91,332
*
Roy A. Franklin43,906*
Sir Richard Dearlove
203,223
*
Deanna L. Goodwin74,568*
Roy A. Franklin
0
*
Adebayo O. Ogunlesi1,651,216*
Deanna L. Goodwin
113,827
*
Steven M. Sterin218,180*
Adebayo O. Ogunlesi
1,573,824
*
Maria Moræus Hanssen3,238*
Steven M. Sterin
145,439
*
J. Mike Stice3,238*
All directors, nominees and executive officers as a group (11 individuals)
7,584,726
1.67%
Sir John Grant3,238*
Five Percent Stockholders
All directors, nominees and executive officers as a group (12 individuals)9,543,0072.02%
FMR LLC(2)
48,577,680
10.67%
Five Percent Stockholders
BlackRock, Inc.(3)
41,696,773
9.16%
FMR LLC(3)
59,523,63212.62%
Vaughan Nelson Investment Management, L.P. (4)
33,587,481
7.38%
BlackRock, Inc.(4)
48,516,95610.29%
Grantham, Mayo, Van Otterloo & Co. LLC (5)
28,126,664
6.18%
Vaughan Nelson Investment Management, L.P.(5)
26,517,2605.62%
Hotchkis & Wiley Capital Management, LLC (6)
23,299,644
5.12%
The percentage of shares beneficially owned is based on 455,265,466471,502,543 of our common shares outstanding as of March 10, 2022.7, 2024.
*

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 January 10, 2022,February 9, 2024, FMR LLC (“FMR”) exercises sole voting power over 4,577,80853,939,609 shares and sole dispositive power over 48,577,68059,523,632 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, including FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company LLC, FMR Investment Management (UK) Limited and Strategic Advisers LLC.companies. The address for FMR is 245 Summer Street, Boston, Massachusetts 02210.
(3)
(4)
Based on a Schedule 13G/A filed on February 3, 2022,March 7, 2024, BlackRock, Inc. (“BlackRock”) exercises sole voting power over 41,276,23748,006,090 shares and sole dispositive power over 41,696,77348,516,956 shares. The address for BlackRock is 55 East 52nd Street,50 Hudson Yards, New York, New York 10055.10001.
(4)
(5)
Based on a Schedule 13G/A filed on February 9, 2022,January 26, 2024, Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”) exercises sole voting power over 16,077,29513,557,968 shares, sole dispositive power over 27,001,57720,315,468 shares and shared dispositive power over 6,585,9046,201,792 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.
(5)
Based on a Schedule 13G filed on February 11, 2022, Grantham, Mayo, Van Otterloo & Co. LLC (“GMVO”) exercises sole voting power over 28,126,664 shares and sole dispositive power over 28,126,664 shares. The address for GMVO is 40 Rowes Wharf, Boston, MA 02110.
(6)
Based on a Schedule 13G filed on February 11, 2022, Hotchkis & Wiley Capital Management, LLC (“HWCM”) exercises sole voting power over 21,708,244 shares and sole dispositive power over 23,299,644 shares. According to the Schedule 13G, certain of HWCM’s clients have retained voting power over the common shares that they beneficially own. Accordingly, HWCM has the power to dispose of more common shares than it can vote. The address for HWCM is 725 S. Figueroa Street 39th Floor, Los Angeles, California 90017.
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PROPOSAL 2
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20222024 and to authorize the Company’s Audit Committee of the Board of Directors to determine their remuneration
Ernst & Young LLP has served as our independent registered public accounting firm since 2011 and of our predecessor, Kosmos Energy Holdings, since 2003, and has provided to us certain audit services, audit-related services and tax services during that time.
The Audit Committee has recommended reappointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2022.2024. The Board is asking stockholders to approveratify such appointment and the authority of the Audit Committee to determine their remuneration. Stockholder ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm is not required.required by applicable laws, the Company’s Bylaws or otherwise. The Board of Directors, however, is submitting the appointment of the stockholders for ratification as a matter of good corporate governance practice. If an auditor is not appointed by stockholders at the annual stockholders meeting, Ernst & Young LLP, as the incumbent independent registered public accounting firm, will continue in office until a successor is appointed in accordance with Delaware law and the Company’s Bylaws. The affirmative vote of the holders of a majority of the votes cast at the annual stockholders meeting, at which a quorum is present, is required to approve the appointment and the authorization of the Audit Committee to set their remuneration.
Representatives of Ernst & Young LLP will not be present at the annual stockholders meeting.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Fees Paid to Independent Auditors
The following table presents aggregate fees billed to us for the years ended December 31, 20212023 and 2020,2022, for professional services rendered by Ernst & Young LLP, our principal accountant:
2020
2021
Audit fees
$2,020,533
$1,922,985
Audit-related fees
$13,000
$263,150
Tax fees
$181,364
$135,428
All other fees
$9,819
$323,317
Total fees
$2,224,716
$2,644,879
20222023
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
Audit Fees. Audit fees consisted of fees billed by Ernst & Young LLP for professional services rendered in connection with audits of the Company’s and certain of its subsidiaries’ financial statements and internal controls over financial reporting, quarterly reviews of our consolidated financial statements, as well as certain audit-related accounting consultations.
Audit-Related Fees. Audit-related fees consisted of costs incurred related to SEC-related accounting consultations and certain attestation and agreed upon procedures.
Tax Fees. Tax fees consisted of costs incurred related to tax compliance services and consultations on various tax issues.
All Other Fees. For 20212023 and 2020,2022, all other fees consisted of costs incurred related to access to Ernst & Young LLP’s online research services, and for 2021 only, Ernst & Young LLP’s independent review of the data included in the Company’s latest Sustainability Report.Report and access to Ernst & Young LLP’s online research services.
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Pre-Approval Policies and Procedures
Our Audit Committee has established procedures for pre-approval of audit and non-audit services as set forth in the Audit Committee charter, subject to stockholder approval if necessary, under Delaware law. The Audit Committee’s charter 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 Audit Committee pre-approves all services performed by Ernst &Young LLP and discloses such fees above. The Audit Committee considers whether the provision of the services disclosed above is compatible with maintaining Ernst & Young LLP’s independence.
Vote Required
The affirmative vote of a majority of the votes cast at the annual stockholders meeting, at which a quorum is present, is required to approve Proposal 2. Abstentions shall not be treated as votes cast, although they will be counted for purposes of determining whether a quorum is present.
Stockholders are being asked to vote on the following resolution:
“RESOLVED, that the Company’s stockholders ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20222024 and authorize the Audit Committee of the Company to determine their remuneration.”
Recommendation
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, 20222024 and to authorize the Audit Committee to determine their remuneration. If not otherwise specified, proxies will be voted “FOR” Proposal 2.
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AUDIT COMMITTEE REPORT
Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, that might incorporate future filings, including this Proxy Statement, in whole or in part, the Compensation Committee Report herein and the Audit Committee Report included herein shall not be deemed to be “Soliciting Material,” are not deemed “filed” with the SEC and shall not be incorporated by reference into any filings under the Securities Act or Exchange Act whether made before or after the date of this Proxy Statement and irrespective of any general incorporation language in such filings.
The Audit Committee of the Board currently consists of four non-employee independent directors: Mr. Sterin, Mr. Franklin, Ms. Davis,Mr. Stice and Ms. Goodwin.Moræus Hanssen.
Management is responsible for the Company’s system of internal controls and the financial reporting process. The independent accountants are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and to issue a report thereon. The Audit Committee is responsible for monitoring (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the performance of the Company’s internal audit function and (4) the qualifications, independence and performance of the Company’s independent auditor.
The Audit Committee has reviewed and discussed with the Company’s management and the independent accountants the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2023, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Audit Committee discussed with the independent accountants matters required to be discussed by the Rules of the Public Company Accounting Oversight Board (“PCAOB”), including Auditing Standard No. 16, “Communications with Audit Committees,” as amended.amended, and the SEC.
The Company’s independent accountants also provided to the Audit Committee the written disclosure required by applicable requirements of the PCAOB regarding independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent accountants that firm’s independence.
Based on the Audit Committee’s discussions with management and the independent accountants, and the Audit Committee’s review of the representation of management and the report of the independent accountants to the Audit Committee, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2023, filed with the SEC.
Respectfully submitted by the Audit Committee of the Board,
Steven M. Sterin, Chair

Roy A. Franklin

Lisa A. Davis
Maria Moræus Hanssen
Deanna L. GoodwinJ. Mike Stice
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PROPOSAL 3
To provide a non-binding, advisory vote to approve named executive officer compensation
At our 2018 annual stockholders meeting, a majority of our stockholders voted, on a non-binding, advisory basis, to hold a non-binding, advisory vote on named executive officer compensation every year. Consistent with this recommendation by our stockholders, the Company intends to submit an annual non-binding, advisory vote on the compensation of the Company’s named executive officers until the next vote on the frequency of the stockholder non-binding, advisory vote on named executive officer compensation. Accordingly, as required by Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to cast a non-binding, advisory vote on the 20212023 compensation of our named executive officers as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures.
As described in detail in this Proxy Statement under “Executive Compensation—Compensation Discussion and Analysis,” we seek to pay our named executive officers for performance, to closely align the interests of our named executive officers with the interests of our stockholders and to attract, retain and motivate top talent. Please refer to the Compensation Discussion and Analysis, the compensation tables and the other narrative compensation-related disclosures of this Proxy Statement for a detailed discussion of our executive compensation principles and practices and the 20212023 compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather our overall executive compensation principles and practices and the 20212023 compensation of our named executive officers.
To help ensure that all stockholders views are well understood by the Board, we also encourage stockholders to use any of a number of direct communication mechanisms to effectively raise specific issues or concerns regarding our executive compensation principles and practices (see “Board of Directors, Board Meetings and Committees—Communications with the Board” above).
Vote Required
The affirmative vote of a majority of the votes cast at the annual stockholders meeting, at which a quorum is present, is required to approve Proposal 3. Abstentions shall not be treated as votes cast, although they will be counted for purposes of determining whether a quorum is present.
Stockholders are being asked to vote on the following resolution:
“RESOLVED, that the Company’s stockholders approve, on a non-binding, advisory basis, the compensation of the Company’s executive officers named in the Summary Compensation Table, as disclosed pursuant to Item 402 of Regulation S-K (which disclosure includes the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative).”
Although the vote on this proposal is advisory and, therefore, is not binding, the Compensation Committee will carefully consider the stockholder vote on this matter, including whether any actions will be necessary to address the concerns, if any, of our stockholders.
Recommendation
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.
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PROPOSAL 3

EXECUTIVE OFFICERS
Our executive officers are designated by, and serve at the discretion of, our Board of Directors. OurFor the year ended December 31, 2023, our executive officers arewere as follows:
Andrew G. Inglis
Chairman and Chief Executive Officer


Age: 6365
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: 3739
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: 6668
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.
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Christopher J. Ball
Senior Vice President and Chief Commercial Officer


Age: 5456
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: 5759
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: 4446
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.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation philosophy, process and objectives and the elements of our 20212023 compensation program for our named executive officers and gives the context for understanding and evaluating the compensation information contained in the tables and related disclosures that follow.
The table below sets forth our named executive officers for 2021:2023:
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
Mr. Clark retired from the Company in January 2024.
Executive Summary
Our executive compensation program is designed to link pay to performance, encourage prudent decision-making and risk management, and create a balanced focus on short-term and long-term performance and stockholder value creation. In the dynamic and competitive environment in which we operate, it is imperative that we maintain an executive compensation program that attracts, motivates and retains highly experienced individuals who are critical to successfully delivering our business plan and yielding industry-leading results.
Our executive compensation program consists of three key elements—elements: (1) base salary, (2) annual cash incentive awards and (3) long-term equity incentive awards.
Consistent with our pay-for-performance philosophy, we award a majority of the compensation for our executives in the form of “at-risk” annual cash incentive awards and long-term equity incentive awards that payout based on achievement of rigorous performance metrics, both of which directly tie our executives’ pay to Company performance.performance and pay out based upon achievement of rigorous performance metrics.
We believe that our executive compensation program effectively encourages our named executive officers to deliver strong financial and operational results that position the Company for future valuationvalue creation for our stockholders, including the strategic priorities the Company successfully achieved over the past year.
Although oil prices began to stabilize in 2021,
In 2023, the oil industry and our business continued to face significant challenges, including ongoing inflationary pressures as well as other varying macroeconomic conditions, such as the impacts of Russia’s war in Ukraine and conflict in the Middle East and the effects they have had on the oil and gas industry as a result of the COVID-19 pandemic. As an example, we announced in July 2021 that Phase 1 of our Tortue
LNG project was encountering cost inflationwhole, including increased volatility with respect to oil, natural gas and supplier delays, which ultimately led to a delayed first gas forecast by three months.NGL prices. Despite such COVID-19 relatedthese challenges, our experienced management team was able to perform competitivelystrongly against our peer companies, primarily due to management’s efforts to reduce costs, strengthencompanies. This performance was driven by our balance sheetdifferentiated strategy of pursuing high-graded, low cost, lower carbon growth opportunities, focused on near term infrastructure-led oil exploration and maintain our balanced investment approach across our productionlonger term gas and development assets and infrastructure-led exploration prospects. The disruption of the industry caused by the COVID-19 pandemic continued to require a determined response from our management team, and they worked diligently to identify and manage unique risks, enact measures to help protect our employees and maintain strong performance.LNG developments.
We believe that our compensation program continues to strike the appropriate balance between short-term and long-term incentives for our management team. Going forward, we remain focused on controlling costs and evaluating responsible and effective ways to maximize retention and stockholder alignment with the goal of ensuring that our compensation decisions align with investor perceptions and expectations. In that regard, we expect to continue our practice of delivering a significant portion of our executives’ overall compensation in the form of long-term equity incentive awards, which we believe are a critical tenet of our pay-for-performance philosophy and align our executives’ interests with those of our stockholders.
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EXECUTIVE COMPENSATION
The key elements of our executive compensation program for 20212023 are set forth below. For additional details on the elements of our executive compensation program, see “—Elements of our Executive Compensation Program” below.




20212023 Business Highlights
Operational momentum returned to Kosmos in 2021 with an increased activity set across the portfolio.2023 was a year of continued delivery for Kosmos. We remained dedicated tofocused on increasing future long-term value for our stockholders by focusing on the delivery ofprogressing key strategic priorities during the year:and operational priorities: (1) conducted safe and reliable operations across the portfolio; (2) delivered robust production growth, achieving our year-end target of >75,000 barrels ofachieved first oil equivalent per day;at Jubilee South East in Ghana (3) advanced Phase 1 of the Tortue LNG project in Mauritania & Senegal to approximately 70%90% complete at year end, while completing the sale and leaseback of the Tortue FPSO, a key funding step for the project; (4) acquired additional interestsas well as advancing our other important development project at Winterfell in the Jubilee and TEN fields in Ghana from Occidental Petroleum; (5)U.S Gulf of Mexico; (4) the Tiberius infrastructure-led exploration and appraisal success with the Winterfell well in the(ILX) oil discovery offshore U.S. Gulf of Mexico; (5) assumed operatorship of Yakaar-Teranga in Senegal; and (6) published TCFD-aligned Sustainability Report; and (7) strengthened our balance sheet and maintained healthy liquidity.MSCI AAA rating.
In that regard, weWe have highlighted below certain of ourthe key safety, strategic,financial and operational and financial results for 2021 that we believe position the Company for ongoing value creation.
2023.
Safety
OneContinued to operate safely with lost time injury rates and total recordable injury occurred in 2021 withrates below industry averages, a totaltrend we have maintained for several years
Financial
Revenue of 1.1 million hours worked. This incident happened in January 2021, when a third-party contractor died on a drilling rig contracted to work for Kosmos in theapproximately $1.7 billion
Repaid U.S. Gulf of Mexico. We conducted an extensive investigation with our rig contractor intoMexico term loan, improving overall weighted average debt maturity and lowering the circumstances to determine the root causes and key learnings. Determined to share the findingscost of the investigation with the broader industry to prevent such an event from happening again, our CEO conducted sessions with two industry organizations –debt
Leverage of 1.9x at year end
the Offshore Operators Committee (OOC) and the International Association of Oil and Gas Producers (IOGP). More than 200 representatives from peer companies and regulators attended the two sessions, where we described the incident in detail and outlined what could be done to prevent something similar from happening again. We hope that our openness and transparency will help others as well as ourselves learn the necessary lessons to prevent a similar incident in the future.34 |  2024 Proxy Statement
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FinancialOperational
Continued to strengthen the balance sheet, increasing liquidity with an improving market backdrop.
Completed the re-financing of our reserve based lending facility with a total facility commitment of $1.25 billion.
Materially reduced leverage to around 2.5x at year-end 2021.
Significantly enhanced the company’s hedging outlook.
Accessed the bond and equity markets to fund the Ghana acquisition with strong support for both transactions.
Operational
RobustAnnual average production performance from the Company’s three production hubs in Ghana, U.S. Gulf of Mexico, and Equatorial Guinea exiting the year above our target rate of 75,000approximately 63,000 barrels of oil equivalent per day.day
In Ghana, the successful start-up of Jubilee South East in July which increased production to ~100,000 bopd
In the U.S. Gulf of Mexico the first two Winterfell development wells were successfully completed, along with an oil discovery at the Tiberius exploration well
Progressed Phase 1 of the Greater Tortue Ahmeyim project to approximately 70% completion90% complete at year-end 2021 and completed2023. Several key milestones were achieved including the sale and leasebacksuccessful completion of the Phase 1 wells, the FPSO a key step inand FLNG sail away, and the project’s funding.handover of the Hub terminal to operations
KosmosIncreased working interest and partners continued to optimize Phase 2assumed operatorship of the Greater Tortue Ahmeyim project, significantly reducing forecast costs and increasing expected returns.Yakaar-Teranga gas discoveries offshore Senegal
Announced and completed the acquisition2P reserve base of additional interests in the Jubilee and TEN fields in Ghana from Occidental Petroleum for ~$550approximately 520 million (~$460 million after post-closing adjustments).barrels of oil equivalent at year-end of 2023, with a reserves to production life of over 20 years
Achieved record 1P and 2P reserves following strong organic and inorganic reserves replacement.Commitment to ESG progress was again recognized by MSCI, a leading ESG rating agency, with its highest AAA rating for the second year
Progressed the company’s ESG agenda supporting a “Just Transition” in Africa.
20212023 Key Compensation Decisions
We believe our executive compensation program provides effective incentives to our named executive officers to lead the Company to achieve industry-leading strategic, financial and operational performance and to position the Company for future value creation for our stockholders.
With the help of its external, independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), our Compensation Committee carefully considered the relevant external and internal economic and business factors affecting named executive officer pay for 2021.2023.
Our Compensation Committee awarded the majority of named executive officer compensation opportunity in the form of “at-risk”, performance-based compensation. This strategy recognizes the evolution of the Company, the volatile state of the oil and gas industry, and the competitive market for talented executives. Through this strategy, our named executive officers remain strongly aligned with the long-term interests of our stockholders.
After a comprehensive review and evaluation of our executive compensation program, the Compensation Committee made the following key executive compensation decisions for 2021,2023, all of which were focused on strong performance accountability that directly links pay with our stockholders’ value,performance, while
decreasing costs of annual and long-term incentives and ensuring that we remain competitive for attracting and retaining key talent.
Base Salaries: In early 2021,2023, the Compensation Committee reviewed the base salaries paid to each of our named executive officers and, in an effortconsistent with the increase received by all employees, determined to manage general and administrative (G&A) costs, the Compensation Committee determined not to make any annual merit increases inincrease each of their base salaries for our named executive officers in 2021 (except for Mr. Shah, whose base salary was increased in recognition of his transition to Senior Vice President and Chief Financial Officer)by 5%.
Annual Cash Bonuses: Following the end of the 20212023 performance year, based on the Company’s achievement of certain key KPIs, and significant other successes, we awarded 20212023 annual cash bonuses to our named executive officers at, below or above target performance levels. See “—Analysis of 20212023 Executive Compensation Decisions—Annual Cash Bonus” below for more details.
Annual Equity Awards: In an effort to retain and incentivizeJanuary 2023, consistent with the Compensation Committee’s historical pay for performance philosophy, we granted approximately 2/3 of our key management andnamed executive officers’ equity incentive awards in the form of performance-vesting restricted share unit (“PSU”) awards, with approximately the remaining 1/3 granted in the form of service-vesting restricted share unit (“RSU”) awards.
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further align their interests with the long-term interests of our shareholders, in early 2021, the Compensation Committee determined to increase the total equity incentive award share quantum for the equity incentive awards granted to our named executive officers in 2021. The total equity award quantum in 2021 included a flat year-over-year share allocation of base annual RSUs and PSUs, plus an additional one-off award comprised entirely of at risk, performance based PSUs. As a result, our named executive officers’ mix of equity incentive awards for 2021 was approximately 85% in the form of PSUs and 15% in the form of RSUs. This one-off additional grant of PSUs was made to incentivize and retain the key leaders of our business (including each of our named executive officers) who are critical to the Company’s long-term plan execution and to partially compensate them for the lack of a 2020 cash bonus as a result of the challenging business environment. Despite
the one-off award of PSUs granted in 2021, the aggregate grant date value of the 2021 equity awards granted to our named executive officers remained consistent with the value of annual equity awards in recent years.

In January 2022, our Compensation Committee determined to grant our named executive officers equity incentive awards consistent with our historical annual grant practice prior to 2021 and our pay for performance philosophy. As a result, in early 2022, our Compensation Committee granted each of our named executive officers 2022 annual equity incentive awards, of which approximately 2/3 were in the form of PSUs and approximately 1/3 were the form of RSUs.

See “—Analysis of 20212023 Executive Compensation Decisions—Equity Awards” below for more details.
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EXECUTIVE COMPENSATION
Compensation Philosophy
Compensation Objectives
Our executive compensation program is designed to:
attract, retain and motivateengage talented and experienced executives in the highly competitive oil and gas industry;industry
reward individual and corporate performance;
align the interests of our executives and stockholders by providing a substantial
portion of the executives’ compensation in the form of long-term equity-based awards granted under our Long Term Incentive Plan (“LTIP”); and
motivate and reward our executives to manage our business to meet our long-term objectives and create and increase stockholder value.
Compensation Practices
We follow sound compensation practices to support our compensation objectives and align our executive compensation program with the interests of our stockholders.
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Elements of Our Executive Compensation Program
Since our inception, our executive compensation program has consisted primarily of base salaries, annual cash bonuses and long-term equity incentive awards. For each of these elements, we take into account the practices of our industry peers. We expect that these will remain the principal elements of our executive compensation program going forward—although the relative proportions of each element, and the specific plan and award designs, will continue to evolve to support the strategy of the Company. Each element of our executive compensation program is described in more detail as follows:
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.
Employee Benefits
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.
Health and WelfareEmployee 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.
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Base salaries represent a relatively modest percentage of total compensation. Our executives have the opportunity to earn a significant portion of their compensation in the form of variable (or “at-risk”) incentive compensation. The portion of each compensation element as a percentage of total direct compensation paid in respect of 20212023 to our CEO and the average of such compensation paid to our other named executive officers was as follows:



Executive Compensation Procedures
Role of the Compensation Committee
Our Compensation Committee is responsible for the approval, evaluation and oversight of our executive officer compensation and equity incentive compensation plans, policies and programs. Compensation Committee members discuss compensation matters with each other outside regularly scheduled meetings. The Compensation Committee may delegate its authority to subcommittees or the Chair of the Compensation Committee when it deems it appropriate and in the best interests of the Company. The Compensation Committee may also delegate to one or more officers of the Company the authority to make equity grants to employees other than our executive officers under the LTIP. As Chair of the Compensation Committee, Mr. Ogunlesi reports to the full Board regarding compensation matters.
The Compensation Committee meets outside the presence of our Chief Executive Officer and our other named executive officers to consider the appropriate
compensation for our Chief Executive Officer. The Compensation Committee analyzes the performance of our Chief Executive Officer and determines his base salary, any annual cash bonus and any grant of equity-based awards. For all other named executive officers, the Compensation Committee meets outside the presence of the named executive officers, except our Chief Executive Officer. Our Chief Executive Officer reviews the performance of each named executive officer (other than himself) with the Compensation Committee and makes recommendations to the Compensation Committee on the appropriate base salary, any annual bonus and any grant of equity-based awards. Our Chief Executive Officer has no role in the decision-making process for determining his compensation. For more on the Compensation Committee’s responsibilities, see “Board of Directors, Board Meetings and Committees—Committees of the Board of Directors—Compensation Committee” above.
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Role of Compensation Consultant
Since 2011, the Compensation Committee has engaged Meridian to provide independent advice on executive compensation trends and issues,
compensation practices within the oil and gas industry, and the design and structure of our
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executive compensation programs. Meridian has also provided similar information and input regarding outside director compensation.
Meridian reports directly and exclusively to the Compensation Committee, and at the Compensation Committee’s direction Meridian works with management to review or prepare materials for the Compensation Committee’s consideration. Meridian did not provide any other services to the Company or our management in 2021.2023. Meridian participated in several conversations with the Compensation Committee and Committee Chair in 20212023 and early 20222024 and developed materials for the Compensation Committee’s consideration at meetings.
Meridian provided current information on industry compensation trends and practices and their
application to Kosmos for the Company and the
Compensation Committee to consider regarding compensation levels and incentive compensation design. Meridian provided an update to the Compensation Committee concerning recent executive compensation trends in the oil and gas exploration and production industry as context for the Compensation Committee’s annual compensation review.
For 2021,2023, Meridian provided the Compensation Committee with information necessary for an evaluation of its independence in accordance with Section 10C-1 of the Exchange Act to determine whether a potential conflict of interest might arise in connection with advising the Compensation Committee. After reviewing the information provided, the Compensation Committee concluded that the advice provided by Meridian is independent and no conflicts or potential conflicts of interest exist.
Compensation Benchmarking
The Compensation Committee occasionally uses industry peer compensation data as a reference for pay levels and practices and considers such data relevant to, but not determinative of, its consideration of overall executive compensation matters.
In 2021,2023, Meridian referenced compensation data collected in its proprietary industry survey of 3441 North American exploration and production companies, and policies and practices researched across the industry in general. For a list of the surveyed companies, see Annex A to this Proxy Statement.
The Compensation Committee has noted that surveyed industry companies vary in size and scope, operate in different geological basins and generally have less focus on deepwater operations than does Kosmos. In general, Kosmos competes with these companies for talent, and the Committee believes that they are currently appropriate for executive compensation comparison. When considering executive compensation decisions, the Committee takes into consideration the differences and similarities between Kosmos and any data from the surveyed companies.
Advisory Vote to Approve Named Executive Officer Compensation
At our 20212023 annual stockholders meeting, approximately 97%82% of votes cast, on an advisory basis, were in favor of our named executive officer compensation. As such, the Compensation Committee believes that our stockholders are largely satisfied with our existing named executive officer compensation program. Based on this result and our ongoing review of our compensation policies and decisions, we believe that our existing compensation program effectively aligns the interests of our named executive officers with stockholder interests and our long-term goals.
Nevertheless, we continually consider ways to modify our executive compensation program to strengthen this alignment of interests.
Our stockholders will have an opportunity again this year to vote, on an advisory basis, on our named executive officer compensation. The Compensation Committee will carefully consider the results of this year’s stockholder vote, along with all stockholder views on our compensation programs that are communicated to us, when making future compensation decisions for our named executive officers.
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Analysis of 20212023 Executive Compensation Decisions
Equity Incentive Awards
Equity Compensation Overview
Our equity compensation program is designed to align our executives’ interests with those of our stockholders by motivating our executives to contribute significantly to the Company’s success and to create long-term stockholder value. We believe that a performance-driven, team-based culture is crucial to our future success. Therefore, we grant equity awards to all of our U.S.-based employees to align their interests with those of our stockholders and to expose them to the same upside and downside risks as our stockholders.
We have historically granted equity awards under our LTIP in the form of RSUs and PSUs. We believe that these equity awards incentivize our employees to work toward our continued success and motivate their retention with the Company. The awards align the interests of our employees with those of our stockholders, as the ultimate value received depends on the share price on the vesting date and, in the case of PSUs, the level of attainment of the multi-year relative total
shareholder return (TSR) performance goal. In addition, while grants of RSUs do not have
explicit performance-vesting conditions, due to the nature of the risks of the industry in which we operate, the ultimate value realized from RSUs depends significantly on our future operating performance.performance and increases in our share price.
We typically grant equity awards as part of our annual and new hire equity grant process. Our Compensation Committee grants annual equity awards in January of each year, which enables our Compensation Committee to make comprehensive compensation decisions for our executives after the end of each year (contemporaneous with decisions regarding the payment of annual bonuses and any base salary adjustments).
All of the outstanding equity awards held by our named executive officers are subject to our Financial Restatement Compensation Recoupment Policy and our Detrimental Conduct Compensation Recoupment Policy (discussed in more detail in “—Compensation Recoupment Policy”Policies” below).
20212023 Annual Equity Awards
In lightThe Compensation Committee’s overall approach to equity incentive compensation in 2023 continued to place a strong emphasis on pay for performance by granting a significant portion of equity incentive awards in the unprecedented challenges we faced dueform of PSUs that are subject to volatility in worldwide oil prices and the COVID-19 pandemic and the related determination byachievement of a three-year relative TSR performance goal, which the Compensation Committee not to paybelieves closely aligns our named executive officers’ interests with those of our stockholders and complements the KPIs used for purposes of determining payouts under our 2023 annual cash bonuses to our executive officers for the 2020 performance year, in early 2021, the Compensation Committee determined to increase the totalbonus program.
In 2023, we granted annual equity incentive award share quantum for the equity awards granted to our named executive officers, in 2021. The totalwith approximately 2/3 of such annual equity award quantum for 2021 included a flat year-on-year share allocation of base annual RSUs and PSUs, plus an additional one-off award of PSUs. As a result, our named executive officers’ mix of equity incentive awards for 2021 was approximately 85%granted in the form of PSUs and 15%approximately 1/3 granted in the form of RSUs.
The one-off additional grant of PSUs in 2021 was made to incentivize and retain the key leaders of our business (including each of our named executive officers) who are critical to the Company’s long-term plan execution and to partially compensate them for the lack of a 2020 cash bonus as a result of a challenging business environment. Despite the one-off award of PSUs granted in 2021, the aggregate grant date value of the 2021 equity awards granted to
our named executive officers remained consistent with the value of annual equity awards granted in recent years to our named executive officers.
2021 RSUs. RSUs are inherently aligned with the interests of our stockholders because their ultimate value is directly linked to future appreciation in our share price. RSUs also increase the retentive value of our overall executive compensation program. The annual RSU awards granted to our named executive officers in 20212023 vest one-third each year over three years based on continued service.
2021 PSUs. The PSUs granted in 2021 require attainment2023 vest at the end of both a service and a performance condition. The service condition is attained one-third each year over three years, and the performance condition is attained over a three year performance period (as specified below) based on achievement of a specified relative TSR
performance goal. The attainment of the performance condition will be determined onat the last dayend of the three-year performance period based on our TSR as compared to the TSR of a specified group of industry “performance peer” companies (listed below).
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Achievement of the TSR performance goal is fixed for both the top two and bottom two TSR ranking positions. For all other TSR ranking positions, the performance condition attainment will be interpolated based on the Company’s TSR performance relative to the difference between the TSR of the second best and second worst performing peer companies. For these purposes, TSR will continue to be determined as the percentage by which the average closing price of a share of Kosmos or a share of a performance peer company on each of the 30 trading days ending on the last day of the
performance period is more or less than the average closing price of the share on each of the 30 trading days ending on the first day of the performance period, plus the amount of any dividends or distributions that are declared during the performance period. The Compensation Committee believes this structure ensures that payouts of PSU awards accurately reflect relative performance that considers the size of absolute differences between our TSR and the TSR of the performance peer companies beyond just percentile rank.
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The performance goal for the performance awards granted to our named executive officers in 20212023 will be attained based on the ranking of our TSR performance and the TSR itself relative to the TSR of our peer companies during the performance period commencing January 4, 20213, 2023 and ending January 4, 2024,3, 2026, as follows:
Relative TSR (Ranking)
Performance Goal Attainment
1st (highest)
200%
2nd highest
175%
3rd highest – 3rd lowest (“Middle Zone”)
*
2nd lowest
25%
Lowest
0%
*

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 2nd highest ranking and the TSR of the performance peer company with the 2nd 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.
To the extent that the performance goal is attained above the 100% target performance level, our Compensation Committee, in its sole discretion, may provide for settlement of any such above-target portion of the PSU awards in cash in lieu of shares. This discretion to settle the PSUs in cash is intended to provide our Compensation Committee flexibility to preserve shares under the LTIP for future new hire and annual equity awards and to reduce dilution to stockholders.
The nine industry performance peer companies for PSUs granted to our named executive officers in 20212023 are listed below. Unless otherwise determined by the Compensation Committee, if a peer company is no longer publicly traded on the last day of the performance period, it will be removed from the group of performance peers and will not be replaced. These companies were selected because they are the oil and gas exploration and production companies most like Kosmos in terms of geographic reach, development stage, and who potentially compete with the Company for executive talent.
20212023 PSUs: Performance Peer Companies
Africa Oil Corp.
Aker BP ASA
Capricorn Energy plc
Genel EnergyEnergean plc
HarbourGenel Energy Plc
plc
Lundin Petroleum AB
Harbour Energy Plc
Murphy Oil Corporation
Talos Energy Inc.
Tullow Oil plc
To receive any payout under the RSUs and PSUs, our named executive officers and other employees generally must remain employed with us through the vesting date and, in the case of PSUs, the TSR performance condition must be satisfied. However, the awards are subject to accelerated vesting under specified circumstances (see “2021“2023 Compensation—Potential Payments Upon Termination
or Change in Control” below). Our outstanding equity awards generally vest on a “double-trigger” basis in connection with a change in control—i.e., the awards
accelerate in connection with a change in control if a qualifying termination of employment occurs on or within one year after the change in control—which we believe further aligns our equity compensation program with the interests of our stockholders. Our
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CEO has certain enhanced protections for his equity awards in connection with a change in control, as described in more detail in “2021
“2023 Compensation—Potential Payments Upon Termination or Change in Control—Equity Awards” below.
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For details on the outstanding equity awards granted to our named executive officers in 20212023 and prior years, including the numbers of shares, dollar values, vesting schedules and acceleration and forfeiture provisions, see the tables and narrative under “2021“2023 Compensation” below.
2022 Annual Equity Awards2021 PSU Award Payouts
The three-year performance period applicable to the PSUs granted to each of our NEOs on January 31, 2021 concluded on January 4, 2024 and resulted in a payout level at 175% of target based on achievement of the relative TSR metric at the 2nd highest ranking. In January 2022, ourconnection with the discretion provided to it under the 2021 PSU awards, the Compensation Committee determined to grant our named executive officers equity incentive awards consistent with our historical annual grant practice prior tosettle the above-target portion of the 2021 and our payPSUs for performance philosophy. As a result, in early 2022, our Compensation Committee granted eachall of our named executive officers 2022NEOs except Mr. Clark in
cash in order to preserve shares under the LTIP for future new hire and annual equity
incentive awards and to reduce dilution to stockholders. Accordingly, upon settlement of which approximately 2/3 were in the form of2021 PSUs, Mr. Inglis received 837,500 shares and approximately 1/3 were the form of RSUs. Additional details regarding the equity awards granted to our named executive officers in 2022 will be disclosed in our 2023 annual proxy statement.$3,806,437.50, Mr. Shah received 423,000 shares and $1,922,535, Mr. Ball received 493,000 shares and $2,240,685, Mr. Clark received 862,750 shares and Mr. Doughty received 344,647 shares and $1,566,419.
Annual Cash Bonuses
Each year, the Compensation Committee establishes an annual cash bonus program for eligible employees (including our named executive officers). The base bonus pool under the annual cash bonus program is determined by reference to the aggregate amount of each eligible employee’s target bonus opportunity. The actual bonus pool is determined by the Compensation Committee based on its holistic quantitative and qualitative assessment of the level of achievement of Company “key performance indicators” (which we refer to as “KPIs”), as well as overall Company financial and operating performance. The KPIs which are all weighted equally for performance and bonus determinations, are established by the Compensation Committee at the beginning of each year and are derived from our strategic and operational plan and demonstrate year-over-year improvement. Actual individual bonus amounts are then determined by the Compensation Committee based on its review and assessment of individual performance (taking into account our Chief Executive Officer’s assessment of individual performance of each executive, other than himself). The bonus range for each named executive officer was 0% − 200% of the executive officer’s target bonus opportunity. For information on each of our named executive officers’ target and maximum annual bonus opportunity established by the Compensation Committee at the beginning of 2021,2023, see the “2021“2023 Grants of Plan Based Awards” table below.
The base bonus pool for each performance year (which we refer to as the “Base Bonus Pool”) is determined with reference to the aggregate target
bonus of all bonus eligible employees. The actual bonus pool available for bonus payments with respect to all employees of the Company for the applicable performance year (which we refer to as the “Actual Bonus Pool”) may be funded up to 120% of the Base Bonus Pool if all KPIs are achieved, 100% of the Base Bonus Pool if 80% of the KPIs are achieved, and 80% of the Base Bonus Pool if 60% of the KPIs are achieved, as determined by our Compensation Committee based on its quantitative and qualitative assessment of the level of achievement of the KPIs and overall Company financial and operating performance. Actual individual bonus amounts payable to our named executive officers were then determined based on the Compensation Committee’s review and assessment of the individual performance (taking into account our Chief Executive Officer’s assessment of individual performance of each executive, other than himself). The actual aggregate amount of cash bonuses paid to all of our employees, including our current named executive officers, for any performance year cannot exceed the Actual Bonus Pool approved by our Compensation Committee for such year.
In January 2022, theThe Compensation Committee reviewed a comprehensive report prepared by management summarizing the Company’s performance against the pre-established 20212023 KPIs and the Company’s strategic, financial, exploration, development and production performance.
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The KPIs for the 20212023 performance year, as judgedassessed by the Compensation Committee, in January 2022, are set forth in the table below. Within each sub-category, the supporting KPIs are equally weighted for performance determinations. Financial KPIs (EBITDAX and free cash flow) are set at $75/barrel Brent oil price and actual performance is adjusted to reflect the referenced $75/barrel Brent oil price.
20212023 Key Performance Indicators
KPI
Level of

Achievement
Commentary
���
Enhance License to OperateBuilding a Sustainable Business – ESG Goals
(Total Weighting 20%)
Zero anticorruption violations
Achieved
ContinuedZero 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
Partially
Achieved
Delivered all five HSES plan targets,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 one fatality on the West Neptune Drilling Rig (Gulf of Mexico).
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.
Establish Kosmos as a company recognized for its leading ESG credentials

 Secure opportunities in 2021 to mitigate Scope 1Enhance the well-being and Scope 2 carbon emissions
engagement of our staff (as measured through the Work Force survey)
Achieved
Recognized by Newsweek as one of America’s top 500 Most Responsible Companies (2nd place E&P company on the list).

Secured opportunities in 2021 to mitigate Scope 1 and Scope 2 carbon emissions.
Effectively manage above ground country risk through leveraging Kosmos brand
Achieved
Continued to effectively manage our country strategies by leveraging the Kosmos brand to strengthen relationships and manage above ground risks through consistent and transparent engagement with our host government bodies which enhanced our relationship as a trusted partner.

This was evidenced by the successful transition of the Kosmos Innovation Center in Ghana to a stand-alone organization, attracting $16 million of funding from MasterCard Foundation.
Enhance Organizational Effectiveness
Improve the strategic alignment, efficiency and connection of the Company
Achieved
Improved the strategic alignment, efficiencywell-being and connectionengagement of the Companyour staff as evidenced by our improved annual Work Force survey scores for connection and strategic alignment.

Hybrid return to office in July 2021 and the Company resumed social and philanthropic activities.
these areas.
Result 20%
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Deliver Operational Milestones
(Total Weighting 50%)
Ghana Business

Unit
Maximize GhanaDeliver Jubilee South East (JSE) development project on-time and on-budget (with three wells online by 3Q 2023) and gross production through 2021 drilling, increased gas offtake export and reliable water injection> 100 Mbopd in 2H 2023
Partially
Achieved
(50%)
Achieved
Increased GhanaSuccessfully delivered the JSE project with first oil achieved in mid-2023 and field production by drilling three wells at Jubilee and one well at TEN.

Jubilee exceeded 90,000 Mbopd, gross exit rate at year-end.

High levels ofincreased to ~100 Mbopd; however, subsequent water injection and gas offtake from the Government of Ghana has continued into 2022 with record levels of water injection seen at Jubilee (>235,000 barrels of water per day) helping to optimize reservoir performance.
issues were encountered, which resulted in lower than forecasted oil production.
DevelopDeliver redefined TEN Plan with approval of the Operator high graded drilling targets in Jubilee and TEN to underpin two rig program in 2022
Plan of Development (PoD) for expansion project with associated Gas Sales Agreement (GSA)
Partially
Achieved
(50%)
Developed high graded drilling targetsWhile engagement continues with Government of Ghana, the Operator and decided to optimize the 2022 drilling program using a single drilling rig.

Aligned with partnership to drill twoamended TEN riser-based wells with production benefit expected 2023.
Complete Ghana infrastructure-led exploration (ILX) review that identifies high-graded opportunities that competePoD has not been approved. An interim GSA was secured through May 2024, which allows for future capital
Achieved
Completed ILX review in Ghana with future opportunities identified.
ongoing gas revenue.
Gulf of Mexico

Business Unit
Operated activity: Ensure safeOdd Job Subsea Pump project remains on-time and efficient drilling/on-budget for completion – Zora ILX well and Kodiak-3 well
in 2H 2024
Not Achieved
Experienced issuesOdd 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 2024AchievedBeacon 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-budgetAchievedTiberius well was drilled safely; announced as an oil discovery with the completion process at the Kodiak-3 well.~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 resourcesAchievedTrailblazer prospect (estimated >200 Mmboe gross resources) high graded but deferred until 2025.
Non-Operated activity: Rigorous assurance of Operator’s basis of design and execution of Tornado-5 wellEquatorial
Guinea
Business Unit
Maximize production and increase reliability through the optimization program, including stimulations and capital-efficient facilities upgradesAchievedMaximized 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 2023AchievedDrilling 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
Tornado-5 well (renamed Tornado-3ST2 well) successfully completedFirst gas now targeted in 3Q 2024, due to unplanned issues with original subsea contractor and brought on production.
FPSO delivery.
Deliver one commercial discovery from Winterfell/ZoraFinalize GTA Phase 2 optimization work with net reservesthe Operator to enable the commencement of >10 MMboe (NRI)
FEED in 2023
Not Achieved
A commercial discovery wasPhase 2 concept selection made at Winterfell, resulting in February 2023, with partnership agreeing to optimize a net reserves additionGravity-Based Structure concept. Further progress on Phase 2 deferred pending start-up of >10 MMboe (NRI).
Phase 1.
Progress one operated gas project outside Tortue (BirAllah, Yakaar|Teranga) to define next M|S LNG growth wedgeAchievedSecured operatorship of Yakaar|Teranga in November 2023 and progressed concept optimization with the partnership.
Result 36%
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Equatorial
Guinea/Sao Tome
and Principe
Business Unit
Maximize production through the optimization program, including electric submersible pumps (ESPs) and well stimulations
Achieved
Maximized production through the completion of one new ESP conversion and one existing ESP repair.
Ensure safe and efficient three-well infill program beginning in 2Q 2021, that cumulatively delivers 1.3 Mbopd (gross) annualized production uplift
Partially Achieved
Two infill wells were successfully drilled and brought online, however, one well was deferred due to prioritization of HSE.

The new infill wells led to an annualized production uplift of 0.3 Mbopd (gross) due to their delayed timing, but their combined production exit rate of 3.8 Mbopd (gross) as of December 31, 2021 was higher than expected.
Complete farm-outs of Block EG-24 in Equatorial Guinea and Block 5 in Sao Tome and Principe to deliver self-funded exploration program
Partially Achieved
The farm-out process is continuing into 2022, however, an amendment to the Block EG-24 production sharing agreement improving its commercial terms was agreed with the Government of Equatorial Guinea in 2021 to enable successful future execution.
Mauritania/Senegal
Business Unit
GTA – Ensure Phase 1 remains on schedule to deliver first gas in 1H 2023; finalize expansion plans with the Operator to support Phase 2 FID by end of 2022
Partially Achieved
Due to delays resulting from COVID-19 related labor and supplies shortages, Phase 1 first gas is now scheduled for Q3 2023.

A Phase 2 working group was formed in 2021 to focus discussions on reaching a Phase 2 development decision in 2022.
Financing: Completion of the GTA FPSO financing by end 1Q 2021 and national oil company (NOC) loan refinancing by YE; advance alternative Phase 1 project financing/asset sale by year-end
Achieved
GTA FPSO financing completed.

Received several terms sheets for the NOC loan refinancing, but after considering improved liquidity position, the Company decided to continue discussions into 2022 to ensure an optimal structure.
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Manage Costs
(Total Weighting 10%)
Net Cash General and Administrative (G&A)(1) expense of $55$71 million
Achieved
Net Cash G&A(1) $60 million, which includes non-budgeted discretionary cash bonuses of ~$6 million approved by the Compensation Committee for retention and performance.$57 million.
ProjectTotal Capital Expenditure (CapEx) of $387(4)$730 millionwith an additional $40 million budgeted for uncertainties
Not
Achieved
Total CapEx of $459$850 million. Base business capital expenditures of ~$270 million were in line with budget and gross M|S capital expenditures of ~$171 million was also in line with approved budget, however the net amount reflected increased capitalIncrease largely due to delayed timinglack of FPSO saleattractive drilling rig farm-out options in Ghana and leaseback transaction (completed in 3Q vs budgeted at end of 1Q). The Company also incurred an additional $18 million of unbudgeted capital expenditures for additional Ghana interests acquired from Oxy in 2021.
accelerated inventory delivery related to EG infill drilling program.
Result 5%
Deliver 20212023 Corporate Targets and Maintain Long Term Financial Liquidity
(Total Weighting 15%)
Deliver production target of 55-5866-71 Mboepd(2) and corresponding EBITDAX(3) of $500$1,3005501,400 million(2) at $45/Bbl$75/bbl Brent
Not
Achieved
Delivered 20212023 production of ~5562.8 Mboepd (~52 Mboepd excluding the impacts of acquisitions).(2) and EBITDAX of $702 million(3) delivered at average $71/Bbl Brent.
Maintain long-term financial strength through refinancing of RBL and RCF credit facilities, capital markets issuance and continuing a disciplined hedging program
Achieved
Successfully completed RBL refinancing and issuance of $850$1,238 million of High Yield Notes offerings.

~55% of expected 2022 production hedged.
Reposition the Company(2).
Deliver transaction that re-rates the company by building scale and strengthening the balance sheetpositive 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
Successful acquisitionAchieved
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 interests in Ghana from Occidental Petroleum that should improve the Company’s EBITDAX and free cash flow.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 20212023 Annual Report on Form 10-K.
(4)

Inclusive“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 Winterfell Appraisal capital dueresults and excludes non-recurring activity such as acquisitions, divestitures and National Oil Company (“NOC”) financing. NOC financing refers to successful exploration drilling.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.
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In evaluating the Actual Bonus Pool for the 20212023 performance year, the Compensation Committee considered the Company’soverall 2023 KPI achievement against the criteria of 100% of the Base Bonus Pool if 80% of the KPIs are achieved and 80% of the Base Bonus Pool if 60% of the KPIs are achieved. In addition, the Compensation Committee considered the Company's overall strategic, financial and operating performance, including robustsafety performance, production growth, a strengthened balance sheet and healthy liquidity, the acquisition of additional interests in Ghana from Occidental Petroleum and the continued advancement of Phase 1 of the Tortue LNG project to approximately 70% complete at year end.project. As a result, the Committee approvedexercised negative discretion in approving the Actual
Bonus Pool for 20212023 at 100%88% of the Base Bonus Pool.Pool, reflecting the Committee’s view of the relative impact of some of the KPIs not being met (namely lower production and delay in Phase 1 of GTA).
In determining the individual bonus award for each of our current named executive officers for 20212023 payable from the 20212023 Actual Bonus Pool, the Compensation Committee considered each executive’s individual contributions, including strategic initiatives, financial performance, operating performance and organizational leadership.
The table below sets forth our current named executive officers’ target and maximum bonus opportunities for 2021,2023, along with the actual amounts of the bonuses that they received for 20212023 based on the achievement of the KPIs and Companythe Company’s performance described above:
Name
Target Bonus
Opportunity
(as % of Base
Salary)
Target Bonus
Opportunity ($)
Maximum Bonus
Opportunity ($)(1)
Actual 2021
Bonus ($)
Andrew G. Inglis
100%
1,028,012
2,056,024
1,500,000
Neal D. Shah
100%
550,000
1,100,000
1,100,000
Christopher J. Ball
100%
615,652
1,231,304
976,718
Richard R. Clark
100%
668,749
1,337,498
668,749
Jason E. Doughty
75%
349,965
699,930
612,438
Name
Target Bonus
Opportunity (as
% of Base Salary)
Target Bonus
Opportunity ($)
Maximum Bonus
Opportunity ($)(1)
Actual 2023
Bonus ($)
Andrew G. Inglis100%1,127,9862,255,972902,389
Neal D. Shah100%603,4871,206,974543,139
Christopher J. Ball100%696,8991,393,798570,181
Richard R. Clark100%733,7841,467,5681,027,298
Jason E. Doughty75%383,999767,998383,999
(1)

The amounts in this column represent 200% of each named executive officer’s target bonus opportunity.
Base Salary
Base salary is the sole fixed component of our executive compensation program and represents a relatively modest portion of our named executive officers’ total compensation package, offering them a measure of certainty and predictability. We generally review salary ranges and individual salaries for our named executive officers annually. We establish the base salary for each named executive officer based on our review of pay levels across industry peers and business requirements for certain skills, individual experience and contributions, as well as the roles and responsibilities of the executive. We believe competitive base salaries are necessary to attract and retain an executive management team with the appropriate abilities and experience required to lead us and execute our strategy.
Our named executive officer salaries are intended to be competitive with those of our industry peers. We do not have a prescribed policy or broadly applied guideline for how salaries should compare to external survey data.
Base salaries are subject to change if, among other reasons, the executive’s experience or responsibilities change materially or there are changes in the competitive market environment.
In early 2021,2023, the Compensation Committee reviewed the base salaries paid to each of our named executive officers. The Compensation Committee approved a 5% increase in the base salaries of our named executive officers, and determined that no base salary increases would be grantedconsistent with the exception that,increase received by all employees, as set forth in consideration for his appointment to Senior Vice President and CFO, Mr. Shah’s base salary was increased from $460,000 to $550,000 effective February 1, 2021.the table below.
Name
2020 Base Salary
2021 Base Salary
($)
($)
Mr. Inglis
1,028,012
1,028,012
Mr. Shah
460,000
550,000
Mr. Ball
615,652
615,652
Mr. Clark
668,749
668,749
Mr. Doughty
466,620
466,620
Name2022 Base Salary2023 Base Salary
($)($)
Mr. Inglis1,074,2721,127,986
Mr. Shah574,750603,487
Mr. Ball663,713696,899
Mr. Clark698,842733,784
Mr. Doughty487,618511,999
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Benefits and Perquisites
Our named executive officers are entitled to the same health and welfare benefits as our employees generally, including medical, prescription drug, dental and vision insurance and relocation benefits and are also entitled to annual executive physicals, financial and tax planning services and payments of premiums for supplemental health and welfare benefits. Our named executive officers are eligible to participate in our tax-qualified 401(k) plan on the same basis as our employees generally and are not entitled to any supplemental executive retirement
benefits. Under the 401(k) plan, the Company matches 100% of an employee’s elective deferrals up
to a specified percentage of eligible compensation (8% in 2021)2023), subject to applicable limitations under the Internal Revenue Code.
For details and the amounts of such benefits, see the “All Other Compensation” column of the 20212023 Summary Compensation Table and the accompanying footnotes below.
Deferred Compensation Program
The Company hasdoes not currently maintain any non-qualified deferred compensation plan. The Company previously maintained a non-qualified deferred compensation plan pursuant to which each member of our Senior Leadership Team (including our named executive officers) and executives at the level of senior vice president or above were eligible to defer up to 50% of his or her base compensation and 100% of his or her annual cash bonus compensation on a
pre-tax basis, with the Company providing a matching contribution on the first 8% deferred by each executive. On January 20, 2022, the Compensation Committee approved the termination of the deferred compensation plan, with any remaining benefits and obligations under the plan to be paid out in full within approximately 24 months following the termination date.
Termination and Change in Control Benefits
Equity Awards: The vesting of the equityawards held by our named executive officers accelerates in connection with specified terminations of employment or a change in control. See “2021“2023 Compensation—Potential Payments Upon Termination or Change in Control” below.
Offer Letters: The offer letter agreements wehave entered into with each of our named executive officers (other than Messrs. Clark and Shah) provide for specified termination payments and benefits. See “2021“2023 Compensation—Potential Payments Upon Termination or Change in Control—Offer Letters” below.
Severance Policy: We maintain a change in control severance policy that is designed to encourage continuity of management and other employees after a “change in control”
(asencourage continuity of management and other employees after a “change in control” (as defined in the LTIP). The policy provides severance benefits to regular full-time U.S. employees (including our NEOs) whose employment is terminated in connection with a change in control. Our named executive officers are not covered by any severance policy or program for terminations that occur other than in connection with a change in control. In January 2022, the Compensation Committee determined to implement certain changes to the calculation of cash severance under this severance policy after undertaking a benchmarking analysis of peer and industry executive compensation programs. For more information on our change in control severance policy, and the revisions made to the policy in January 2022, see “2021“2023 Compensation—Potential Payments Upon Termination of Change in Control—Severance Policy” below.
Compensation Recoupment PolicyPolicies
UnderWe maintain a Financial Restatement Compensation Recoupment Policy that complies with the requirements of Section 10D of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and Section 303A.14 of the NYSE Listed Company Manual and which provides for the recoupment of
certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws. In addition, under our Detrimental Conduct Compensation Recoupment Policy, in the event the Company is required to restate its financial resultsan executive officer engages in order to correct a material error, our Compensation Committee may recoup, on a pre-tax
basis, certain incentive-based compensation from our executive officers to the extent the amount of such compensation actually paid to the executive exceeds the amount that would have been paid if
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calculated based on the financial restatement. In addition, in the event an executive officer engages in certain specified acts of misconduct, the Compensation Committee may recoup, on a pre-tax basis, certain incentive-based compensation and other compensation (including service-vesting equity awards and discretionary cash bonuses) that was
paid to such executive within three years prior to the date of such misconduct (or, if later, the date the Compensation Committee discovers such misconduct).
The Compensation Committee reviews this policythese policies from time to time, and the Committee will review it following the SEC’s adoption of a final rule under the Dodd-Frank Act regarding incentive-based compensation recoupment.time.
Share Ownership Guidelines
Under our share ownership guidelines, each of our executive officers is required to own, within five years following his or her hire or promotion date, common shares of the Company having an aggregate value at least equal to the multiple of his or her annual base salary, as follows:
Position
Multiple of

Annual Base

Salary
Chief Executive Officer
6x
Other Executive Officers
3x
Shares owned directly or indirectly (including shares received upon settlement of an equity award) and service-vesting restricted shares and share-settled RSUs are counted for purposes of satisfying our Share Ownership Guidelines. However, shares underlying restricted shares or RSUs that are subject to performance-based vesting conditions that have not yet been satisfied will not be counted for purposes of satisfying the ownership guidelines.
As of December 31, 2021,2023, all of our executive officers were in compliance with the share ownership guidelines.
Policy Prohibiting Hedging Transactions
Our Dealing Policy prohibits our employees, including our named executive officers, from engaging in speculative transactions in the Company’s securities, including short sales and, unless our General Counsel provides prior written authorization, publicly traded options and margin accounts.
During the past five years, none of our named executive officers have engaged in any such hedging transactions with respect to any Company securities.
Compensation Risk Assessment
Our management team has reviewed our compensation policies and practices for all of our employees with our Compensation Committee. We believe that the following factors mitigate any potential risks: balanced pay mix; diversified performance metrics; emphasis on long-term equity incentive compensation tied to service and
performance conditions; the overall amount of
compensation and internal control and oversight by the Compensation Committee and our Board.
The Compensation Committee has determined, based on this review, that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
Tax and Accounting Considerations
The Compensation Committee takes into consideration the accounting and tax implications of our compensation and benefit programs, including with respect to the federal income tax deductibility of compensation under Section 162(m) of the Internal Revenue Code (the “Code”).
In the exercise of its business judgment, and in accordance with its compensation philosophy, the Compensation Committee continues to have the flexibility to award compensation that is not deductible under Section 162(m) if it determines such award is in our stockholders’ best interests.
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Compensation Committee Report
The Compensation Committee has reviewed and discussed the CD&A with our management. Based on this review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.2023.
Respectfully submitted by the Compensation
Committee of the Board,
Adebayo (“Bayo”) O. Ogunlesi, Chair

Sir Richard Dearlove
Deanna L. Goodwin
Steven M. Sterin
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20212023 Compensation Tables
The following tables contain information about the compensation we provided for 2021, 20202023, 2022 and 20192021 to our 20212023 named executive officers.
20212023 Summary Compensation Table
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
2021
1,028,012
1,500,000
3,658,925
50,993
6,237,930
2020
1,028,012
3,636,630
58,059
4,722,701
2019
1,007,855
1,763,746
2,334,927
47,932
5,154,460
Neal D. Shah(5)
Senior Vice President and Chief
Financial Office
2021
550,000
1,100,000
1,841,810
34,799
3,526,609
2020
460,000
1,212,210
34,581
1,706,791
2019
Christopher J. Ball
Senior Vice President and Chief Commercial Office
2021
615,652
976,718
2,115,510
36,743
3,744,623
2020
615,652
1,776,638
63,451
2,455,741
2019
603,580
905,370
1,235,919
46,062
2,790,931
Richard Clark
Senior Vice President and Head of
Gulf of Mexico Business Unit
2021
668,749
668,749
2,115,510
​93,204
3,546,212
2020
668,749
1,776,638
49,927
2,495,314
2019
655,636
1,147,363
1,235,919
47,956
3,086,874
Jason E. Doughty
Senior Vice President and General Counsel
2021
466,620
612,438
1,482,631
36,574
2,598,263
2020
466,620
1,278,182
39,276
1,784,078
2019
457,470
514,654
888,971
39,584
1,900,679
Name and Principal PositionYear
Salary
($)(1)
Bonus
($)
Non-Equity
Incentive
Compensation
($)(2)
Stock
Awards
($)(3)
All Other
Compensation
($)(4)
Total
($)
Andrew G. Inglis
Chairman and Chief Executive Officer
20231,127,986902,3897,599,63167,2639,697,269
20221,074,2721,879,9774,859,92057,8487,872,017
20211,028,0121,500,0003,658,92550,9936,237,930
Neal D. Shah
Senior Vice President and Chief
Financial Officer
2023603,487543,1394,203,58339,1035,389,312
2022574,7501,149,5002,733,70536,1894,494,144
2021550,0001,100,0001,841,81034,7993,526,609
Christopher J. Ball
Senior Vice President and Chief Commercial Officer
2023696,899570,1813,238,66548,2544,553,999
2022663,713663,7132,490,70942,8463,860,981
2021615,652976,7182,115,51036,7433,744,623
Richard Clark
Senior Vice President and Head of
Gulf of Mexico Business Unit
2023733,7841,027,2981,994,54454,8573,810,483
2022698,842559,0741,694,89756,5083,009,321
2021668,749668,7492,115,51093,2043,546,212
Jason E. Doughty
Senior Vice President and General Counsel
2023511,999383,9992,316,60647,9313,260,535
2022487,618639,9981,694,89741,1242,863,637
2021466,620612,4381,482,63136,5742,598,263
(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 abovebelow target for 2021.2023. For additional information, see “Compensation Discussion and Analysis—Analysis of 20212023 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 20212023 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 “2021“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 $6,549,250,$11,616,774, Mr. Shah $3,307,860,$6,425,590, Mr. Ball $3,855,260,$4,950,618, Mr. Clark $3,855,260$3,048,854 and Mr. Doughty $2,695,140.$3,541,156. For additional information on how we account for equity-based compensation, see Note 12 to our consolidated financial statements in our 2021 Annual Report on Form 10-K.10-K for the year ended December 31, 2023.
(4)

The amounts reported for 20212023 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 ($23,200)26,400); (ii) payment of premiums for (a) executive life insurance ($11,487), (b) executive supplemental disability income insurance ($6,542)7,366) and (c) executive long-term care insurance ($4,676); (iii) the cost of an annual executive physical ($205)10,946); and (iv) reimbursement for financial planning services ($4,883)6,388).
(b)

For Mr. Shah, includes: (i) matching contributions under the Company’s 401(k) plan ($19,500)22,500); (ii) payment of premiums for (a) executive life insurance ($245), (b) executive supplemental disability income insurance ($3,130)3,912) and (c) executive long-term care insurance ($4,218); (iii) the cost of an annual executive physical ($2,706)3,228); and (iv) reimbursement for financial planning services ($5,000.)5,000).
(c)

For Mr. Clark, includes: (i) matching contributions under the Company’s 401(k) plan ($23,200)26,400); (ii) payment of premiums for (a) executive life insurance ($14,858), (b) executive supplemental disability income insurance ($5,233)1,582) and (c) executive long-term care insurance ($7,017); and (iii) reimbursement for financial planning services ($5,000); and (iv) Company matching contributions to our non-qualified deferred compensation plan ($37,896).
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(d)

For Mr. Ball, includes: (i) matching contributions under the Company’s 401(k) plan ($17,400)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)
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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 ($5,000).
(e)

For Mr. Doughty, includes: (i) matching contributions under the Company’s 401(k) plan ($23,200)26,400); (ii) payment of premiums for (a) executive life insurance ($1,906), (b) executive supplemental disability income insurance ($5,962)7,271) and (c) executive long-term care insurance ($4,218); and (iii) the cost of an annual executive physical ($1,287)8,136).
(5)
Mr. Shah was promoted to the position of Senior Vice President and Chief Financial Officer, effective May 11, 2020. The Compensation Committee approved an increase in base salary (from $460,000 to $550,000) and an increase in his annual bonus target (from 75% to 100% of his annual base salary), effective February 1, 2021.
20212023 Grants of Plan-Based Awards
The following table provides information on grants of plan-based awards made to our named executive officers during 2021.2023.
Name
Grant Date
Approval
Effective
Date
Estimated Future
Payouts Under Non-
Equity Incentive Plan
Awards(1)
Estimated Future Payouts Under
Equity Incentive Plan
Awards(2)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)(3)
Grant Date
Fair Value
of Stock and
Option Awards
($)(4)
NameGrant 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 ($)
Threshold (#)
Target (#)
Maximum (#)
Target ($)Maximum ($)Threshold (#)Target (#)Maximum (#)
Andrew G. Inglis
1,028,012
2,056,024
Andrew G. Inglis1,127,9862,255,972
01/31/2021
01/26/2021
157,500
384,300
01/31/202301/18/2023233,5391,791,244
01/31/2021
01/26/2021
209,375
837,500
1,675,000
3,274,625
01/31/202301/18/2023118,539474,154948,3085,808,387
Neal D. Shah
550,000
1,100,000
Neal D. Shah603,4871,206,974
01/31/2021
01/26/2021
77,000
187,880
01/31/202301/18/2023129,177990,788
01/31/2021
01/26/2021
105,750
423,000
846,000
1,653,930
01/31/202301/18/202365,567262,269524,5383,212,795
Christopher J. Ball
615,652
1,231,304
Christopher J. Ball696,8991,393,798
01/31/2021
01/26/2021
77,000
187,880
01/31/202301/18/202399,525763,357
01/31/2021
01/26/2021
123,250
493,000
986,000
1,927,630
01/31/202301/18/202350,517202,066404,1322,475,309
Richard R. Clark
668,749
1,337,498
Richard R. Clark733,7841,467,568
01/31/2021
01/26/2021
77,000
187,880
01/31/202301/18/202361,293470,117
01/31/2021
01/26/2021
123,250
493,000
986,000
1,927,630
01/31/202301/18/202331,111124,443248,8861,524,427
Jason E. Doughty
349,965
699,930
Jason E. Doughty383,999767,998
01/31/2021
01/26/2021
55,353
135,061
01/31/202301/18/202371,190546,027
01/31/2021
01/26/2021
86,162
344,647
689,294
1,347,570
01/31/202301/18/202336,134144,537289,0741,770,578
(1)

The amounts reported are the target and maximum annual bonuses that our named executive officers were eligible to receive for performance in respect of 20212023 pursuant to our annual cash bonus plan. For additional information, see “Compensation Discussion and Analysis—Analysis of 20212023 Executive Compensation Decisions—Annual Cash Bonus” above.
(2)

These amounts reflect PSUs, which are scheduled to vest between 0% and 200% of the number of shares shown in the “Target” sub-column based on attainment of both a service condition that will lapse one-third each year over three years and the specified relative TSR performance condition that will be measured on January 4, 2024.3, 2026. The amounts in the “Threshold” sub-column reflect the 25% of the shares shown in the “Target” sub-column that will vest on attainment of the service condition and the threshold performance level. If either the service condition or the threshold performance level is not attained, the awards will be forfeited. The amounts in the “Target” sub-column reflect the 100% of the shares that will vest on attainment of the service condition and the target performance level. The amounts in the “Maximum” sub-column reflect the 200% of the shares that will vest on attainment of the service condition and the maximum performance level. For more on the terms of these awards, see “Compensation Discussion and Analysis— Analysis of 20212023 Executive Compensation Decisions—Equity Awards” above.
(3)

These amounts reflect RSUs that are scheduled to vest one-third each year over three years, based solely on service.
(4)

The amounts in this column for the RSUs reflect their aggregate grant date fair values, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.
The amounts in this column for the PSUs 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 the values of these awards, assuming attainment of the maximum level of performance, see Footnote 3 to the “2023 Summary Compensation Table” above. The actual value, if any, that each named executive officer will realize for these PSUs is a function of the value of the shares if and when the awards 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.
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estimated forfeitures. For the values of these awards, assuming attainment of the maximum level of performance, see Footnote 3 to the “2021 Summary Compensation Table” above. The actual value, if any, that each named executive officer will realize for these PSUs is a function of the value of the shares if and when the awards 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, 2021.
Outstanding Equity Awards at 20212023 Fiscal Year-End
The following table provides information on the outstanding equity awards held by our named executive officers as of December 31, 2021.2023.
Name
Number of Shares
or Units of Stock
That Have Not
Vested
(#)
Market Value of
Shares or Units of
Stock That Have
Not Vested
($)(1)
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)(2)
Equity Incentive Plan
Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(1)(2)
Andrew G. Inglis
297,773(3)
​1,030,295
​1,427,925(3)
​4,940,620
Neal D. Shah
124,165(4)
429,611
611,000(4)
2,114,060
Christopher J. Ball
150,123(5)
519,426
786,750(5)
2,722,156
Richard R. Clark
150,123(6)
519,426
786,750(6)
2,722,156
Jason E. Doughty
107,503(7)
371,960
556,647(7)
​1,925,999
Name
Number of Shares
or Units of Stock
That Have Not
Vested
(#)
Market Value of
Shares or Units of
Stock That Have
Not Vested
($)(1)
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)(2)
Equity Incentive Plan
Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(1)(2)
Andrew G. Inglis
462,038(3)
3,100,275
1,847,654(3)
12,397,758
Neal D. Shah
253,843(4)
1,703,287
986,769(4)
6,621,220
Christopher J. Ball
215,391(5)
1,445,274
969,766(5)
6,507,130
Richard R. Clark
148,339(6)
995,355
804,373(6)
5,397,343
Jason E. Doughty
151,020(7)
1,013,344
676,114(7)
4,536,725
(1)

The market values of the awards were calculated by multiplying the number of shares underlying the awards by $3.46,$6.71, which was the closing price of a common share on December 31, 2021.29, 2023 (the last trading day in 2023).
(2)

The number of shares underlying PSU awards reflected in this table assumes attainment of the applicable specified relative TSR goal at the targetmaximum performance level for PSU awards granted in 2019, 20202021, 2022 and 2021.2023. The actual number of shares, if any, that will vest will be based on (i) the level of achievement of the relative TSR goal as of the actual end of the performance period and (ii) satisfaction of the applicable service condition, in each case, as indicated in the footnotes below, plus the amount of any dividends or distributions that are declared on the shares during the applicable performance period. Following the end of 2021,2023, the PSUs granted in 20192021 achieved the specified relative TSR goal with a payout at 86.6%175% of the target number of shares.shares (and the above-target portion thereof was settled in cash in lieu of shares for each of our NEOs except for Mr. Clark). For more on the terms of outstanding equity awards granted in 2021,2023, see “Compensation Discussion and Analysis—Analysis of 20212023 Executive Compensation Decisions—Equity Awards” above.
(3)

For Mr. Inglis, consists of: (a) 41,27452,499 shares underlying RSU awards that are scheduled to vest on January 2, 2022;31, 2024; (b) 98,999176,000 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 20222024 and 2023;2025; (c) 157,500233,539 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2022, 20232024, 2025 and 2024;2026; (d) 288,925 shares underlying PSU awards (with a performance period scheduled to end on January 2, 2022 and a service condition that is scheduled to be met on January 31, 2022); (e) 301,500 shares underlying PSU awards (with a performance period scheduled to end on January 2, 2023 and a service condition that is scheduled to be met ratably on January 31 of each of 2022 and 2023); and (f) 837,500 shares underlying PSU awards (with a performance period scheduled to end on January 4, 2024 and a service condition that is scheduled to be met ratably on January 31, of each of 2022, 2023 and 2024).
(4)
For Mr. Shah, consists of: (a) 14,166 shares underlying RSU awards that are scheduled to vest on January 31, 2022; (b) 32,999 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2022 and 2023; (c) 77,000 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2022, 2023 and 2024; (d) 87,500; (e) 536,000 shares underlying PSU awards (with a performance period scheduled to end on January 2, 2022 and a service condition that is scheduled to be met on January 31, 2022); (e) 100,500 shares underlying PSU awards (with a performance period scheduled to end on January 2, 20233, 2025 and a service condition that is scheduled to be met ratably on January 31 of each of 20222024 and 2023)2025); and (f) 474,154 shares underlying PSU awards (with a performance period scheduled to end on January 3, 2026 and a service condition that is scheduled to be met ratably on January 31 of each of 2024, 2025 and 2026).
(4)
For Mr. Shah, consists of: (a) 25,666 shares underlying RSU awards that are scheduled to vest on January 31, 2024; (b) 99,000 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2024 and 2025; (c) 129,177 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2024, 2025 and 2026; (d) 423,000 shares underlying PSU awards (with a performance period scheduled to end on January 4, 2024 and a service condition that is scheduled to be met ratably on January 31, of each of 2022, 2023 and 2024).
(5)
For Mr. Ball, consists of: (a) 24,374 shares underlying RSU awards that are scheduled to vest on January 31, 2022; (b) 48,749 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2022 and 2023; (c) 77,000 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2022, 2023 and 2024; (d) 146,875; (e) 301,500 shares underlying PSU awards (with a performance period scheduled to end on January 2, 2022 and a service condition that is scheduled to be met on January 31, 2022); (e) 146,875 shares
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underlying PSU awards (with a performance period scheduled to end on January 2, 2023 and a service condition that is scheduled to be met ratably on January 31 of each of 2022 and 2023); and (f) 493,000 shares underlying PSU awards (with a performance period scheduled to end on January 4, 2024 and a service condition that is scheduled to be met ratably on January 31 of each of 2022, 2023 and 2024).
(6)
For Mr. Clark, consists of: (a) 24,374 shares underlying RSU awards that are scheduled vest on January 31, 2022; (b) 48,749 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2022 and 2023; (c) 77,000 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2022, 2023 and 2024; (d) 146,875 shares underlying PSU awards (with a performance period that is scheduled to end on January 2, 2022 and a service condition that is scheduled to be met ratably on January 31, 2022); and (e) 146,875 shares underlying PSU awards (with a performance period that is scheduled to end on January 2, 20233, 2025 and a service condition that is scheduled to be met ratably on January 31 of each of 20222024 and 2023)2025); and (f) 262,269 shares underlying PSU awards (with a performance period scheduled to end on January 3, 2026 and a service condition that is scheduled to be met ratably on January 31 of each of 2024, 2025 and 2026).
(5)
For Mr. Ball, consists of: (a) 25,666 shares underlying RSU awards that are scheduled to vest on January 31, 2024; (b) 90,200 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2024 and 2025; (c) 99,525 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2024, 2025 and 2026; (d) 493,000 shares underlying PSU awards (with a performance period scheduled to end on January 4, 2024 and a service condition that is scheduled to be met ratably on January 31, of each of 2022, 2023 and 2024).
(7)
For Mr. Doughty, consists of: (a) 17,383 shares underlying RSU awards that are scheduled to vest on January 31, 2022; (b) 34,767 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2022 and 2023; (c) 55,353 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2022, 2023 and 2024; (d) 106,000; (e) 274,700 shares underlying PSU awards (with a performance period scheduled to end on January 2, 2022 and a service condition that is scheduled to be met on January 31, 2022); (e) 106,000 shares underlying PSU awards (with a performance period scheduled to end on January 2, 20233, 2025 and a service condition that is scheduled to be met ratably on January 31 of each of 20222024 and 2023)2025); and (f) 202,066 shares underlying PSU awards (with a performance period scheduled to end on January 3, 2026 and a service condition that is scheduled to be met ratably on January 31 of each of 2024, 2025 and 2026).
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(6)
For Mr. Clark, consists of: (a) 25,666 shares underlying RSU awards that are scheduled to vest on January 31, 2024; (b) 61,380 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2024 and 2025; (c) 61,293 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2024, 2025 and 2026; (d) 493,000 shares underlying PSU awards (with a performance period scheduled to end on January 4, 2024 and a service condition that is scheduled to be met on January 31, 2024); (e) 186,930 shares underlying PSU awards (with a performance period scheduled to end on January 3, 2025 and a service condition that is scheduled to be met ratably on January 31 of each of 2024 and 2025); and (f) 124,443 shares underlying PSU awards (with a performance period scheduled to end on January 3, 2026 and a service condition that is scheduled to be met ratably on January 31 of each of 2024, 2025 and 2026).
(7)
For Mr. Doughty, consists of: (a) 18,450 shares underlying RSU awards that are scheduled to vest on January 31, 2024; (b) 61,380 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2024 and 2025; (c) 71,190 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2024, 2025 and 2026; (d) 344,647 shares underlying PSU awards (with a performance period scheduled to end on January 4, 2024 and a service condition that is scheduled to be met on January 31, 2024); (e) 186,930 shares underlying PSU awards (with a performance period scheduled to end on January 3, 2025 and a service condition that is scheduled to be met ratably on January 31 of each of 2022, 20232024 and 2024)2025); and (f) 144,537 shares underlying PSU awards (with a performance period scheduled to end on January 3, 2026 and a service condition that is scheduled to be met ratably on January 31 of each of 2024, 2025 and 2026).
Option Exercises and Stock Vested During 20212023
The following table provides information on our named executive officers’ RSU and PSU awards that vested in 2021.2023. We have not granted share options to our named executive officers or other employees.
Name
Number of Shares
Acquired on
Vesting
(#)
Value Realized on
Vesting
($)(1)
Andrew G. Inglis
276,112
644,362
Neal D. Shah
88,911
207,377
Christopher J. Ball
124,783
290,588
Richard R. Clark
118,806
278,584
Jason E. Doughty
104,313
243,397
Name
Number of Shares
Acquired on
Vesting
(#)
Value Realized on
Vesting
($)(1)
Andrew G. Inglis621,4454,915,630
Neal D. Shah235,4811,862,655
Christopher J. Ball305,3192,415,070
Richard R. Clark290,9092,301,087
Jason E. Doughty218,2101,726,037
(1)

The value realized on vesting of the awards was calculated by multiplying the number of shares underlying the awards that vested in 20212023 by $7.91, the closing price of a share on the vesting date (or if the vesting date was not a trading day, on the trading day immediately preceding the vesting date). These closing prices ranged from $2.28 to $2.39.
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20212023 Pension Benefits
We do not maintain any defined benefit pension plans.
20212023 Nonqualified Deferred Compensation
The table below provides information on theCompany does not currently sponsor any deferred compensation plans. The non-qualified deferred compensation ofplan that the Company previously provided for our named executive officers for 2021. Onwas terminated effective January 20, 2022, as approved by the Compensation Committee, approved the termination of the Company’s non-qualified deferred compensation plan, with liquidation of the plan to follow no later than 24 months from the date of termination.
Name
Executive
Contributions
in 2021
($)(2)
Registrant
Contributions
in 2021
($)(3)
Aggregate
Earnings in
2021($)
Aggregate
Withdrawals/
Distributions
($)
Aggregate Balance
at End of 2021
($)
Andrew G. Inglis
Neal D. Shah
Christopher J. Ball
Richard R. Clark
37,896
37,896
4,034
79,826
Jason E. Doughty
(1)
Prior to its termination in January 2022, the Company maintained a non-qualified deferred compensation plan pursuant to which each member of our Senior Leadership Team (including our named executive officers) and executives at the level of senior vice president or above were eligible to defer up to 50% of his or her base compensation and 100% of his or her annual cash bonus compensation on a pre-tax basis, with the Company providing a matching contribution on the first 8% deferred by each executive. Matching contributions vested after three years of service. The vesting of unvested matching contributions under the deferred compensation plan accelerates upon the participant’s death or disability or upon a change in control of Kosmos. Participants under the plan had the option to elect to have their benefit distributed on a specified date or a separation from service with Kosmos (either in a lump sum or in annual installments over a ten-year period).
The deferred compensation plan permits participants to notionally invest the deferred amounts among vehicles that mirror the gains and/or losses of various investment funds provided under our 401(k) Plan. Since each executive chooses the investment vehicle or vehicles and may change their allocations from time to time, the return on the investment will depend on how well each underlying investment performed during the time the executive chose it as an investment vehicle. The aggregate performance of such investment is reflected in the “Aggregate Earnings in 2021” column.
(2)
These amounts are reported as compensation in the “2021 Summary Compensation Table” above under the column “Salary”.
(3)
These amounts are reported as compensation in the “2021 Summary Compensation Table” above under the column “All Other Compensation”.
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Potential Payments Upon Termination or Change in Control
If on December 31, 20212023 we had undergone a change in control or our named executive officers’ employment had terminated under specified circumstances, each of our named executive officers would have been entitled to accelerated vesting of his equity awards on the terms summarized under “—Equity Awards” below, and to specified payments and benefits under our severance policy or their offer letters. For a summary of the terms of our severance policy and these offer letters, see “—Severance Policy” and “—Offer Letters” below.
Name
Change in

Control

(No Termination)

($)
Involuntary

Termination in

Connection with

Change in Control

($)
Termination without

Cause or Resignation

for Good Reason

(No Change in

Control)

($)
Voluntary

Resignation

without
Without
Good Reason

Or

Termination

for Cause

($)
Death/

Disability

($)
Andrew G. Inglis
Equity acceleration(1)
10,911,535
27,895,778
10,911,53527,895,778
10,911,53527,895,778
Salary payments
4,511,944(5)
2,056,0242,255,972(2)
Bonus
2,056,0241,127,986(6)
2,255,972(2)
Bonus
Benefits continuation
2,056,024(2)
2,056,024(2)
Benefits continuation
60,60563,771(3)
60,60563,771(3)
Outplacement services
20,700(4)
Relocation
Total​27,895,778
33,620,179
4,575,715
27,895,778
Relocation
Neal D. Shah
Total
​10,911,535
​15,104,888
4,172,653
​10,911,535
Neal D. Shah
Equity acceleration(1)
4,657,73114,945,720
4,657,73114,945,720
Salary payments
1,565,3852,413,948(5)
Bonus
550,000603,487(6)
Benefits continuation
19,97320,999(3)
Outplacement services
20,700(4)
Relocation
Total
6,813,78918,004,854
4,657,731
14,945,720
Christopher J. Ball
Equity acceleration(1)
5,963,73814,459,527
5,963,73814,459,527
Salary payments
1,610,1672,787,596(5)
923,4781,045,349(7)
Bonus
615,652696,899(6)
Benefits continuation
Outplacement services
20,700(4)
Relocation
Total
8,210,25717,964,722
923,478
1,045,349
5,963,738
14,459,527
Richard R. Clark
Equity acceleration(1)
5,963,73811,790,034
5,963,73811,790,034
Salary payments
2,160,5742,935,136(5)
Bonus
668,749733,784(6)
Benefits continuation
43,44345,646(3)
Outplacement services
20,700(4)
Relocation
Total​15,525,300
11,790,034
Relocation
Jason E. Doughty
Total
8,857,204
5,963,738
Jason E. Doughty
Equity acceleration(1)
4,223,95810,086,787
4,223,95810,086,787
Salary payments
1,292,1781,791,996(5)
466,620511,999(7)
Bonus
349,965383,999(6)
349,965383,999(7)
Benefits continuation
60,60563,771(3)
30,30331,886(7)
Outplacement services
20,700(4)
Relocation
29,370(8)
Total
5,976,77612,376,623
927,884
846,888
4,223,95810,086,787
(1)

Each named executive officer holds RSU and PSU awards that were unvested as of December 31, 2021.2023. Under the terms of the applicable award agreements, these awards are subject to accelerated vesting under specified circumstances. The amounts in the table are based on the closing price of a share on December 31, 2021.2023. For PSUs, if (i) the awards remain subject to the satisfaction of the specified relative TSR goal following such termination of employment or (ii) the specified relative TSR goal is calculated based on actual achievement as of a change in control, these amounts assume maximum attainment of such goal as of December 31, 2023. See “—Equity Awards” below for more details on the circumstances under which the vesting of these awards would have accelerated.
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of a change in control, these amounts assume maximum attainment of such goal as of December 31, 2021. See “—Equity Awards” below for more details on the circumstances under which the vesting of these awards would have accelerated.
(2)

Represents the payment of two times Mr. Inglis’ annual base salary and annual target bonus as of December 31, 2021,2023, payable in equal monthly installments over 24 months under Mr. Inglis’ offer letter. For additional details, see “—Offer Letters” below.
(3)

Represents a cash payment in an amount equal to the premium cost of continued healthcare coverage for 24 months under our severance policy (or, for Mr. Inglis, under his offer letter).
(4)

Represents the cost of outplacement services for 18 months under our severance policy.
(5)

Represents a lump-sum cash severance payment under our severance policy equal to 24 months of base salary plus four additional weeks of base salarytwo times the annual target bonus for each year of recognized service (for Mr. Shah, 44 additional weeks; for Mr. Clark, 64 additional weeks; for Mr. Ball, 32 additional weeks; and for Mr. Doughty, 40 additional weeks) and any additional amounts payable for any partial year of service.such executive.
(6)

Under our severance policy, each of our named executive officers is entitled to a prorated portion of his annual target bonus for the year of termination, if not paid prior to the date of termination.
(7)

Represents payments of annual base salary for Mr. Ball (for 18 months) and Mr. Doughty (for 12 months). In addition, for Mr. Doughty, represents (i) 12 months of estimated bonus payments (based on the target amount of his bonus) and (ii) reimbursement of the cost of medical and dental insurance and each of his dependents for 12 months pursuant to his offer letter (Mr. Ball is currently on a UK Health Plan, which is not eligible for COBRA reimbursement). For additional details, see “—Offer Letters” below.
(8)

Represents reasonable and customary costs that we estimate would be incurred in moving Mr. Doughty and his family back to his former residence location, if solely as a result of a “change in control” (as defined in the LTIP and summarized below under “—Equity Awards—Definitions”), Mr. Doughty is required to relocate to a location outside of the Dallas/Fort Worth area, pursuant to the terms of his offer letter. This estimate is based on the costs incurred in moving Mr. Doughty and his family to the Dallas/Fort Worth area. For additional details, see “—Offer Letters” below.
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Offer Letters
The offer letter agreements we have entered into with each of our current named executive officers (other than Mr. Clark and Mr. Shah) provide for specified termination payments and benefits, as follows:
On a termination of Mr. Inglis’ employment by us without “cause” or by him for “good reason” (as such terms are defined in his offer letter and summarized below under “—Equity Awards—Definitions”), Mr. Inglis is entitled to cash severance in an amount equal to two times the sum of his base salary and target bonus (payable in equal monthly installments over 24 months) and (ii) continued medical and dental coverage for him and his dependents for 24 months, subject to his execution of a general release of claims.
If the employment of each of Messrs. Ball and Doughty is terminated through no fault
of his own or his position is eliminated and he is not offered a comparable position in Dallas, Texas then Messrs. Ball and Doughty will receive (a) his annual base salary and (b) reimbursement of the COBRA cost of medical and dental insurance for him and his dependents, in each case for a specified period (18 months for Mr. Ball and 12 months for Mr. Doughty). Mr. Doughty will also receive 12 months of estimated bonus payments.
Mr. Doughty is also entitled to payment of reasonable and customary expenses associated with him and his family moving back to Houston, Texas under the circumstances described in footnote 8 to the “Potential Payments Upon Termination or Change in Control” table above.
Severance Policy
Our severance policy is designed to encourage continuity of management and other employees after a change in control. The policy provides severance benefits to regular full-time U.S. employees whose employment is terminated in connection with a “change in control” (as defined in the LTIP and summarized below) as a result of:
work force reduction;
departmental reorganization that results in job elimination;
departmental reorganization that results in a material diminution of the skills, requirements, aptitudes or other criteria of the position, if the employee declines an offer of continued employment in the altered position or in another position that the Company deems comparable in its reasonable discretion; or
employment in the altered position or in another position that the Company deems comparable in its reasonable discretion; or
relocation of the job functions outside of a 50-mile radius, if the employee is not offered employment at the new location or declines an offer of employment at the new location.
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In 2021, prior to its amendment in January 2022, theThe severance policy providedprovides for the following termination benefits:
a lump-sum cash severance payment in an amount determined based on the employee’s title, years of service and base salary (for our named executive officers and other members of the Company’s Senior Leadership Team, this amount equals 24 months of base salary plus four additional weeks of base salarytwo times the annual target bonus for each yearsuch executive without regard to years of service);
a prorated portion of the employee’s target bonus for the current year, if not paid prior to the date of termination;
a cash payment in an amount equal to the premium cost of continued healthcare coverage for a specified period (24 months for our named executive officers);
outplacement services for a specified period (18 months for our named executive officers); and
payout of unused vacation time.
In January 2022, the Compensation Committee approved certain revisions to the severance policy, effective immediately, such that the calculation of the lump-sum cash severance payment for members of the Senior Leadership Team was amended to (i) include 24 months of base salary plus two times the annual target bonus for such executive and (ii) remove the years of service component. These changes were implemented in consultation with the Company’s independent compensation consultant after undertaking a benchmarking analysis of peer and industry executive compensation programs and were intended to simplify and align the Company’s severance policy with the lower end of peer and general industry practice.
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Employees, including our named executive officers, who have a separate severance agreement may receive benefits under that agreement or the severance policy, but not both. To receive severance
benefits under the severance policy, an employee must sign and not revoke a separation and release agreement in the form prescribed by the Company.
Equity Awards
RSUs
RSUs held by each of our named executive officers are scheduled to vest based solely on service and would have fully vested on December 31, 2021,2023, if on that date their employment had terminated due to their death or “disability” (as defined in the LTIP and summarized below). Had we undergone a change in control on December 31, 2021,2023, these awards would have become fully vested on the earliest to occur of:
the regularly scheduled vesting date, if the executive remained employed through the vesting date;
termination of the executive’s employment due to his death or disability;
for our named executive officers other than for Mr. Inglis, termination of the executive’s employment by us or the acquiror without cause or by him for “good reason” (as defined in the LTIP or an applicable offer letter and summarized below) within one year following a change in control; and
letter and summarized below) within one year following a change in control; and
for awards granted to Mr. Inglis, (i) the first anniversary of a change in control, if Mr. Inglis remains employed through the anniversary date, or (ii) the later of the date of termination or the change in control, if Mr. Inglis’ employment is terminated by us without cause or by him for good reason during the period beginning three months before, and ending one year after, such change in control, provided that any termination during the period beginning three months before such change in control was at the request of a third party that had taken steps reasonably calculated to effectuate such change in control or that otherwise arose in connection with or anticipation of such change in control.
These RSUs would have been forfeited on termination of employment under any other circumstances.
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PSUs
For PSUs held by our named executive officers, the service condition would have been fully attained on December 31, 2021,2023, if on that date the executive’s employment had terminated due to his death or disability, and such awards would have remained subject to the performance condition.
Had the executive terminated his employment without good reason at any time, or had his employment been terminated by us without cause or by him for good reason at any time other than on, or within one year after, a change in control, then any portion of the PSU award for which the applicable service condition had been satisfied as of such termination date would have remained subject to the applicable performance condition, and any remaining portion of the award would have been forfeited without any payment to the executive.
Had we undergone a change in control on December 31, 2021,2023, the performance condition would have been treated as set forth below, and the awards would have remained subject to the service condition to the extent not yet met:
for PSUs granted to our named executive officers (other than Mr. Inglis), the performance condition would have been determined based on actual performance as of the date of such change in control; and
for PSUs granted to Mr. Inglis, the performance condition would have been deemed attained at the maximum performance level.
In connection with the change in control, the PSUs would have vested or been forfeited under the same circumstances as are described above for RSUs.
These PSUs would have been forfeited on termination of employment under any other circumstances.
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Definitions
For purposes of the accelerated vesting of the named executive officers’ equity awards under the circumstances described above, “cause,” “change in control,” “disability” and “good reason” are defined in the LTIP (or, for Mr. Inglis, in his offer letter) as follows:
“Cause” generally means the named executive officer’s:
(i)

failure (or, in the case of Mr. Inglis, material failure) to perform his duties (other than any such failure resulting from his physical or mental incapacity);
(ii)

having engaged in misconduct, negligence or a breach of fiduciary duty (or, in the case of Mr. Inglis, having engaged in serious misconduct, gross negligence or a material breach of a fiduciary duty);
(iii)

having been convicted of, or having entered a plea bargain or settlement admitting guilt or the imposition of unadjudicated probation for, any crime of moral turpitude or felony under any applicable law;
(iv)

breach (or, in the case of Mr. Inglis, material breach) of any restrictive covenant (and, in the case of Mr. Inglis, any notice requirement, garden leave provision or similar requirement) to which he is subject;
breach) of any restrictive covenant (and, in the case of Mr. Inglis, any notice requirement, garden leave provision or similar requirement) to which he is subject;
(v)

breach (or, in the case of Mr. Inglis, material breach) of any of our policies, including any policy that relates to expense management, human resources or the Foreign Corrupt Practices Act;
(vi)

unlawful use or possession of illegal drugs on our premises or while performing his duties to us; or
(vii)

commission of an act of fraud, embezzlement or misappropriation, in each case, against us.
In the case of Mr. Inglis, if the Company believes that he has committed an act giving rise to cause under clauses (i), (ii), (iv) or (v) above, then, if such act or omission is reasonably susceptible of cure, we must provide Mr. Inglis written notice specifying the circumstances alleged to constitute cause within 90 days of the Board’s first obtaining knowledge of such circumstances. Mr. Inglis then has 30 days to cure the
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circumstances. If he has not cured the circumstances within such 30-day period, we may terminate Mr. Inglis’ employment within 60 days after the end of such 30-day period.
“Change in Control” generally means the occurrence of one or more of the following events:
(i)

the acquisition of 50% or more of the combined voting power of our outstanding securities;
(ii)

the replacement of the majority of our directors during any 12-month period (other than by directors approved by a majority of our remaining directors);
(iii)

the consummation of our merger, amalgamation or consolidation with another entity (unless our voting securities outstanding immediately before such transaction continue to represent more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after such transaction); or
(iv)

the transfer of our assets having a gross fair market value of 50% or more of the total gross market value of our assets immediately before such transfer (other than any such transfer immediately after which such assets are owned directly or indirectly by our stockholders in substantially the same proportions as their ownership of our common shares immediately before such transfer), and the subsequent distribution of the proceeds from such transfer to our stockholders having a fair market value that is greater than 50% of our fair market value immediately before such transfer.
“Disability” generally means “disability” as defined in our long-term disability plan for the purpose of determining eligibility for benefits. If such plan contains multiple definitions of disability, then “disability” refers to that definition of disability which, if the named executive officer qualified for such benefits, would provide coverage for the longest period.
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“Good Reason” generally means the occurrence of any of the following events without the named executive officer’s consent:
(i)

a reduction in his base salary or target bonus, other than any such reduction that applies generally to similarly situated employees (or, in the case of Mr. Inglis, that applies to senior executives of the Company);
(ii)

relocation of his principal place of employment by more than 50 miles; or
(iii)

a material reduction in his duties or responsibilities (in the case of our named executive officers other than Mr. Inglis, that occurs within two years after a change in control).
In each case, the executive must provide us with written notice specifying the circumstances alleged to constitute good reason within 90 days after the circumstances first occur. We then have 30 days to cure the circumstances. If we have not cured the circumstances within such 30-day period, the executive is required to resign within 60 days after the end of such 30-day period.
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2023 Pay Versus Performance
The following table sets forth the compensation for our Principal Executive Officer (“PEO”) and the average compensation for our other named executive officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2023, 2022, 2021 and 2020. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, Net Income and EBITDAX over such years in accordance with SEC rules.
(a)(b)(c)(d)(e)(f)(g)(h)(i)
Value of Initial Fixed $100
Investment Based on:
Year
Summary
Compensation
Table Total for
PEO(1)
($)
Compensation
Actually Paid
to PEO(2)
($)
Average
Summary
Compensation
Table Total for
Non-PEO NEOs(1)
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(2)
($)
Total
Shareholder
Return(3)
($)
Peer Group
Total
Shareholder
Return(3)
($)
Net Income
(Loss)
($)
EBITDAX(4)
($)
20239,697,26911,393,4394,253,5825,141,231119.76118.12213,520,0001,238,151,000
20227,872,01716,980,3633,557,0217,877,196113.51117.02226,551,0001,436,342,000
20216,237,9307,820,0963,353,9274,164,65861.7592.13(77,836,000)969,136,000
20204,722,701(812,866)1,917,170(245,879)41.9468.12(411,586,000)424,987,000
(1)
Compensation for our PEO, Mr. Inglis, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-PEO NEOs includes the following named executive officers: (i) in each of 2023, 2022 and 2021, Messrs. Shah, Ball, Clark and Doughty; and for 2020, Messrs. Shah, Ball, Clark, Doughty and Thomas P. Chambers.
(2)
Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEO NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in columns (b) and (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in columns (b) and (d) of the table above do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regards to the PEO’s and our other NEOs’ compensation for 2023, see “Compensation Discussion and Analysis—2023 Key Compensation Decisions”. Fair values of equity awards set forth in the table below are computed in accordance with FASB ASC Topic 718 as of the end of the respective fiscal year, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date. There were no adjustments made for the following items as they were not applicable in any of 2023, 2022, 2021 or 2020: (i) awards that were granted and vested during the same year, (ii) awards granted during a prior year that were forfeited, (iii) incremental fair value of options/SARs modified during the year, (iv) reported change in the actuarial present value of pension benefits or (v) increases for service cost of pension plans.
Adjustments2023202220212020
PEO
($)
Average non-
PEO NEOs
($)
PEO
($)
Average non-
PEO NEOs
($)
PEO
($)
Average non-
PEO NEOs
($)
PEO
($)
Average non-
PEO NEOs
($)
Summary Compensation Table Total:9,697,2694,253,5827,872,0173,557,0216,237,9303,353,9274,722,7011,917,170
Deduct the grant date fair value of the equity awards for each applicable year, as reported in the “Stock Awards” column in the Summary Compensation Table(7,599,631)(2,938,349)(4,859,920)(2,153,552)(3,658,925)(1,888,865)(3,636,630)(1,208,734)
Add the fair value as of year-end for awards granted during the year6,261,1712,420,8427,071,2003,133,4265,167,9502,667,7281,374,075456,684
Add the year-over-year increase (decrease) in fair value of unvested awards granted in prior years2,117,8631,017,5906,447,2243,146,40523,42612,272(3,382,652)(1,454,703)
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Adjustments2023202220212020
PEO
($)
Average non-
PEO NEOs
($)
PEO
($)
Average non-
PEO NEOs
($)
PEO
($)
Average non-
PEO NEOs
($)
PEO
($)
Average non-
PEO NEOs
($)
Add the increase (decrease) in fair value from prior fiscal year-end for awards that vested during the year897,266379,477381,729164,585(3,737)(1,349)43,46916,158
Add the increase based on dividends or other earnings paid during the year19,5018,08968,11329,31153,45220,94566,17127,546
Compensation Actually Paid:11,393,4395,141,23116,980,3637,877,1967,820,0964,164,658(812,866)(245,879)
(3)
TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table consists of the performance peer companies utilized for our PSUs, as described in our Compensation Discussion & Analysis. These companies were selected because they are the oil and gas exploration and production companies most like Kosmos in terms of geographic reach, development stage, and who potentially compete with the Company for executive talent. For 2022, these peers were as follows: Africa Oil Corp., Aker BP ASA, Capricorn Energy plc, Genel Energy plc, Harbour Energy Plc, Murphy Oil Corporation, Talos Energy Inc. and Tullow Oil plc. For 2023, the peer group was modified to add Energean plc following the removal of Lundin Petroleum AB from the peer group in 2022. The table below shows the four-year cumulative TSR for our 2022 peer group as compared to the four-year cumulative TSR for our 2023 peer group and the four-year cumulative TSR for Kosmos.
Cumulative TSR (2020-2023)
Kosmos –
Total Shareholder Return
($)
2022 Peer Group –
Total Shareholder Return
($)
2023 Peer Group –
Total Shareholder Return
($)
119.76116.94118.12
(4)
EBITDAX is a non-GAAP financial measure used by management and external users of the Company's consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. The Company defines “EBITDAX” as Net income (loss) plus (i) exploration expense, (ii) depletion, depreciation and amortization expense, (iii) equity based compensation expense, (iv) unrealized (gain) loss on commodity derivatives (realized losses are deducted and realized gains are added back), (v) (gain) loss on sale of oil and gas properties, (vi) interest (income) expense, (vii) income taxes, (viii) loss on extinguishment of debt, (ix) doubtful accounts expense and (x) similar other material items which management believes affect the comparability of operating results. EBITDAX for FY 2021 reflects pro forma adjustments made to reflect the interests acquired in Ghana during the year as part of the Oxy Ghana acquisition. EBITDAX for FY 2022 reflects pro forma adjustments made to reflect the interests sold in Ghana that were associated with the Ghana pre-emption and the acquisition of additional interests in Kodiak during the year.
The Company considers the following financial measures to be the most important financial performance measures used to link company performance to the executive compensation actually paid to our PEO and our other named executive officers during the last fiscal year:
Financial MeasuresCompany Selected Measure
EBITDAX
Free Cash Flow
Net Cash General and Administrative Expense
Capital Expenditures
These financial measures were selected from amongst the Company’s “key performance indicators” (which we refer to as “KPIs”), utilized to determine annual cash bonus payments for our named executive officers under our annual cash bonus program. The KPIs are established by the Compensation Committee at the beginning of each year, are derived from our strategic and operational plan and demonstrate year-over-year improvement. The Company believes EBITDAX is the most important financial performance measure utilized in our compensation program to link pay with compensation actually received by our named executive
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EXECUTIVE COMPENSATION
officers for 2023 (and, therefore, is our Company Selected Measure for the Pay Versus Performance Table) because it best reflects the Company’s overall financial performance for the year, both on an absolute basis and with respect to other companies in the oil and gas sector.
The following graph compares the compensation actually paid to our PEO, the average of the compensation actually paid to our remaining NEOs and the cumulative TSR performance of our common stock with the TSR performance of our peer group. The graph below shows a connection between compensation actually paid and total shareholder return for Kosmos and the peer group.


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EXECUTIVE COMPENSATION
The following graph compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs with net income.


The following graph compares the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs with EBITDAX. The graph below shows a connection between compensation actually paid and EBITDAX, the most important financial metric for linking Kosmos financial performance and compensation.

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EXECUTIVE COMPENSATION
2023 CEO Pay Ratio Disclosure
Pay Ratio
In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2021:2023:
the median of the annual total compensation of all our employees (except our Chief Executive Officer) was $247,115;$330,569;
the annual total compensation of our Chief Executive Officer was $6,278,682;$9,737,357; and
the ratio of these two amounts was approximately 2529 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule.
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EXECUTIVE COMPENSATION
In accordance with SEC rules, when identifying our median employee for 2023, we determined that our median employee from 2021 was still reasonable to utilize for our pay ratio disclosure this year. To identify the 2021 median of the annual total compensation of all of our employees (other than our Chief Executive Officer), we first identified our total employee population from which we determined our median employee. We determined that, as of December 31, 2021, our employee population consisted of 228 individuals. Our employee population consisted of our global workforce of full-time and part-time employees, as described in more detail below. We adjusted our total employee population (as described above) for purposes of identifying our median employee by excluding 10 of our employees located in certain jurisdictions outside of the United States given the relatively small number of employees in each such jurisdiction, as follows: three employees in Equatorial Guinea, one employee in São Tomé and Príncipe and six employees in Mauritania. While there have been some changes in our employee population since December 31, 2021, we determined that these changes in our employee base did not result in any significant impact on our pay ratio disclosure.
After taking into account the above described adjustments to our employee population as permitted by the Pay Ratio Rule, our total adjusted employee population for purposes of determining our median employee consisted of 218 individuals.
To identify our median employee from our total adjusted employee population, we compared the amount of base salary paid to each of our employees as reflected in our payroll records for 2021. In making this determination, we annualized the compensation of our full-time employees who were hired in 2021 but did not work for us for the entire fiscal year and permanent part-time employees. We identified our
median employee using this compensation measure, which was consistently applied to all of our employees included in the calculation. Our median employee served in a similar role in 2023, and had his or her compensation adjusted based on his or her performance in that role. We determined that the changes in our median employee’s compensation arrangements for 2023 did not result in a significant change to our pay ratio disclosure and, therefore, we determined that our median employee from 2021 was still reasonable to utilize for our pay ratio disclosure this year.
WeOnce we determined that our median employee was still reasonable for 2023 disclosure, we then calculated such median employee’s annual total compensation for 20212023 using the same methodology we used for purposes of determining the annual total compensation of our named executive officers for 20212023 (as set forth in the 20212023 Summary Compensation Table of this Proxy Statement), adjusted to include the cost to the Company in 20212023 of specified employee benefits that are provided on a non-discriminatory basis, including medical, dental and vision coverage, health savings account (HSA) contributions, short- and long-term disability benefits, life and accidental death and dismemberment (AD&D) insurance and travel insurance benefits.
Our CEO’s annual total compensation for 20212023 for purposes of the Pay Ratio Rule is equal to the amount reported in the “Total” column in the 20212023 Summary Compensation Table, adjusted, to the extent applicable, in a similar manner as the annual total compensation of our median employee (as described above).
SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions and, as result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.
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PROPOSAL 4
To provide a non-binding, advisory vote to approve the frequency of holding future non-binding votes on named executive officer compensation
The Dodd-Frank Act provides that shareholders must be given the opportunity to vote, on a non-binding, advisory basis, for their preference on how frequently we should seek future non-binding, advisory votes on the compensation of our named executive officers as disclosed in accordance with the compensation disclosure rules of the SEC.
By voting on this Proposal 4, shareholders may indicate whether they prefer that we conduct future advisory votes to approve named executive officer compensation every year, every 2 years, or every 3 years. Shareholders may also abstain from casting a vote on this proposal.
After careful consideration, our Board has determined that an advisory vote to approve named executive officer compensation that occurs every year is the most appropriate alternative for the Company, and therefore, our Board recommends that you vote for an annual advisory vote to approve named executive compensation. Although the Company’s compensation policies and practices are designed to incentivize our named executive officers to build long-term shareholder value, the Board recognizes that executive compensation disclosures are made annually. Therefore, providing for an annual advisory vote to approve named executive officer compensation may provide the Company with more direct and immediate feedback on our named executive officer compensation.
Our executive compensation program is administered by our Compensation Committee, which is responsible for approving or recommending to the full Board the amount and form of compensation to be paid to our executive officers. Compensation decisions are complex and, for our named executive officers, are disclosed in our Proxy Statement pursuant to the disclosure rules of the SEC. We value the opinion of our shareholders and encourage communication regarding our executive compensation policies and practices.
This vote is advisory and not binding on the Company, our Compensation Committee or our Board. However, the Board and the Compensation Committee will carefully consider the outcome of the vote when determining how often the Company should submit to our shareholders a non-binding, advisory vote to approve the compensation of our named executive officers included in our Proxy Statement. The Board may decide that it is in the best interests of our shareholders and the Company to hold a non-binding, advisory vote on named executive officer compensation more or less frequently than the frequency receiving the most votes cast by our shareholders.
Vote Required
The affirmative vote of a majority of the votes cast at the annual stockholders meeting, at which a quorum is present, will determine the shareholders’ preferred frequency for holding future advisory votes on named executive officer compensation. Abstentions shall not be treated as votes cast. Because we may not be able to attain a majority of the votes cast for any of the alternatives, the Board will consider the frequency choice that receives the plurality of votes cast if none of the frequency choices receives a majority.
Although our Board recommends holding this vote every year, you have the option to specify one of four choices for this proposal: “Every Year,” “Every 2 Years,” “Every 3 Years” or “Abstain”. You are not voting to approve or disapprove the recommendation of the Board.
Recommendation
Every
Year
The Board recommends that you vote to conduct a non-binding, advisory vote to approve executive compensation “Every Year.” If not otherwise specified, proxies will be voted “Every Year” regarding Proposal 4.
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STOCKHOLDER PROPOSAL
Report on Tax Payments
Oxfam America has submitted the following proposal for consideration at the Annual Stockholders Meeting.
RESOLVED: Shareholders request that the Board of Directors issue a tax transparency report to shareholders, at reasonable expense and excluding confidential information, prepared in consideration of the indicators and guidelines set forth in the Global Reporting Initiative’s (GRI) Tax Standard.
Supporting Statement
Tax transparency is increasingly important to investors. The PRI, representing investors with $89 trillion assets under management, states that, “For investors, tax risk is financially material at the individual asset level. With tightening regulations and shifting societal expectations, tax avoidance activities of multinational enterprises have attracted large fines and highlighted growing reputational, governance, and earnings risks.”1 96% of US companies expect more tax disputes as governments become more rigorous in tax examinations.2
In 2021, 136 countries signed a global tax reform framework.3 National and regional-level agreements also demonstrate growing consensus around the importance of tax disclosures: the proposed Disclosure of Tax Havens and Offshoring Act, passed by the House of Representatives, requires public country-by-country reporting (CbCR) of financial (including tax) data by SEC- registered companies.4 In November 2021, the European Union approved a directive to implement public CbCR for large multinationals operating there.5 In April 2023, the Australian government released draft legislation that requires CbCR for any large multinational doing business in Australia.6
Though a leader in other types of transparency, Kosmos does not disclose financial data with adequate levels of disaggregation to understand its operations and contextualize its tax and other payments by country.7 This challenges investors’ ability to evaluate the liability of tax reforms or whether Kosmos engages in responsible tax practices. This risks the company’s reputation and puts investors at risk of significant cost in tax challenges. For example, Kosmos is being challenged by the Ghana Revenue Authority for underpayment of certain taxes.8 While the company says that the claim lacks merit, investors do not have the data necessary to verify this.9
The GRI Standards are the world’s most utilized corporate reporting standard.10 The GRI Tax Standard - GRI 207 - is the first comprehensive, global standard for public tax disclosure. It includes four components. GRI 207-1, 207-2, and 207-3 require companies to disclose their approach to tax; their tax governance, control, and risk management; stakeholder engagement and management of tax concerns. 207-4 requires CbCR of financial information, including revenues, profits and losses, and tax payments within each jurisdiction.11 GRI 207 also recommends disclosing “industry-related and other taxes or payments to governments.”
A GRI-aligned tax transparency report would bring Kosmos in line with peer companies12 that report using GRI 207.13 Kosmos already reports CbCR information to OECD tax authorities privately, so any increased burden is negligible.
1
https://www.unpri.org/download?ac=15325#:~:text=Some%20investors%20believe%20that%20tax,good%20risk%20management%20and%
20governance. &text=Prudent%20tax%20planning%20as%20the%20basis%20for%20tax%20management
2
https://www2.deloitte.com/content/dam/Deloitte/global/Documents/Tax/gx-beps-global-survey-summary-results- 2022.pdf
3
https://www.oecd.org/tax/international-community-strikes-a-ground-breaking-tax-deal-for-the-digital-age.htm
4
https://www.congress.gov/bill/117th-congress/house-bill/3007
5
https://www.internationaltaxreview.com/article/b1vf7yc65qpzcd/this-week-in-tax-eu-on-track-for-public-cbcr-by-2023
6
https://treasury.gov.au/consultation/c2023-383896
7
https://www.kosmosenergy.com/wp-content/uploads/2023/06/2022-Payments-to-Government.pdf; https://www.kosmosenergy.com/transparency/
8
https://investors.kosmosenergy.com/static-files/985f05d7-645f-4c32-a398-ca7fdc38e951, p. 45
9
https://ghstandard.com/goldfields-kosmos-dispute-tax-bills-imposed-by-gra/3319/
10
https://assets.kpmg/content/dam/kpmg/xx/pdf/2020/11/the-time-has-come.pdf
11
https://www.globalreporting.org/standards/media/2482/gri-207-tax-2019.pdf
12
https://www.hess.com/sustainability/how-we-operate/tax-practices;
https://reports.shell.com/tax-contribution- report/2020/our-tax-data.html;
https://s24.q4cdn.com/382246808/files/doc_downloads/2022/sustainability/newmont-2021-tax-report.pdf;
https://www.bp.com/en/global/corporate/sustainability/our-approach-to-sustainability/tax-transparency.html; https://reports.shell.com/tax-contribution-report/2020/;
https://www.eni.com/assets/documents/eng/reports/2020/Country-by-Country-2020_ENG.pdf;
https://totalenergies.com/sites/g/files/nytnzq121/files/documents/2022-03/Tax_transparency_report_2019_2020.pdf
13
https://www.globalreporting.org/news/news-center/momentum-gathering-behind-public-country-by-country-tax- reporting/
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Vote Required
The affirmative vote of a majority of the votes cast at the annual stockholders meeting, at which a quorum is present, is required to approve Proposal 5. Abstentions shall not be treated as votes cast, although they will be counted for purposes of determining whether a quorum is present.
Recommendation
The Board recommends you vote AGAINST this proposal for the following reasons:
As the proponent notes, Kosmos is a leader in supporting transparency initiatives that improve governance and accountability. We understand that we are the only U.S. upstream oil and gas company that publishes all our contracts at the project level and we are proud to be a Board member of the global Extractive Industries Transparency Initiative, which is the leading body for setting voluntary standards and practices for the industry. And as we conveyed to this proponent during our engagement ahead of receiving this proposal, we take care to ensure that the information we provide is meaningful and not competitively sensitive in the context of what our peers, competitors, and others in the industry provide. We have therefore studied carefully the GRI Tax Standard, what it comprises and whether there is merit in aligning to it. It is apparent that the GRI Tax Standard offers no clear benefit to our shareholders or to the countries where we operate in addition to the information we already supply on tax revenues in great detail, as outlined below. We can find no U.S. peer that is fully aligned with the GRI Tax Standard. In addition, most of the information requested is available in our public filings in other formats. The format contemplated by the GRI Tax Standard also risks confusing stakeholders about the basis for revenues and tax disclosures, thereby putting disclosing companies at a competitive disadvantage. Therefore, we believe that at this time it is unnecessary and redundant to adopt the voluntary public disclosures prescribed by the GRI Tax Standard, which is not a common practice among our U.S. industry peers. For reference, last year the proponent pursued nearly identical proposals for vote by the shareholders of ExxonMobil, Chevron and ConocoPhillips, other international oil and gas extractive companies. In each such situation the proponent’s proposal was rejected by shareholders.
Kosmos already publicly provides detailed information about taxes. The requested tax transparency report is unnecessary.
Kosmos makes tax disclosures through existing frameworks both voluntarily to strive towards being at the leading edge of transparency and in compliance with legally mandated reporting. We take appropriate tax and other financial disclosures very seriously. Our tax disclosures include the following:
We provide detailed information regarding our U.S. federal, state, and international income taxes and other tax related information in the annual and quarterly reports that we publicly file with the Securities and Exchange Commission (“SEC”).
To the extent tax law changes pose a material risk to our business, we include disclosures detailing such risk in our filings with the SEC. Similarly, to the extent that we face any potential tax liabilities that we believe are material, we also disclose them in our filings with the SEC.
We publish an annual report of payments made to governments in accordance with the UK’s Reports on Payments to Governments Regulations 2014, which includes information regarding tax payments made by country.
We will be complying, beginning with our 2023 financial year, with the newly implemented rules for reporting payments to governments, including taxes, for extractive activities on a country or project basis, as applicable, under Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
We publish reports from Kosmos subsidiaries that include “in-scope” government payments to independent third parties in the Extractive Industries Transparency Initiative implementing countries.
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We provide annual country-by-country reports to the U.S. Treasury office of The Internal Revenue Service with our annual U.S. consolidated income tax return, as the United States is one of the countries that has implemented the Organisation for Economic Co-operation & Development’s (“OECD”) Action 13 of its Base Erosion and Profit Shifting project. Each report includes specific tax information by country, including revenue, taxes paid, taxes accrued, and number of employees, which may be shared among tax authorities, providing them information for appropriate use to undertake a risk assessment of our tax affairs. The countries implementing Action 13 are required to enforce confidentiality of the country-by-country reports, due to the reports’ competitively sensitive nature and the need to ensure appropriate use by the participants of the OECD agreement.
Expanding our current disclosures to include country-by-country tax reporting in accordance with the GRI Tax Standard does not add significant new information for shareholders or stakeholders that would enhance transparency, is not consistent with peer market practice and would therefore risk putting Kosmos at a competitive disadvantage.
Reporting under the GRI Tax Standard would require providing additional granular data that the company does not believe is useful or informative to our investors or other stakeholders. The proponent claims that reporting under the GRI Tax Standard would bring Kosmos in line with “peer companies” who, according to the proponent, are using this standard. However, there has not been significant adoption of the GRI Tax Standard by U.S.-based companies, and as we have noted above, we can find no U.S. peer company that aligns fully with the Standard. Instead, this proposal requests the adoption of a disclosure framework on financial reporting and related metrics that is unevenly applied and not widely adopted among our U.S. peers. This would create regulatory, financial, and reputational risks without providing stakeholders with consistent, comparable data. Given the relatively novel nature of the disclosure requested, there is also significant risk that information could be misunderstood. As such, implementing new disclosures beyond what is both currently and soon to be required by law, and beyond the practices of similarly situated U.S.-based companies with extensive international operations, would risk putting Kosmos at a competitive disadvantage, to our shareholders’ potential detriment.
The proposal also mentions the risk of potential tax penalty payments as a rationale for seeking additional disclosures. Evaluating tax claims by foreign governments is a complicated process that involves the review and analysis of tax laws, contractual provisions and case law. Publishing a tax transparency report using the GRI Tax Standard would not provide any meaningful information to investors that would enable them to conduct their own analysis or otherwise attempt to verify the risk posed by a potential tax claim. It is the responsibility of the company to undertake this analysis and to publicly report in its filings with the SEC any risks that it considers material. We are of the view that aligning with the GRI Tax Standard will only confuse and not clarify the full array of disclosures that inform shareholders and other stakeholders, including in our countries of operation.
Therefore, the Board recommends that you vote AGAINST this proposal.
X
The Board recommends a vote “AGAINST” Proposal 5. If not otherwise specified, proxies will be voted “AGAINST” Proposal 5.
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GENERAL MATTERS
Record Date
The Board fixed the record date for the determination of stockholders entitled to notice of and to vote at the annual stockholders meeting as of the close of business on April 12, 2022.9, 2024. Our only outstanding
voting securities are our common shares, $0.01 par value per share, of which 455,437,574471,548,508 shares were outstanding as of the close of business on the record date.
Voting Your Proxy
Our stockholders are entitled to one vote for each common share that is owned on the record date on all matters considered at the annual stockholders meeting. You may vote your shares either in personat the virtual meeting or by proxy. To vote by proxy, you may submit your proxy and direct how to vote your shares by telephone using the toll-free number listed on the Proxy Card, via the Internet at the website listed on the Proxy Card or by marking, dating, signing and mailing the enclosed Proxy Card in the prepaid envelope provided. When using Internet or telephone voting, the voting systems will verify that you are a stockholder through the use of a company number for Kosmos Energy Ltd. and a control number unique to you. If you submit your proxy and direct how to vote your shares via the Internet or by telephone, please do not also mail the enclosed Proxy Card. If you plan to vote at the virtual annual stockholders meeting, you will need the control number included on your notice of internet
availability, proxy card or
voting instruction form to be admitted to the virtual meeting as a stockholder, vote your shares and ask questions. Even if you currently plan to attend the virtual annual stockholders meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the virtual annual stockholders meeting.
If you receive more than one Proxy Card or voting instruction form, it means that your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive. If you wish to consolidate accounts, please contact Computershare Trust Company, N.A. or your broker, bank or other nominee. We will announce preliminary voting results at the annual stockholders meeting and publish the final results in a Current Report on Form 8-K filed within four business days after the end of the annual stockholders meeting.
Shares Held of Record
If your shares are held in your name and you vote by granting a proxy, which is not subsequently revoked, the proxy holders will vote the shares in accordance with your instructions. If you submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations as follows:
FOR Proposal 1: To elect twothree Class IIIII directors to a three-year term to serve until the 20252027 annual stockholders meeting;
FOR Proposal 2: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20222024 and to authorize the Company’s
Audit Committee of the Board of Directors to determine their remuneration; and
FOR “:”: Proposal 3: To provide a non-binding, advisory vote to approve named executive officer compensation.compensation;
EVERY YEAR” Proposal 4: To provide a non-binding, advisory vote to approve the frequency of holding future non-binding votes on named executive officer compensation; and
AGAINST”: Proposal 5: A stockholder proposal, if properly presented at the meeting, to issue a report on tax payments.
If other matters properly come before the annual stockholders meeting, the proxy holders will vote on such matters in accordance with their best judgment. Such persons also have discretionary authority to vote to adjourn the annual stockholders meeting, including for the purpose of soliciting proxies to vote in accordance with the Board’s recommendations on any of the above items.
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Shares Held in Street Name
If your shares are held in “street name” by your broker, bank or other nominee, you will receive a voting instruction form with this Proxy Statement. Like shares held of record, you may vote your shares held in street name at the virtual annual stockholders meeting if you have obtained a legal proxy from the holder of record for your shares or you may sign and date the enclosed voting instruction form and return it in the enclosed, postage-paid envelope. If your shares are held in street name in a brokerage
account or by a bank or other nominee, you must provide your broker with instructions on how to vote your shares in order for your shares to be voted on these proposals. If you do not instruct your broker on how to vote these proposals, your shares will not be voted on these matters, except that your broker may exercise discretionary authority to vote your shares on routine proposals. The only routine proposal at this year’s virtual annual stockholders meeting is Proposal 2.
Revoking Your Proxy
Even after you have returned your proxy, you may revoke your proxy at any time before it is exercised by (1) submitting a written notice of revocation to our Corporate Secretary by mail to Kosmos Energy Ltd., 8176 Park Lane, Suite 500, Dallas, Texas 75231, (2) submitting a duly executed proxy bearing a later date to our Corporate Secretary by mail to Kosmos
Energy Ltd., 8176 Park Lane, Suite 500, Dallas, Texas 75231,(3) using the Internet voting website or the toll-free telephone number listed on the enclosed Proxy Card to deliver a duly executed proxy bearing a later date or (4) attending the virtual annual stockholders meeting and voting during the meeting, which suspends the powers of the proxy holder.
Quorum and Vote Required
The presence virtually or by proxy of two or more stockholders representing a majority of the total voting power of our issued and outstanding share capital entitled to vote shall constitute a quorum to conduct business at the virtual annual stockholders meeting.
For Proposal 1, the election of directors, you may vote “FOR,” “AGAINST” or “ABSTAIN” for each of the director nominees. Under our Bylaws, director nominees are elected by a majority of all votes cast, subject to the Company’s director resignation policy contained in itsour Corporate Governance Guidelines. Abstentions and broker non-votes will have no effect on the election of directors. This means that the individuals nominated for election to the Board who receive more “FOR” votes than “AGAINST” votes (among votes properly cast in person or by proxy) will be elected.
For Proposal 2, the ratification of the selection of the Company’s independent registered public accounting
firm, you may vote “FOR”, “AGAINST” or “ABSTAIN” from voting on the proposal. This proposal requires the affirmative vote of a majority of all votes cast in favor of the matter. Abstentions will have no effect on the proposal. Because the ratification of the appointment of the independent auditor is considered a “routine” matter, brokers are permitted
to vote on this proposal if they have not received instructions from the beneficial owners, and, therefore, there should be no broker non-votes with respect to this Proposal 2.
For Proposal 3, the advisory vote to approve the compensation of the Company’s named executive officers, you may vote “FOR”, “AGAINST” or “ABSTAIN” from voting on the proposal. This proposal requires the affirmative vote of a majority of all votes cast in favor of the matter. Abstentions and broker non-votes will have no effect on the proposal.
For Proposal 4, the advisory vote to approve the frequency of holding future non-binding, advisory votes on named executive officer compensation, you may vote “Every Year,” “Every 2 Years,” “Every 3 Years” or “ABSTAIN” from voting on the proposal. The affirmative vote of a majority of all votes cast will determine the preferred frequency for holding future advisory votes on named executive officer compensation. Abstentions and broker non-votes will have no effect on the proposal. The Board will consider the frequency choice that receives the plurality of votes cast if none of the frequency choices receives a majority.
For Proposal 5, the stockholder proposal to issue a report on tax payments, you may vote “FOR”, “AGAINST” or “ABSTAIN” from voting on the
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proposal. This proposal requires the affirmative vote of a majority of all votes cast in favor of the matter. Abstentions and broker non-votes will have no effect on the proposal.
Cost of Solicitation
We will pay the cost of soliciting proxies for the annual stockholders meeting. Proxies may be solicited by the employees of Kosmos and our subsidiaries, without additional compensation, in person, or by mail, courier, telephone or email. We may also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for
the forwarding of solicitation material to the
beneficial owners of shares held of record by such persons. We may reimburse such brokerage houses, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith. Morrow Sodali LLC has been retained to assist the Company in the solicitation of proxies at a fee estimated not to exceed $7,500, plus expenses.
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Annual Report
Our 20212023 Annual Report on Form 10-K, including consolidated financial statements as of and for the fiscal year ended December 31, 2021,2023, is being distributed to all stockholders entitled to vote at the annual stockholders meeting, together with this Proxy Statement, in satisfaction of the requirements of the SEC, the Company’s Bylaws and Delaware law. Copies of the Annual Report on Form 10-K are available at no charge upon request. To obtain additional copies of the Annual Report on Form 10-K, please contact us at Kosmos Energy Ltd., 8176 Park Lane, Suite 500, Dallas, Texas 75231, Attention: Corporate Secretary, or at telephone number +1 (214) 445-9600. The Annual Report on Form 10-K does not form any part of the materials for the solicitation of proxies. In addition, this Proxy Statement and our Annual Report on Form 10-K are available to you at no charge electronically under the SEC Filings 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 Board is not aware of any matter to be presented for action at the annual stockholders meeting of the Company other than the matters set forth herein. Should any other matter requiring a vote of stockholders arise, it is the intention of the persons named in the proxy to vote in accordance with their best judgment on such matter. The stockholders of the Company have no dissenter’s or appraisal rights in connection with any of the proposals described herein.
If you have any questions about the proxy materials or the annual stockholders meeting, please contact our Corporate Secretary at Kosmos Energy Ltd., 8176 Park Lane, Suite 500, Dallas, Texas 75231, or by telephone at +1 (214) 445-9600.
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HOUSEHOLDING
As permitted by applicable law, we intend to deliver only one copy of certain of our documents, including proxy statements, annual reports and information statements to stockholders residing at the same address, unless such stockholders have notified us of their desire to receive multiple copies thereof. Any such request should be directed to Kosmos Energy Ltd., 8176 Park Lane, Suite 500, Dallas, Texas 75231, Attention: Corporate Secretary, or by telephone at +1 (214) 445-9600. Stockholders who currently receive multiple copies of the Proxy Statement at their address and would like to request householding of their communications should contact their broker.
PROPOSALS OF STOCKHOLDERS FOR 20232025 ANNUAL STOCKHOLDERS MEETING
Any stockholder desiring to present a stockholder proposal at our 20232025 annual stockholders meeting and to have the proposal included in our related Proxy Statement pursuant to Rule 14a-8 under the Exchange Act must send such proposal to Kosmos Energy Ltd., 8176 Park Lane, Suite 500, Dallas, Texas 75231, Attention: Corporate Secretary, so that it is received no later than December 29, 2022.26, 2024. All such proposals should be in compliance with SEC rules and regulations. We will only include in our proxy materials those stockholder proposals that we receive before the deadline and that are proper for stockholder action.
Although information received after such date will not be included in the proxy materials sent to stockholders, a stockholder proposal may still be presented at the annual stockholders meeting if such proposal complies with the Company’s Bylaws. In accordance with our Bylaws, stockholder proposals for director nominations and other business brought properly before an annual meeting may be brought before the annual stockholders meeting only if such proposal is made pursuant to written notice timely given to the Company’s Corporate Secretary accompanied by certain information. To be timely, a stockholder’s written notice must be received at the registered officeprincipal executive offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual stockholders meeting. For stockholder proposals for the 20232025 annual stockholders meeting, written notice must be received between February 9, 20236, 2025 and March 11, 2023.8, 2025. In addition to complying with the Company’s Bylaws, to nominate directors stockholders must give timely notice that complies with the additional requirements of Rule 14a-19, and which must be received no later than April 7, 2025.
BY ORDER OF THE BOARD OF DIRECTORS



Jason E. Doughty

Senior Vice President, General Counsel and Corporate Secretary
April 28, 2022
25, 2024
Dallas, Texas
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Annex A: North American Exploration and Production Survey Companies
APA Corporation
Baytex Energy Corp.
Berry Corporation

California Resources Corporation
Callon Petroleum Company
Chesapeake Energy Corporation
Chord Energy Corporation
Civitas Resources, Inc.

Cabot Oil & Gas Corporation
CaliforniaCNX Resources Corporation
Callon Petroleum Company
Centennial Resource Development, Inc.
Chesapeake Energy Corporation
Cimarex Energy Company

Comstock Resources, Inc.

Continental Resources,Coterra Energy Inc.

Crescent Energy Company
Crescent Point Energy Corp.
Denbury Inc.
Devon Energy Corporation

Diamondback Energy, Inc.

Earthstone Energy, Inc.

Enerplus Corporation
EOG Resources, Inc.

EQT Corporation

Gulfport Energy Corporation

Hess Corporation

Laredo Petroleum, Inc.
Kosmos Energy Ltd.
Magnolia Oil & Gas Corporation

Marathon Oil Corporation

Matador Resources Company

MEG Energy Corp.
Murphy Oil Corporation

National Fuel Gas Company

Occidental Petroleum Corporation
Ovintiv Inc.

Parex Resources Inc.
PDC Energy, Inc.

Ranger OilPermian Resources Corporation

Pioneer Natural Resources Company

Range Resources Corporation

Ring Energy, Inc.
SM Energy Company

Southwestern Energy Company

Talos Energy Inc.

Whiting Petroleum Corporation
Vital Energy, Inc.
CEO Compensation Reference Benchmarking (January 2021)2023)
CimarexAPA Corporation
California Resources Corporation
Callon Petroleum Company
Chord Energy Corporation
CNX Resources Corporation
Comstock Resources, Inc.
Magnolia Oil & Gas Corporation
Matador Resources Company

Murphy Oil Corporation

Range Resources Corporation
SM Energy Company
Southwestern Energy Company

Range Resources Corporation
Matador Resources Company
PDCTalos Energy Inc.
Oasis Petroleum
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