DEF 14A of Kosmos Energy Ltd.
Filed Apr 16, 2026 · FY20250001140361-26-014971
To elect two Class I directors to a three-year term to serve until the 2029 annual stockholders meeting
To elect two Class I directors to a three-year term to serve until the 2029 annual stockholders meeting The Board currently consists of eight 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 I directors, Mr. Andrew G. Inglis and Ms. Maria Moræus Hanssen, if re-elected, will serve a three-year term until the 2029 annual stockholders meeting. 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.
Class I Director Nominees
Class I Director Nominees
Class I Director Nominees
| | Andrew G. Inglis Chairman and Current Class I Director Age: 67 Director since: 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., where he 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. | |
Class I Director Nominees
| | Maria Moræus Hanssen Current Class I Director Age: 61 Director since: 2023 Committees: ■ Audit Committee ■ Health, Safety, Environment and Sustainability Committee Other current public directorships: ■ Scatec ASA ■ SLB | | Ms. Maria Moræus Hanssen has been an independent director of SLB since 2020 and serves on the Compensation Committee, the Nominating & Governance Committee, and as Chair of the New Energy and Innovation Committee. She has also served on the board of Scandinavian public company Scatec ASA since April 2020 where she is also a member of the Audit and Sustainability Committee, and she previously served on the board of Scandinavian public company Alfa Laval AB from April 2019 to April 2023. She previously served as deputy chief executive officer and chief operating officer of Wintershall Dea GmbH, a German-based oil and gas producer, from May 2019 to December 2019, following the merger between DEA Deutsche Erdoel AG (DEA) and Wintershall Holding GmbH. Prior to that, she served as chief executive officer of DEA and as chair of its management board from January 2018 until April 2019. Before joining DEA, she served as chief executive officer of ENGIE E&P International SA and as head of the E&P business unit for the ENGIE Group in Paris from 2015 to 2017. Ms. Moræus Hanssen served in various management and operations roles at Aker from 2008 to 2013, Statoil (now Equinor) from 2007 to 2008, and Norsk Hydro from 1992 to 2007, and also serves in director and chair roles on various private company, municipal and non-profit boards. She previously served as deputy chairman and audit committee chair of Yara International ASA from 2015 to May 2019. Ms. Moræus Hanssen has a Master of Petroleum Engineering from the Norwegian University of Science and Technology, a Master of Petroleum Economics from IFP School and a corporate director certificate from Harvard Business School (2021). For these reasons, we believe she is well qualified to serve on our Board. | |
Continuing Directors (Current Class II Directors with Terms Expiring in 2027)
Continuing Directors (Current Class II Directors with Terms Expiring in 2027)
Continuing Directors (Current Class II Directors with Terms Expiring in 2027)
| | Adebayo (“Bayo”) O. Ogunlesi Current Class II Director Age: 72 Director since: 2011 Lead Independent Director since: 2025 Committees: ■ Compensation Committee (Chair) Other current public directorships: ■ Callaway Golf Company ■ BlackRock | | Mr. Ogunlesi currently serves as a Senior Managing Director of BlackRock, Inc., and as a member of the firm’s Global Executive Committee (“GEC”). He was appointed to the Board of Directors of BlackRock, Inc. in November 2024. Mr. Ogunlesi has been Chairman and CEO of Global Infrastructure Partners (“GIP”), a private equity firm that invests in infrastructure assets in the energy, transport and water sectors, in both OECD and select emerging market countries since 2006. Prior to founding GIP, Mr. Ogunlesi 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 also a Director of Callaway Golf Company. Mr. Ogunlesi has experience with technology, artificial intelligence and cyber security and has been a member of the Board of Directors of OpenAI since January 2025. 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. | |
Continuing Directors (Current Class II Directors with Terms Expiring in 2027)
| | Deanna L. Goodwin Current Class II Director Age: 61 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 and Chair of the Compensation 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. | |
Continuing Directors (Current Class II Directors with Terms Expiring in 2027)
Continuing Directors (Current Class II Directors with Terms Expiring in 2027)
Continuing Directors (Current Class II Directors with Terms Expiring in 2027)
| | Sir John Grant Current Class II Director Age: 71 Director since: 2023 Committees: ■ Health, Safety, Environment and Sustainability Committee ■ Nominating and Corporate Governance Committee Other current public directorships: ■ None | | Sir John Grant was previously a member of the Advisory Council of Essar Oil (UK) Limited, a UK-focused downstream energy company, from July 2021 to November 2023, and served as Vice President of International Government Relations at Anadarko Petroleum Corporation from October 2016 until his retirement in 2019. Prior to that, he served as Executive Vice-President of Policy and Corporate Affairs at BG Group from 2009 to 2015 with responsibility for government affairs, corporate responsibility and communications. Before joining BG Group in 2009, he had served as President of BHP Billiton Europe since 2007. Prior to that he had been a member of the British Foreign Service from 1976 to 2007, holding posts in Stockholm, Moscow and Brussels, where he was the UK’s Permanent Representative to the European Union from 2003 to 2007. Mr. Grant has a degree in modern languages from Cambridge University. For these reasons, we believe he is well qualified to serve on our Board. | |
Continuing Directors (Current Class III Directors with Terms Expiring in 2028)
Continuing Directors (Current Class III Directors with Terms Expiring in 2028)
Continuing Directors (Current Class III Directors with Terms Expiring in 2028)
| | Roy A. Franklin Current Class III Director Age: 72 Director since: 2021 Committees: ■ Audit Committee ■ Nominating and Corporate Governance Committee (Chair) Other current public directorships: ■ None | | Mr. Franklin most recently served as Chair of the international energy services group, Wood plc (“Wood”) from September 2019 to March 2026, where he oversaw 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. 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 and has also 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. | |
Continuing Directors (Current Class III Directors with Terms Expiring in 2028)
| | Steven M. Sterin Current Class III Director Age: 54 Director since: 2019 Committees: ■ Audit Committee (Chair) ■ Compensation Committee Other current public directorships: ■ Qnity Electronics, Inc. | | Mr. Sterin has served on the Board of Directors of Qnity Electronics, Inc. since November 2025 and currently serves as Chair of the Audit Committee. Mr. Sterin previously served on the Board of Directors of DuPont de Nemours, Inc. from 2019 to 2025 and was an advisory member of the Special Products Division from 2017 to 2019. Mr. Sterin has also provided consulting services to Amber Energy since February 2026. 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 previously served as a Senior External Advisor to McKinsey & Company, from June 2019 until August 2021 and again from April 2023 to February 2026. 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. | |
Continuing Directors (Current Class III Directors with Terms Expiring in 2028)
| | J. Mike Stice Current Class III Director Age: 67 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 Sustainability and Public Policy Committee and as Chair of the Corporate Governance and Nominating Committee. Mr. Stice is also a Director of MPLX GP LLC and Caturus Energy, LLC where he also serves on the Audit Committee. 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. | |
2025 Director Compensation
2025 Director Compensation The following table lists the individuals who served as our non-employee directors in 2025 and summarizes their 2025 compensation. Mr. Inglis did not receive any compensation for his service as a director in 2025.
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Roy A. Franklin | 125,000 | 170,000 | — | 295,000 | | Deanna L. Goodwin | 100,000 | 170,000 | — | 270,000 | | Adebayo O. Ogunlesi | 100,000 | 170,000 | — | 270,000 | | Steven M. Sterin | 125,000 | 170,000 | — | 295,000 | | Maria Moræus Hanssen | 75,000 | 170,000 | — | 245,000 | | J. Mike Stice | 75,000 | 170,000 | — | 245,000 | | Sir John Grant | 75,000 | 170,000 | — | 245,000 |
2025 Director Compensation
| (1) Each of our non-employee directors is entitled to (i) an annual cash retainer for service on the Board and (ii) an additional cash retainer if the director chairs a Board committee, in each case, paid quarterly and, if applicable, prorated for the portion of the year that the director serves on the Board or committee. The Lead Independent Director is also entitled to an additional cash retainer of $50,000, however, Mr. Ogunlesi has opted to waive this cash retainer and did not receive any cash compensation in 2025 for serving as our Lead Independent Director. The table below sets forth the annualized cash retainers for the period from January 1, 2025 to December 31, 2025. |
2025 Director Compensation
| Type of Retainer | Retainer (Annualized) ($) | | Board Member | 75,000 | | Audit Committee Chair | 50,000 | | Compensation Committee Chair | 25,000 | | Nominating and Corporate Governance Committee Chair | 50,000 | | Health, Safety, Environment and Sustainability Committee Chair | 25,000 | | Lead Independent Director | 50,000 |
2025 Director Compensation
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 and will receive the full value of the covered 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 covered year. In the event the director ceases to serve on the Board for any reason prior to the annual meeting 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 (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. In 2025, all directors elected to receive their annual cash retainer in the form of cash.
2025 Director Compensation
| (2) Each non-employee director is entitled to receive an annual equity award retainer in the form of service-vesting restricted share units (“RSUs”) granted under our Long Term Incentive Plan with an annual grant date value of $170,000. These grants are made annually on the date of our annual stockholders meeting (or, for new directors who begin serving on the Board on a different date, on such date with a pro-rated grant date value for the partial year of service). The amounts in this column reflect the aggregate grant date fair values of such RSUs, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The actual value, if any, realized by our non-employee directors for these awards is a function of the value of the shares if and when they vest. For additional information on how we account for equity-based compensation, see Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth the total number of RSUs held by our non-employee directors who held such awards as of December 31, 2025, which are scheduled to vest on May 27, 2026, the day before the annual stockholders meeting. The vesting of the RSUs granted in 2025 will accelerate on death or disability or upon the occurrence of a change in control.
DIRECTOR COMPENSATION
| Name | Total RSUs (#) | | Roy A. Franklin | 96,591 | | Deanna L. Goodwin | 96,591 | | Adebayo O. Ogunlesi | 96,591 | | Steven M. Sterin | 96,591 | | Maria Moræus Hanssen | 96,591 | | J. Mike Stice | 96,591 | | Sir John Grant | 96,591 |
Executive Summary
| ■ | 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 |
Executive Summary
| ■ | motivate and reward our executives to manage our business to meet our long-term objectives and increase stockholder value. |
Executive Summary
Our executive compensation program consists of three key elements: (1) base salary, (2) annual cash incentive awards and (3) long-term equity incentive awards. We believe that our compensation program continues to strike the appropriate balance between short-term and long-term incentives for our management team. Emphasis on at-risk, performance-based pay: 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 both directly tie our executives’ pay to Company performance and pay out based upon achievement of rigorous performance metrics. In particular, we emphasize long-term equity-based compensation, which we believe provides the most direct alignment between our executives and the long-term interests of our stockholders. Performance metrics linked to our business strategy: We believe that our executive compensation program effectively encourages our named executive officers to deliver strong financial and operational results in a safe and sustainable manner, positioning the Company for future stockholder value creation. Performance related to 2025: Following the end of the 2025 performance year, based on the Company’s relative achievement of KPIs, the annual cash bonus for 2025 would have been expected to pay out at ~85% of the Base Bonus Pool. However, given the significant impact of certain KPIs which were not achieved and in light of a weaker oil and gas price outlook in 2026, the Compensation Committee determined to pay zero annual cash bonuses (including to our named executive officers) for 2025. In light of this decision, and in order to ensure the retention of key personnel, the Compensation Committee instituted a retention plan for 2026 whereby senior executives are expected to receive a one-time award of shares equivalent to 50% of their respective target annual cash bonus for 2025. These share awards are expected to be granted in the second half of 2026 and will be calculated using the moving 30-day average prior to the grant date for the closing price of our stock. In order to be eligible to receive this retention award, senior executives must remain employed with the Company as of June 30, 2026. Going forward, we remain focused on evaluating responsible and effective ways to maximize retention and stockholder alignment with the goal of ensuring that our compensation decisions align with investor 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.
2025 Key Compensation Decisions
| ■ | Annual Cash Bonuses: As noted above, based on the Company’s relative achievement of KPIs, the annual cash bonus for 2025 would have been expected to pay out at ~85% of the Base Bonus Pool. However, given the significant impact of certain KPIs which were not achieved and in light of a weaker oil and gas price outlook in 2026, the Compensation Committee determined that zero annual cash bonuses would be awarded (including to our named executive officers) for 2025. |
2025 Key Compensation Decisions
| ■ | Annual Equity Awards: In January 2025, consistent with the Compensation Committee’s historical pay for performance philosophy, we granted approximately 2/3 of our named 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. |
Elements of Our Executive Compensation Program
| 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 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. |
Role of the Compensation Committee
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.
Role of Compensation Consultant
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 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 2025. Meridian participated in several conversations with the Compensation Committee and Committee Chair in 2025 and early 2026 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 2025, 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
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 2025, Meridian referenced compensation data collected in its proprietary industry survey of North American exploration and production companies, and policies and practices researched across the industry in general. For a list of the surveyed companies that were used as part of the Company’s CEO compensation reference benchmarking, 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.
Equity Incentive Awards
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 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 cash 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 Policies” below). 2025 Annual Equity Awards The Compensation Committee’s overall approach to equity incentive compensation in 2025 continued to place a strong emphasis on pay for performance by granting a significant portion of equity incentive awards in the form of PSUs that are subject to achievement of a three-year relative TSR performance goal, which the Compensation Committee believes closely aligns our named executive officers’ interests with those of our stockholders and complements the KPIs used for purposes of determining payouts under our annual cash bonus program. In 2025, we granted annual equity awards to our named executive officers, with approximately 2/3 of such annual equity awards granted in the form of PSUs and approximately 1/3 granted in the form of RSUs. 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 2025 vest one-third each year over three years based on continued service. PSUs. The PSUs granted in 2025 vest at the end of 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 at the end 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). 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. The performance goal for the performance awards granted to our named executive officers in 2025 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 2, 2025 and ending January 2, 2028, as follows:
Equity Incentive Awards
| Relative TSR (Ranking) | Performance Goal Attainment | | 1st (highest) | 200% | | 2nd highest | 175% | | 3rd highest – 3rd lowest (“Middle Zone”) | * | | 2nd lowest | 25% | | Lowest | 0% |
Equity Incentive Awards
| * 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. |
Equity Incentive Awards
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 2025 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.
Equity Incentive Awards
| 2025 PSUs: Performance Peer Companies | | | Aker BP ASA | Capricorn Energy plc | | Energean plc | Genel Energy plc | | Harbour Energy Plc | Meren Energy Inc. | | Murphy Oil Corporation | Talos Energy Inc. | | Tullow Oil plc | |
Equity Incentive Awards
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 “2025 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 CEO has certain enhanced protections for his equity awards in connection with a change in control, as described in more detail in “2025 Compensation—Potential Payments Upon Termination or Change in Control— Equity Awards” below. For details on the outstanding equity awards granted to our named executive officers in 2025 and prior years, including the numbers of shares, dollar values, vesting schedules and acceleration and forfeiture provisions, see the tables and narrative under “2025 Compensation” below. 2023 PSU Award Payouts The three-year performance period applicable to the PSUs granted to each of our NEOs on January 31, 2023 concluded on January 3, 2026 and resulted in a payout level at 25% of target based on achievement of the relative TSR metric. Accordingly, upon settlement of the 2023 PSUs, Mr. Inglis received 118,539 shares, Mr. Shah received 65,567 shares and Mr. Marion received 7,661 shares.
Equity Incentive Awards
| Name | 2023 PSUs Granted (Target) | Percent of PSUs Earned | Number of PSUs Vested | | Mr. Inglis | 474,154 | 25% | 118,539 | | Mr. Shah | 262,269 | 25% | 65,567 | | Mr. Marion | 30,644 | 25% | 7,661 |
Equity Incentive Awards
The table below provides a comparison of the specific TSR peer rankings, potential payout percentages at each level, and actual results in connection with the 2023 PSU award payouts.
Equity Incentive Awards
| Ranking | Peer Company | Actual Three Year TSR | Performance Goal Attainment | | 1. | Aker BP ASA | 0% | 200% | | 2. | Energean plc | -3.5% | 175% | | 3. | Harbour Energy Plc | -6.2% | 170% | | 4. | Capricorn Energy plc | -16.7% | 150% | | 5. | Murphy Oil Corporation | -19.3% | 145% | | 6. | Meren Energy Inc. | -22.3% | 140% | | 7. | Talos Energy Inc. | -41.6% | 103% | | 8. | Genel Energy plc | -42.6% | 101% | | 9. | Kosmos Energy Ltd. | -83.1% | 25% | | 10. | Tullow Oil plc | -83.6% | 0% |
Equity Incentive Awards
2026 Annual Equity Awards In light of the Compensation Committee’s determination to pay zero annual cash bonuses to our executive officers for 2025, and in an effort to retain and incentivize our key management and further align their interests with the long-term interests of our shareholders, the Compensation Committee determined in January 2026 to increase the total equity incentive award share quantum for the 2026 annual awards. The total equity award quantum included a 10% year-on-year increase in share allocation of base annual RSUs and PSUs and an additional one-off award comprised entirely of at risk, performance-based RSUs, which resulted in total PSU allocation for the 2026 equity awards of approximately 75%, thereby offering our executive officers an increase in risk-based awards partially in recognition of the Compensation Committee’s determination to pay out zero cash bonuses for 2025. As is shown in the Comparison of 2024-2026 Equity Awards Values table below, the aggregate grant date value of the 2026 awards is still significantly less than the value of annual equity awards in recent years. The grant of the one-time PSUs was focused on leaders who are critical to the Company’s long-term plan execution, and stockholder alignment was maintained through these one-time awards being issued in the form of PSUs that are subject to a three-year relative TSR performance condition (consistent with our annual PSU grants). Comparison of 2024 - 2026 Equity Award Values The table below provides a comparison of the annual equity award values for our named executive officers (other than Mr. Ball) for the last three annual equity award cycles. The values in the table below for each of the named executive officers reflect the aggregate value of the annual awards of RSUs and PSUs granted under the LTIP to such executive in the relevant year (with PSUs reflected at the target performance level), determined using our stock price on each of the applicable award grant dates, or if the award grant date was not a trading day, on the trading day immediately following the award grant date (for 2024, $6.06 per share; for 2025, $3.18 per share; and for 2026, $1.36 per share). The values reflected for the awards in the table below (including for 2025) may not align with the values reflected in the “Stock Awards” column of the Summary Compensation Table or in the Grants of Plan Based Awards Table below, given that the SEC’s rules require us to reflect the value of the awards in such tables based on the accounting value of such awards (which takes into account, among other things, certain predictive assumptions regarding performance achievement and forfeitures).
Equity Incentive Awards
| Name(1) | 2024 | 2025 | 2026 | | Mr. Inglis | $4,969,200 | $2,607,600 | $1,525,920 | | Mr. Shah | $2,727,000 | $1,431,000 | $1,026,800 | | Mr. Marion | $606,000 | $508,800 | $402,560 |
Equity Incentive Awards
| (1) Mr. Ball retired from the Company on September 30, 2025, and did not receive any 2026 annual equity awards and therefore is excluded from this table. |
Annual Cash Bonuses
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 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 2025, see the “2025 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. The Compensation Committee reviewed a comprehensive report prepared by management summarizing the Company’s performance against the pre-established 2025 KPIs and the Company’s strategic, financial, operational and sustainable performance. Following the end of the 2025 performance year, based on the Company’s relative achievement of KPIs, the annual cash bonus for 2025 would have been expected to pay out at ~85% of the Base Bonus Pool. However, given the significant impact of certain KPIs which were not achieved and in light of a weaker oil and gas price outlook in 2026, the Compensation Committee determined to pay zero annual cash bonuses (including to our named executive officers) for 2025. In light of this decision, and in order to ensure the retention of key personnel, the Compensation Committee has instituted a retention plan for 2026 whereby senior executives are expected to receive a one-time award of shares equivalent to 50% of their respective target annual cash bonus for 2025. These share awards are expected to be granted in the second half of 2026, and will be calculated using the moving 30-day average prior to the grant date for the closing price of our stock. In order to be eligible to receive this retention award, senior executives must remain employed with the Company as of June 30, 2026. Going forward, we remain focused on evaluating responsible and effective ways to maximize retention and stockholder alignment with the goal of ensuring that our compensation decisions align with investor expectations. The table below sets forth the KPIs that our Compensation Committee originally established in early 2025 for our named executive officers under our annual cash bonus program. Within each sub-category, the supporting KPIs are equally weighted for performance determinations. Two financial KPIs, EBITDAX and free cash flow, are set at $75/barrel Brent oil price and $70/barrel Brent oil price, respectively, and actual performance is adjusted to reflect the referenced oil price. This set of 2025 KPIs ultimately did not factor into the determination of our named executive officers’ annual cash bonus for 2025 as no such bonuses were paid. Nonetheless, our named executive officers were committed to executing on these financial and operational performance goals in 2025.
Annual Cash Bonuses
| 2025 Key Performance Indicators | | | KPI | Commentary | | Building a Sustainable Business – ESG Goals (Total Weighting 20%) | | | Zero anticorruption violations | Zero anticorruption violations and continued proactive compliance diligence and training. | | Deliver Health, Safety, Environment and Sustainability (“HSES”) plan targets | Delivered all six HSES plan targets, with zero lost time injuries and total recordable injuries. | | Enhance the credibility of Kosmos’ sustainability strategy through transparent reporting and clear targets ■ Promote Kosmos’ ESG performance in the 2024 Sustainability Report ■ Disclosure and assurance of Scope 1 equity emissions. ■ Disclosure and assurance of emissions from the end use of our sold products (Scope 3 Category 11). ■ Deliver climate change targets and promote sustainable socio-economic development ■ Maintain and further extend Operated Scope 1 and 2 neutrality through ongoing operational improvements and high-quality offsets. ■ Ensure we remain on track to meet our absolute reduction and intensity targets, including by minimizing flaring in Ghana and Equatorial Guinea. ■ Manage an increased social investment and engagement campaign in Saint Louis. ■ Enhance our understanding of business risks associated with Delayed Energy Transition scenarios. | Published Sustainability Report in May 2025, which disclosed Scope 1 equity emissions and emissions from the end use of our sold products (Scope 3 Category 11). Maintained and further extended Operated Scope 1 and 2 neutrality through ongoing operational improvements and high-quality offsets, such as clean cookstoves in Ghana. Remained on track to meet our absolute reduction and intensity targets, including a material reduction in daily flare volumes at Jubilee and TEN as compared to 2024. Managed an increased social investment and engagement campaign in Saint Louis, Senegal through the SUXETT Entrepreneurship Program for Senegalese start-up companies. Worked with internal subject matter experts to assess and enhance our understanding of the potential impacts of physical risk exposure on Kosmos’ portfolio. | | Enhance the engagement and efficiency of our staff (as measured through the Work Force survey) through consistent and transparent communication and continued training and development opportunities. | Despite our focus on consistent and transparent communication and training and development opportunities, engagement satisfaction of our staff as measured through the Work Force survey decreased year over year. |
Annual Cash Bonuses
| Deliver Operational Milestones (Total Weighting 40%) | | | | Ghana Business Unit | Maximize Jubilee 2025 production through facilities uptime ≥98%, voidage replacement ≥100% and 2-well infill program starting in 2Q’25 that delivers an incremental ~3 Mbopd in 2025. | Jubilee production underperformed during 1H driven by gas turbine generator and water injection issues, as well as riser instability. 2H performance improved with riser based gas lift, better gas turbine generator performance, and delivery of the J72 well to arrest decline. | | | Maximize Jubilee long term production through delivery of a Four Point Plan (data, tools, expertise, process) | Two seismic surveys were conducted with modern technology applied for processing. This, together with an updated reservoir management strategy, resulted in two productive new wells and alignment on a five well program in 2026, which should form a solid base upon which to maximize long term Jubilee production. | | | Add incremental value to TEN through the purchase of the FPSO and subsequent reduction of opex | TEN FPSO Sale and Purchase Agreement agreed with MODEC and executed in February 2026. | | Gulf of America Business Unit | Winterfell: Remediate WF #3 and ensure WF #4 is on-budget and delivers targeted reserves and initial production | WF #3 remediation unsuccessful and WF #4 plugged and abandoned due to failed casing. | | | Advance Tiberius towards sanction target in 2027, with minimal deferral costs | Tiberius development plan finalized and advanced towards FID; Production Handling Agreement for the Lucius SPAR executed in September 2025. | | Equatorial Guinea Business Unit | Maximize production and increase reliability through optimization program including stimulation | Production underperformed as a result of operational issues and associated unplanned downtime. | | Mauritania/Senegal Business Unit | Ensure safe and timely completion of GTA Phase 1 commissioning period with production maximized and costs managed | Commissioning of GTA Phase 1 floating LNG systems and ramp up completed in June 2025; operated at 2.7 million tonnes per annum (mtpa) nameplate production capacity in December 2025. | | | Advance GTA Phase 1+ concept selection and schedule | Completed debottlenecking studies of existing facilities, successfully identifying a low cost pathway to Phase 1+ volumes. |
Annual Cash Bonuses
| Deliver 2025 Corporate Targets and Maintain Long Term Financial Liquidity (Total Weighting 30%) | | | Deliver production target of 70-80 Mboepd(1) and corresponding EBITDAX(2) of $1,100 - 1,200 million(1) at $75/bbl Brent | Delivered 2025 production of 64.4 Mboepd(1), primarily attributable to slower ramp of GTA and lower base production at Jubilee, which led to lower EBITDAX(2) of $543 million at average $58/bbl Brent. | | Capital Expenditure (“CapEx”) of less than $350 million | Total CapEx for 2025 was $292 million. | | Deliver free cash flow (“FCF”)(3) of ~$200 million at ~$70/bbl Brent | Did not deliver positive FCF primarily due to production impacts from slower ramp of GTA and lower base production at Jubilee. | | Maintain long-term financial strength through implementing a lower cost GTA FPSO financing solution and continuing a disciplined hedging program | GTA FPSO refinancing completed in January 2026; 8.5 MMBbls of oil hedged for 2026 (Brent & WTI); Executed $250 MM Gulf of America Term Loan with Shell to refinance 2026 bonds. | | Accelerate Strategic Delivery (Total Weighting 10%) | | | Mature M&A&D opportunities that enhance financial resilience and accelerate strategic delivery | Ongoing evaluation of M&A opportunities with sale of EG production assets to Panoro Energy agreed and expected to complete around the middle of 2026. |
Annual Cash Bonuses
| (1) Excluding impact of acquisitions / divestments and working capital. |
Annual Cash Bonuses
| (2) “EBITDAX” is a non-GAAP financial measure. 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) debt modifications and extinguishments, (ix) doubtful accounts expense and (x) similar other material items which management believes affect the comparability of operating results. See Annex B for a reconciliation to Net income (loss). |
Annual Cash Bonuses
| (3) “Free Cash Flow” is a non-GAAP financial measure that represents net cash provided by operating activities less Oil and gas assets, Other property, and certain other items that may affect the comparability of results and excludes non-recurring activity such as acquisitions, divestitures and National Oil Company (“NOC”) financing. NOC financing refers to the amounts funded by Kosmos under the Carry Advance Agreements that the Company has in place with the national oil companies of each of Mauritania and Senegal related to the financing of the respective national oil companies’ share of certain development costs at Greater Tortue Ahmeyim. |
Annual Cash Bonuses
In evaluating the Actual Bonus Pool for the 2025 performance year, the Compensation Committee considered the overall 2025 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, along with interpolation of the Base Bonus Pool funding amount for KPI achievements between these thresholds. The 2025 KPI achievement percentage would have been expected to pay out at ~85% of the Base Bonus Pool using the interpolated scale noted above. However, given the significant impact of certain KPIs which were not achieved and in light of a weaker oil and gas price outlook in 2026, the Compensation Committee exercised negative discretion in determining zero bonuses (including to our named executive officers) for 2025.
Termination and Change in Control Benefits
Termination and Change in Control Benefits
Termination and Change in Control Benefits
| ■ | Equity Awards: The vesting of the equity awards held by our named executive officers accelerates in connection with specified terminations of employment or a change in control. See “2025 Compensation—Potential Payments Upon Termination or Change in Control” below. |
Termination and Change in Control Benefits
| ■ | Offer Letters: The offer letter agreements we have entered into with each of our named executive officers (other than Mr. Shah) provide for specified termination payments and benefits. See “2025 Compensation—Potential Payments Upon Termination or Change in Control—Offer Letters” below. |
Termination and Change in Control Benefits
| ■ | Advisory Agreement and Transition Agreement with Mr. Ball: In connection with Mr. Ball’s retirement from the Company on September 30, 2025, Mr. Ball and the Company entered into an Advisory Agreement pursuant to which Mr. Ball has agreed to provide certain advisory services to the Company following his retirement in connection with the Company’s commercial efforts, as may be requested by the Company from time to time. Mr. Ball will be entitled to receive $3,000 for each day he provides services under the Advisory Agreement plus reimbursement for expenses incurred. In addition, in consideration for his services |
Termination and Change in Control Benefits
under the Advisory Agreement and for entering into a Transition Agreement with the Company, Mr. Ball received a portion of his target annual bonus for 2025, prorated through his retirement date. The Advisory Agreement will continue in effect until terminated by either the Company or Mr. Ball. Neither the Advisory Agreement nor the Transition Agreement entitles Mr. Ball to any further benefits, payments from the Company or unvested stock awards, all of which were forfeited effective at his retirement.
Termination and Change in Control Benefits
| ■ | 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” (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. For more information on our change in control severance policy, see “2025 Compensation—Potential Payments Upon Termination of Change in Control—Severance Policy” below. |
Compensation Recoupment Policies
Compensation Recoupment Policies We 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 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 these policies from time to time.
Grant Practices Specific to Stock Options
Grant Practices Specific to Stock Options We do not currently grant stock options as part of our equity compensation program. If stock options were to be granted in the future, the Company would not grant such options in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock. In addition, we generally would not grant stock options (i) during trading blackout periods established under our Dealing Policy, or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs, PSUs, or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. During fiscal year 2025, (i) none of our NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
2025 Summary Compensation Table
2025 Summary Compensation Table
2025 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 | 2025 | 1,196,681 | — | — | 3,715,420 | 64,857 | 4,976,958 | | | 2024 | 1,161,826 | — | 871,369 | 6,481,444 | 65,556 | 8,580,195 | | | 2023 | 1,127,986 | — | 902,389 | 7,599,631 | 67,263 | 9,697,269 | | Neal D. Shah Senior Vice President and Chief Financial Officer | 2025 | 640,240 | — | — | 2,038,950 | 44,225 | 2,723,415 | | | 2024 | 621,592 | — | 776,990 | 3,556,890 | 39,983 | 4,995,455 | | | 2023 | 603,487 | — | 543,139 | 4,203,583 | 39,103 | 5,389,312 | | Christopher J. Ball(5) Former Senior Vice President and Chief Commercial Officer | 2025 | 552,986 | — | 415,000 | 1,366,509 | 44,175 | 2,378,670 | | | 2024 | 717,806 | — | 596,448 | 2,383,836 | 46,177 | 3,744,267 | | | 2023 | 696,899 | — | 570,181 | 3,238,665 | 48,254 | 4,553,999 | | Josh R. Marion(6) Senior Vice President and General Counsel | 2025 | 463,500 | — | — | 724,960 | 43,960 | 1,232,420 | | | 2024 | 394,525 | — | 337,500 | 752,000 | 30,903 | 1,514,928 | | | 2023 | — | — | — | — | — | — |
2025 Summary Compensation Table
| (1) The amounts in this column reflect the actual amounts of salary paid to our named executive officers in the relevant fiscal year. |
2025 Summary Compensation Table
| (2) Other than as described further below for Mr. Ball, no annual cash bonuses were awarded for 2025. For additional information, see “Compensation Discussion and Analysis—Analysis of 2025 Executive Compensation Decisions—Annual Cash Bonus” above. |
2025 Summary Compensation Table
| (3) The amounts in this column reflect the aggregate grant date fair values of the RSUs and PSUs granted under the LTIP in 2025 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 “2025 Grants of Plan-Based Awards” table below. The following are the values of the 2025 PSU awards as of the grant date assuming attainment of the maximum level of performance: Mr. Inglis $5,450,048, Mr. Shah $2,990,880, Mr. Ball $2,004,494, and Mr. Marion $1,063,424. 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, 2025. |
2025 Summary Compensation Table
| (4) The amounts reported for 2025 in this column for our named executive officers reflect the following: |
2025 Summary Compensation Table
| (a) For Mr. Inglis, includes: (i) matching contributions under the Company’s 401(k) plan ($28,000); (ii) payment of premiums for (a) executive life insurance ($18,098), (b) executive supplemental disability income insurance ($8,407) and (c) executive long-term care insurance ($4,676); and (iii) the cost of an annual executive physical ($5,676). |
2025 Summary Compensation Table
| (b) For Mr. Shah, includes: (i) matching contributions under the Company’s 401(k) plan ($23,500); (ii) payment of premiums for (a) executive life insurance ($1,070), (b) executive supplemental disability income insurance ($5,505) and (c) executive long-term care insurance ($4,218); (iii) the cost of an annual executive physical ($5,002); and (iv) reimbursement for financial planning services ($4,930). |
2025 Summary Compensation Table
| (c) For Mr. Ball, includes: (i) matching contributions under the Company’s 401(k) plan ($22,432); (ii) payment of premiums for (a) executive life insurance ($7,481), (b) executive supplemental disability income insurance ($5,891) and (c) executive long-term care insurance ($4,217); and (iii) reimbursement for financial planning services ($4,154). No advisory fees were paid to Mr. Ball pursuant to the Advisory Agreement he entered into with the Company at the time of his retirement (as discussed further under “Termination and Change in Control Benefits—Advisory Agreement and Transition Agreement with Mr. Ball” below). |
2025 Summary Compensation Table
| (d) For Mr. Marion, includes: (i) matching contributions under the Company’s 401(k) plan ($23,500); (ii) payment of premiums for (a) executive life insurance ($2,256) and (b) executive supplemental disability income insurance ($7,153); (iii) the cost of an annual executive physical ($6,051); and (iv) reimbursement for financial planning services ($5,000). |
2025 Summary Compensation Table
| (5) Mr. Ball retired from the Company effective September 30, 2025. As further described above, Mr. Ball received a portion of a prorated 2025 performance-based bonus in consideration for entry into (i) an Advisory Agreement with the Company, pursuant to which Mr. Ball has agreed to provide certain advisory services to the Company following his retirement in connection with the Company’s commercial efforts, as may be requested by the Company from time to time, and (ii) a Transition Agreement with the Company. |
2025 Summary Compensation Table
| (6) Mr. Marion was promoted to the position of Senior Vice President and General Counsel, effective July 8, 2024. Since Mr. Marion was not a named executive officer for 2023, only his compensation for 2024 and 2025 is presented. |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table provides information on grants of plan-based awards made to our named executive officers during 2025.
2025 Grants of Plan-Based Awards
| Name | Grant Date | Approval Effective Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Andrew G. Inglis | — | — | 1,196,681 | 2,393,362 | — | — | — | — | — | | | 01/31/2025 | 01/16/2025 | — | — | — | — | — | 270,600 | 990,396 | | | 01/31/2025 | 01/16/2025 | — | — | 137,350 | 549,400 | 1,098,800 | — | 2,725,024 | | Neal D. Shah | — | — | 640,240 | 1,280,480 | — | — | — | — | — | | | 01/31/2025 | 01/16/2025 | — | — | — | — | — | 148,500 | 543,510 | | | 01/31/2025 | 01/16/2025 | — | — | 75,375 | 301,500 | 603,000 | — | 1,495,440 | | Christopher J. Ball | — | — | 739,340 | 1,478,680 | — | — | — | — | — | | | 01/31/2025 | 01/16/2025 | — | — | — | — | — | 99,525 | 364,262 | | | 01/31/2025 | 01/16/2025 | — | — | 50,517 | 202,066 | 404,132 | — | 1,002,247 | | Josh R. Marion | — | — | 347,625 | 695,250 | — | — | — | — | — | | | 01/31/2025 | 01/16/2025 | — | — | — | — | — | 52,800 | 193,248 | | | 01/31/2025 | 01/16/2025 | — | — | 26,800 | 107,200 | 214,400 | — | 531,712 |
2025 Grants of Plan-Based Awards
| (1) The amounts reported are the target and maximum annual cash bonuses that our named executive officers were eligible to receive for performance in respect of 2025 pursuant to our annual cash bonus plan. However, the Compensation Committee determined not to award any annual cash bonuses to our named executive officers in respect of 2025. For additional information, see “Compensation Discussion and Analysis—Analysis of 2025 Executive Compensation Decisions—Annual Cash Bonus” above. |
2025 Grants of Plan-Based Awards
| (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 2, 2028. 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 2025 Executive Compensation Decisions—Equity Awards” above. |
2025 Grants of Plan-Based Awards
| (3) These amounts reflect RSUs that are scheduled to vest one-third each year over three years, based solely on service. |
2025 Grants of Plan-Based Awards
| (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 “2025 Summary Compensation Table” above. The actual value, if any, that each named executive officer will |
2025 Grants of Plan-Based Awards
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, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information on the outstanding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| 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 | 528,846(3) | 481,250 | 1,572,954(3) | 1,431,388 | | Neal D. Shah | 290,559(4) | 264,409 | 865,269(4) | 787,395 | | Josh R. Marion | 96,349(5) | 87,678 | 187,843(5) | 170,937 | | Christopher J. Ball(6) | — | — | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) The market values of the awards were calculated by multiplying the number of shares underlying the awards by $0.91, which was the closing price of a common share on December 31, 2025 (the last trading day in 2025). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) The number of shares underlying PSU awards reflected in this table assumes attainment of the applicable specified relative TSR goal at the maximum performance level for PSU awards granted in 2023, 2024 and 2025. 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 2025, the PSUs granted in 2023 achieved the specified relative TSR goal with a payout at 25% of the target number of shares. For more on the terms of outstanding equity awards granted in 2025, see “Compensation Discussion and Analysis—Analysis of 2025 Executive Compensation Decisions—Equity Awards” above. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) For Mr. Inglis, consists of: (a) 77,846 shares underlying RSU awards that are scheduled to vest on January 31, 2026; (b) 180,400 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2026 and 2027; (c) 270,600 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2026, 2027 and 2028; (d) 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 on January 31, 2026); (e) 549,400 shares underlying PSU awards (with a performance period scheduled to end on January 2, 2027 and a service condition that is scheduled to be met ratably on January 31 of each of 2026 and 2027); and (f) 549,400 shares underlying PSU awards (with a performance period scheduled to end on January 2, 2028 and a service condition that is scheduled to be met ratably on January 31 of each of 2026, 2027 and 2028). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) For Mr. Shah, consists of: (a) 43,059 shares underlying RSU awards that are scheduled to vest on January 31, 2026; (b) 99,000 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2026 and 2027; (c) 148,500 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2026, 2027 and 2028; (d) 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 on January 31, 2026); (e) 301,500 shares underlying PSU awards (with a performance period scheduled to end on January 2, 2027 and a service condition that is scheduled to be met ratably on January 31 of each of 2026 and 2027); and (f) 301,500 shares underlying PSU awards (with a performance period scheduled to end on January 2, 2028 and a service condition that is scheduled to be met ratably on January 31 of each of 2026, 2027 and 2028). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) For Mr. Marion, consists of: (a) 10,215 shares underlying RSU awards that are scheduled to vest on January 31, 2026; (b) 33,334 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2026 and 2027; (c) 52,800 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2026, 2027 and 2028; (d) 30,643 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 on January 31, 2026); (e) 50,000 shares underlying PSU awards (with a performance period scheduled to end on January 2, 2027 and a service condition that is scheduled to be met ratably on January 31 of each of 2026 and 2027); and (f) 107,200 shares underlying PSU awards (with a performance period scheduled to end on January 2, 2028 and a service condition that is scheduled to be met ratably on January 31 of each of 2026, 2027 and 2028). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) Mr. Ball retired from the Company effective September 30, 2025 and all of his outstanding equity awards were forfeited effective at the time of his retirement. |
Option Exercises and Stock Vested During 2025
Option Exercises and Stock Vested During 2025 The following table provides information on our named executive officers’ RSU and PSU awards that vested in 2025. We have not granted share options to our named executive officers or other employees.
Option Exercises and Stock Vested During 2025
| Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Andrew G. Inglis | 948,022 | 3,014,711 | | Neal D. Shah | 531,296 | 1,689,521 | | Christopher J. Ball | 466,088 | 1,482,160 | | Josh R. Marion | 91,853 | 292,094 |
Option Exercises and Stock Vested During 2025
| (1) The value realized on vesting of the awards was calculated by multiplying the number of shares underlying the awards that vested in 2025 by $3.18, the closing price of a share on the vesting date (or if the vesting date was not a trading day, on the trading day immediately preceding the vesting date). |
2025 Pension Benefits
2025 Pension Benefits We do not maintain any defined benefit pension plans.
2025 Nonqualified Deferred Compensation
2025 Nonqualified Deferred Compensation The Company does not currently sponsor any deferred compensation plans.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control If on December 31, 2025 we had undergone a change in control or our named executive officers’ employment had terminated under specified circumstances, each of our named executive officers other than Mr. Ball, who retired from the Company effective September 30, 2025, would have been entitled to accelerated vesting of his equity awards on the terms summarized under “—Equity Awards” below, and to specified payments and benefits under our severance policy or their offer letters. For a summary of the terms of our severance policy and these offer letters, see “—Severance Policy” and “—Offer Letters” below.
Potential Payments Upon Termination or Change in Control
| Name | Change in Control (No Termination) ($) | Involuntary Termination in Connection with Change in Control ($) | Termination without Cause or Resignation for Good Reason (No Change in Control) ($) | Voluntary Resignation Without Good Reason Or Termination for Cause ($) | Death/ Disability ($) | | Andrew G. Inglis | | | | | | | Equity acceleration(1) | 3,344,026 | 3,344,026 | — | — | 3,344,026 | | Salary payments | — | 4,786,724(5) | 2,393,362(2) | — | — | | Bonus | — | 1,196,681(6) | 2,393,362(2) | — | — | | Benefits continuation | — | 63,951(3) | 63,951(3) | — | — | | Outplacement services | — | 20,700(4) | — | — | — | | Total | 3,344,026 | 9,412,082 | 4,850,675 | — | 3,344,026 | | Neal D. Shah | | | | | | | Equity acceleration(1) | — | 1,839,198 | — | — | 1,839,198 | | Salary payments | — | 2,560,960(5) | — | — | — | | Bonus | — | 640,240(6) | — | — | — | | Benefits continuation | — | 21,050(3) | — | — | — | | Outplacement services | — | 20,700(4) | — | — | — | | Total | — | 5,082,148 | — | — | 1,839,198 | | Josh R. Marion | | | | | | | Equity acceleration(1) | — | 429,552 | — | — | 429,552 | | Salary payments | — | 1,622,250(5) | 463,500(7) | — | — | | Bonus | — | 347,625(6) | 347,625(7) | — | — | | Benefits continuation | — | 63,951(3) | 31,976(7) | — | — | | Outplacement services | — | 20,700(4) | — | — | — | | Total | — | 2,484,078 | 843,101 | — | 429,552 |
Potential Payments Upon Termination or Change in Control
| (1) Each named executive officer other than Mr. Ball, who retired from the Company effective September 30, 2025, holds RSU and PSU awards that were unvested as of December 31, 2025. 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, 2025. 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, 2025. See “—Equity Awards” below for more details on the circumstances under which the vesting of these awards would have accelerated. |
Potential Payments Upon Termination or Change in Control
| (2) Represents the payment of two times Mr. Inglis’ annual base salary and annual target bonus as of December 31, 2025, payable in equal monthly installments over 24 months under Mr. Inglis’ offer letter. For additional details, see “—Offer Letters” below. |
Potential Payments Upon Termination or Change in Control
| (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). |
Potential Payments Upon Termination or Change in Control
| (4) Represents the cost of outplacement services for 18 months under our severance policy. |
Potential Payments Upon Termination or Change in Control
| (5) Represents a lump-sum cash severance payment under our severance policy equal to 24 months of base salary plus two times the annual target bonus for such executive. |
Potential Payments Upon Termination or Change in Control
| (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. |
Potential Payments Upon Termination or Change in Control
| (7) Represents payment of annual base salary for Mr. Marion for 12 months. In addition, 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. For additional details, see “—Offer Letters” below. |
Potential Payments Upon Termination or Change in Control
In connection with Mr. Ball’s retirement from the Company on September 30, 2025, Mr. Ball and the Company entered into an Advisory Agreement pursuant to which Mr. Ball has agreed to provide certain advisory services to the Company following his retirement in connection with the Company’s commercial efforts, as may be requested by the Company from time to time. Mr. Ball will be entitled to receive $3,000 for each day he provides services under the Advisory Agreement plus reimbursement for expenses incurred. In addition, in consideration for his services under the Advisory Agreement and for entering into a Transition Agreement with the Company, Mr. Ball received a portion of his target annual bonus for 2025, prorated through his retirement date ($415,000). The Advisory Agreement will continue in effect until terminated by either the Company or Mr. Ball. Neither the Advisory Agreement nor the Transition Agreement entitles Mr. Ball to any further benefits, payments from the Company or unvested stock awards, all of which were forfeited effective at his retirement.
2025 Pay Versus Performance
2025 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 2025, 2024, 2023, 2022 and 2021. 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.
2025 Pay Versus Performance
| (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) ($) | | 2025 | 4,976,958 | (2,105,215) | 2,111,502 | (544,509) | 38.61 | 163.41 | (699,786,000) | 542,776,000 | | 2024 | 8,580,195 | (5,423,933) | 2,806,045 | (1,838,477) | 61.04 | 97.57 | 189,851,000 | 1,070,355,000 | | 2023 | 9,697,269 | 11,393,439 | 4,253,582 | 5,141,231 | 119.76 | 118.12 | 213,520,000 | 1,238,151,000 | | 2022 | 7,872,017 | 16,980,363 | 3,557,021 | 7,877,196 | 113.51 | 117.02 | 226,551,000 | 1,436,342,000 | | 2021 | 6,237,930 | 7,820,096 | 3,353,927 | 4,164,658 | 61.75 | 92.13 | (77,836,000) | 969,136,000 |
2025 Pay Versus Performance
| (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) for 2025, Messrs. Shah, Ball and Marion; (ii) for 2024, Messrs. Shah, Ball, Marion and Doughty; (iii) in each of 2023, 2022 and 2021, Messrs. Shah, Ball, Clark and Doughty. |
2025 Pay Versus Performance
| (2) Compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEO NEOs in each of 2025, 2024, 2023, 2022 and 2021 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 2025, see “Compensation Discussion and Analysis—2025 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 2025, 2024, 2023, 2022 or 2021: (i) awards that were granted and vested during the same year, (ii) incremental fair value of options/SARs modified during the year, (iii) reported change in the actuarial present value of pension benefits or (iv) increases for service cost of pension plans. |
2025 Pay Versus Performance
| Adjustments | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | PEO ($) | Average non- PEO NEOs ($) | | Summary Compensation Table Total: | 4,976,958 | 2,111,502 | 8,580,195 | 2,806,045 | 9,697,269 | 4,253,582 | 7,872,017 | 3,557,021 | 6,237,930 | 3,353,927 | | 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 | (3,715,420) | (1,376,806) | (6,481,444) | (1,673,182) | (7,599,631) | (2,938,349) | (4,859,920) | (2,153,552) | (3,658,925) | (1,888,865) | | Add the fair value as of year-end for awards granted during the year | 504,464 | 125,091 | 2,244,012 | 586,951 | 6,261,171 | 2,420,842 | 7,071,200 | 3,133,426 | 5,167,950 | 2,667,728 | | Add the year-over-year increase (decrease) in fair value of unvested awards granted in prior years | (3,643,692) | (1,274,675) | (8,672,115) | (3,122,383) | 2,117,863 | 1,017,590 | 6,447,224 | 3,146,405 | 23,426 | 12,272 | | Add the increase (decrease) in fair value from prior fiscal year-end for awards that vested during the year | (227,525) | (87,138) | (1,094,581) | (435,908) | 897,266 | 379,477 | 381,729 | 164,585 | (3,737) | (1,349) | | Add the increase based on dividends or other earnings paid during the year | — | — | — | — | 19,501 | 8,089 | 68,113 | 29,311 | 53,452 | 20,945 | | Deduct the fair value of awards granted during prior fiscal year that were forfeited during the applicable fiscal year, determined as of prior fiscal year-end | — | (42,482) | — | — | — | — | — | — | — | — | | Compensation Actually Paid: | (2,105,215) | (544,509) | (5,423,933) | (1,838,477) | 11,393,439 | 5,141,231 | 16,980,363 | 7,877,196 | 7,820,096 | 4,164,658 |
2025 Pay Versus Performance
| (3) TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, 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. |
2025 Pay Versus Performance
| (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) debt modifications and extinguishments, (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. |
2025 Pay Versus Performance
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:
2025 Pay Versus Performance
| Financial Measures | Company Selected Measure | | EBITDAX | ✔ | | Free Cash Flow | | | Capital Expenditures | |
2025 Pay Versus Performance
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 officers for 2025 (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. 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.
2025 CEO Pay Ratio Disclosure
2025 CEO Pay Ratio Disclosure
Pay Ratio
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 2025:
Pay Ratio
| ■ | the median of the annual total compensation of all our employees (except our Chief Executive Officer) was $295,353; |
Pay Ratio
| ■ | the annual total compensation of our Chief Executive Officer was $5,019,063; and |
Pay Ratio
| ■ | the ratio of these two amounts was approximately 17 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. |
Pay Ratio
In accordance with SEC rules, when identifying our median employee for 2025, we determined that our median employee from 2024 was still reasonable to utilize for our pay ratio disclosure this year. To identify the 2024 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, 2024, our employee population consisted of 242 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: four employees in Equatorial Guinea, one employee in São Tomé and Príncipe and five employees in Mauritania. While there have been some changes in our employee population since December 31, 2024, 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 232 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 2024. In making this determination, we annualized the compensation of our full-time employees who were hired in 2024 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 2025, 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 2025 did not result in a significant change to our pay ratio disclosure and, therefore, we determined that our median employee from 2024 was still reasonable to utilize for our pay ratio disclosure this year. Once we determined that our median employee was still reasonable for 2025 disclosure, we then calculated such median employee’s annual total compensation for 2025 using the same methodology we used for purposes of determining the annual total compensation of our named executive officers for 2025 (as set forth in the 2025 Summary Compensation Table of this Proxy Statement), adjusted to include the cost to the Company in 2025 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 2025 for purposes of the Pay Ratio Rule is equal to the amount reported in the “Total” column in the 2025 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.
Considerations for the Approval of the Amendment and Restatement of the LTIP
| ■ | Limits on director compensation. The LTIP continues to provide that no non-employee director may receive more than $750,000 in the aggregate for any calendar year, including cash payments and awards made under the LTIP. |