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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kosmos Energy Ltd | NYSE:KOS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.04 | -0.71% | 5.63 | 5.77 | 5.535 | 5.70 | 6,420,213 | 23:45:59 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
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Soliciting Material under §240.14a-12
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Kosmos Energy Ltd.
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(Name of Registrant as Specified in Its Charter)
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1.
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To elect the Class I directors to a three-year term to serve until the 2023 annual stockholders meeting;
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2.
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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2020 and to authorize the Company’s Audit Committee of the Board of Directors to determine their remuneration;
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3.
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To provide a non-binding, advisory vote to approve named executive officer compensation;
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4.
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To approve an amendment to our Certificate of Incorporation to effect a reverse stock split and proportionally reduce the number of
authorized shares of common stock, par value $0.01 per shares (the “common shares”); and
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5.
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To consider such other business as may properly come before the annual stockholders meeting.
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Additional
information |
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Board
recommendation |
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Votes
required for approval |
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PROPOSAL 1
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To elect the Class I directors to a three-year term to serve until the 2023 annual
stockholders meeting
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Page 6
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FOR
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Plurality
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PROPOSAL 2
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To ratify the appointment of Ernst & Young LLP, as our independent registered
public accounting firm for the fiscal year ending December 31, 2020 and authorization of the Company’s Audit Committee of the Board of Directors to determine their remuneration
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Page 23
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FOR
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Majority of votes cast
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PROPOSAL 3
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To provide a non-binding, advisory vote to approve named executive officer
compensation
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Page 26
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FOR
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Majority of votes cast
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PROPOSAL 4
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To approve an amendment to our Certificate of Incorporation to effect a reverse
stock split and proportionally reduce the number of authorized common shares
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Page 60
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FOR
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Majority of shares entited to vote
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Via the Internet
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By telephone
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By mailing your
proxy card |
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Visit 24/7
http://www.proxyvote.com |
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Dial toll-free 24/7
1-800-690-6903 |
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Mark, sign and date your proxy card, and return it in the postage-paid envelope or return it to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717
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■ Review and download this Proxy
Statement, a proxy card and our 2019 annual report ■ Request a hard copy of this Proxy Statement, a proxy card and our 2019 annual report |
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■
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At present, all of our non-employee directors (five out of six directors) are independent of management under the requirements of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
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■
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During 2019, we successfully refreshed our directorate with the election of two new members, one of whom is female, which continues to demonstrate our commitment to diversity. Both of the new members
meet the definition of “financially literate” pursuant to the New York Stock Exchange rules and one, Mr. Sterin, has the financial management expertise to be designated as an “audit committee financial expert” as defined in Regulation S-K.
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All of our executive officers (including each of our named executive officers) and directors are in compliance with our robust share ownership guidelines.
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At our 2019 annual stockholders meeting, approximately 99.5% of our stockholders approved of our 2018 executive compensation program for our named executive officers.
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What We Don’t Do
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✔ Pay-for-Performance—we
align pay and performance by awarding a majority of the compensation paid to our executives in the form of “at-risk” performance-based compensation linked to Company and individual performance. For 2019, variable compensation comprised
approximately 80% of the total 2019 direct compensation paid to our Chief Executive Officer and, on average, 77% of the total 2019 direct compensation paid to our other current named executive officers.
✔ Balanced Short-Term and
Long-Term Compensation—we grant compensation that discourages short-term risk taking at the expense of long-term results
✔ Independent
Compensation Consultant—our Compensation Committee engages an independent compensation consultant
✔ Share Ownership
Guidelines—our executive officers are subject to robust share ownership guidelines, further aligning their interests with our stockholders
✔ Compensation Recoupment
Policy—we maintain a compensation recoupment/clawback policy applicable to our executive officers
✔ Risk Mitigation—we
have strong risk and control policies, we take risk management into account in making executive compensation decisions, and we perform an annual risk assessment of our executive compensation programs
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✘ No Excise Tax Gross-Ups—we
do not provide our executives with gross-ups for the excise tax that would be imposed on the executives under Section 4999 of the Internal Revenue Code, if they received “excess” payments and benefits in connection with a change in
control
✘ No Special Executive
Defined Benefit Retirement Programs—we do not provide special executive defined benefit retirement programs
✘ No Excessive
Perquisites—consistent with our pay-for-performance philosophy, we do not provide our executives with excessive perquisites
✘ No Guaranteed Payouts—we
do not grant cash or equity incentive compensation with guaranteed payouts
✘ No Hedging Shares—we
do not permit our employees, including our named executive officers, to engage in hedging transactions in the Company’s securities, unless our General Counsel provides prior written authorization
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Sir Richard Dearlove
Age: 75 Director since: December 2012 Committees: ■ Nominating and Corporate Governance Committee (Chair) ■ Compensation Committee Other current public directorships: ■ Crossword Cybersecurity Plc |
Sir Richard Dearlove is Chairman of the Trustees of London University. He was Master
of Pembroke College at the University of Cambridge, U.K. from 2004 to 2015, and the Head of the British Secret Intelligence Service (MI6) from 1999 to 2004. During his 38-year tenure with MI6, Sir Richard served in multiple international
locations before returning to the U.K. as Director of Personnel and Administration in 1993. He also served as Director of Operations and Assistant Chief in advance of his appointment as Head of MI6 in 1999. In 1984, Sir Richard was
awarded an OBE (Officer of the Most Excellent Order of the British Empire), and in 2001 he was appointed a KCMG (Knight Commander of St. Michael and St. George) for his service. Sir Richard has held several trustee and advisory positions,
including serving as a Trustee of Kent School in Connecticut, Honorary Fellow of Queens’ College, University of Cambridge, Member of the International Advisory Board of AIG, Senior Advisor to the Monitor Group, Chairman of Ascot
Underwriting, Member of the Advisory Board of IrisGuard, Member of the Advisory Board of New Venture Partners, Chairman of Trustees of the Cambridge Union Society and Member of the Strategic Advisory Board of TimeSight Systems. He has
been Non-Executive Chairman of Crossword Cybersecurity Plc since 2016. He received a Master of Arts degree in History from Queens’ College, Cambridge. For these reasons, we believe he is well qualified to serve on our Board.
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FOR
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The Board recommends that
stockholders vote “FOR ALL” the nominees for director.
If not otherwise specified, proxies will be voted “FOR ALL” the nominees for director. |
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Adebayo (“Bayo”) O. Ogunlesi
Age: 66 Director since: 2011 Committees: ■ Compensation Committee (Chair) ■ Nominating and Corporate Governance Committee Other current public directorships: ■ Callaway Golf Company ■ Goldman Sachs Group Inc. |
Since 2006, Mr. Ogunlesi has been Chairman and Managing Partner of Global
Infrastructure Partners (“GIP”), a private equity firm that invests in infrastructure assets in the energy, transport and water sectors, in both OECD and select emerging market countries. Mr. Ogunlesi previously served as Executive Vice
Chairman and Chief Client Officer of Credit Suisse’s Investment Banking Division with senior responsibility for Credit Suisse’s corporate and sovereign investment banking clients. From 2002 to 2004, he was Head of Credit Suisse’s Global
Investment Banking Department. Mr. Ogunlesi is a Director of Callaway Golf Company and the Goldman Sachs Group, Inc. Mr. Ogunlesi holds a Bachelor of Arts degree in Politics, Philosophy and Economics with First Class Honors from Oxford
University, a Juris Doctor (magna cum laude) from Harvard Law School and a Master of Business Administration from Harvard Business School. From 1980 to 1981, he served as a Law Clerk to the Honorable Thurgood Marshall, Associate Justice
of the United States Supreme Court. Mr. Ogunlesi served as a Director of our predecessor Kosmos Energy Holdings since 2004. For these reasons, we believe he is well qualified to serve on our Board.
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Steven M. Sterin
Age: 48 Director since: 2019 Committees: ■ Audit Committee (Chair) ■ Compensation Committee ■ Health, Safety and Environment Committee Other current public directorships: ■ DuPont de Nemours, Inc. |
Mr. Sterin currently serves on the Board of Directors of DuPont de Nemours, Inc.
and is the Chair of its Audit Committee and a member of its Sustainability, Public Policy, Environment and Health and Safety Committee. He has served as a Senior External Advisor to McKinsey & Company since June 2019. Mr. Sterin was
most recently an Executive Vice President and the Chief Financial Officer of Andeavor and 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 and 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 holding 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 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.
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Director
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Audit
Committee |
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Compensation
Committee |
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Health, Safety and
Environment Committee |
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Nominating and
Corporate Governance Committee |
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Andrew G. Inglis
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Lisa A. Davis
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Sir Richard Dearlove
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Deanna L. Goodwin
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$
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Adebayo O. Ogunlesi
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Steven M. Sterin
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$
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Committee Chair
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Member
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$
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Financial Expert
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Audit Committee
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The Audit Committee is a separately designated standing Committee of the Board
established in accordance with Section 3(a)(58)(A) of the Exchange Act.
Membership:
■ Our Board has
determined that all members are independent directors as
defined by the NYSE rules and Rule 10A-3 of the Exchange Act.
■ Our Board has
determined that all of the members are financially literate.
■ Our Board has determined that each of Mr. Sterin and Ms. Goodwin is an “audit committee financial expert” as described in Item 407(d)(5) of
Regulation S-K.
Primary Responsibilities:
■ Recommend,
through the Board, to the stockholders on the appointment
and termination of our independent auditors;
■ Review the
proposed scope and results of the independent auditors’
audit;
■ Review and
approve the independent auditors’ audit and non-audit
services rendered;
■ Approve the
audit fees to be paid (subject to authorization by our
stockholders to do so);
■ Review
accounting and financial controls with the independent auditors
and our financial and accounting staff;
■ Recognize and
prevent prohibited non-audit services;
■ Establish
procedures for complaints received by us regarding accounting
matters;
■ Oversee
internal audit functions;
■ Oversee the
resource and reserve process, including the external
reporting of resource and reserve information; and
■ Prepare the
report of the Audit Committee that SEC rules require to be
included in this Proxy Statement.
The Audit Committee Charter:
■ Was approved
by the Board on May 9, 2011 (as amended on April 3, 2012
and further updated on May 2, 2019) and is reviewed annually; and
■ Is available under the Corporate Governance link on the Investors’ page of our website at www.kosmosenergy.com. The information on our
website is not incorporated by reference into this Proxy
Statement.
The Report of the Audit Committee is set forth on page 25 of this Proxy Statement. |
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Members:
Steven M. Sterin, Chair Lisa A. Davis Deanna L. Goodwin |
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Compensation Committee
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The Compensation Committee is a separately designated standing Committee of the Board
established in accordance with Section 3(a)(58)(A) of the Exchange Act.
Membership:
■ Our Board has determined that all members are independent directors as defined by the NYSE rules and Rule 10A-3 of the Exchange Act and qualify as “non-employee directors” for purposes of Rule 16b-3 under the
Exchange Act.
Compensation Committee Interlocks:
■ No member of the Compensation Committee has been at any time an employee or an officer of ours. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has
one or more executive officers serving as a member of
our Board or Compensation Committee.
Primary Responsibilities:
■ Review and
approve the compensation arrangements for our executive
officers, including the compensation for our Chief Executive
Officer;
■ Review and
approve compensation for our directors;
■ Periodically
review, in consultation with our Chief Executive Officer, our
management succession planning;
■ Review and evaluate our executive compensation and benefits policies generally, including review and recommendation of any incentive
compensation and equity-based plans;
■ Prepare the report of the Compensation Committee that SEC rules require to be included in the Proxy Statement or Annual Report on Form 10-K, review and discuss the Company’s Compensation Discussion and Analysis with
management and provide a recommendation to the Company’s Board regarding the inclusion of the Compensation
Discussion and Analysis in the Proxy Statement or Form 10-K;
■ Retain and terminate any advisors, including any compensation consultants, and approve any such advisors’ fees and other retention
terms; and
■ Delegate its
authority to subcommittees or the Chair of the Committee
when it deems it appropriate and in the best interests of the
Company.
The Compensation Committee Charter:
■ Was approved
by the Board on May 9, 2011 and is reviewed periodically;
and
■ Is available under the Corporate Governance link on the Investors’ page of our website at www.kosmosenergy.com. The information on our
website is not incorporated by reference into this Proxy
Statement.
The report of the Compensation Committee is set forth on page 46 of this Proxy Statement. |
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Members:
Adebayo O. Ogunlesi, Chair Sir Richard Dearlove Steven M. Sterin |
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Nominating and Corporate Governance Committee
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The Nominating and Corporate Governance Committee is a separately designated standing
Committee of the Board established in accordance with Section 3(a)(58)(A) of the Exchange Act.
Membership:
■ Our Board has
determined that all members are independent directors as
defined by the NYSE rules and Rule 10A-3 of the Exchange Act.
Primary Responsibilities::
■ Identify and
nominate members for election to the Board;
■ Review and
approve transactions between us and our directors, officers
and affiliates;
■ Develop and
recommend to the Board a set of corporate governance
principles applicable to the Company; and
■ Oversee the
evaluation of the Board.
The Nominating and Corporate Governance Committee Charter:
■ Was approved
by the Board on May 9, 2011 and is reviewed periodically;
and
■ Is on the Investors’ page of our website at www.kosmosenergy.com. The information on our website is not incorporated by reference into this Proxy Statement.
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Members:
Sir Richard Dearlove, Chair Deanna L. Goodwin Adebayo O. Ogunlesi |
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Health, Safety and Environment Committee
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Membership:
■ Our Board has determined that all members are independent directors as
defined by the NYSE rules and Rule 10A-3 of the Exchange Act.
Primary Responsibilities:
■ Monitor the establishment of goals and targets for health, safety and
environmental performance;
■ Monitor medium and long-term performance versus targets and objectives and work with management to review health, safety and environmental standards, policies and procedures and make
improvements accordingly;
■ Review emergency and incident response plans; and
■ Monitor the identification, management and mitigation of major health,
safety and environmental risks.
The Health, Safety and Environment Committee Charter:
■ Was approved by the Board on May 6, 2011 and is reviewed periodically;
and
■ Is on the Investors’ page of our website at www.kosmosenergy.com. The information on our website is not incorporated by reference into
this Proxy Statement.
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Members:
Deanna L. Goodwin, Chair Lisa A. Davis Steven M. Sterin |
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Independent
Director |
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Audit Committee
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Compensation
Committee |
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Nominating and
Corporate Governance Committee |
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HSE Committee
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Number of meetings
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4
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2
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No formal meetings
needed (1) |
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4
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Lisa Davis (2)
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Sir Richard Dearlove
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Deanna Goodwin
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(Chair) |
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Adebayo Ogunlesi (3)
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(Chair) |
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Steven Sterin (4)
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(Chair) |
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Chris Tong (5)
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(Chair) |
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Served throughout 2019
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Resigned during 2019
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Appointed during 2019
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1.
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The Nominating and Corporate Governance Committee did not convene in 2019. Duties delegated to the Nominating and Corporate Governance
Committee were attended to by the full Board.
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2.
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Ms. Davis was appointed to the Board, the Audit Committee, and HSE Committee on November 6, 2019.
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3.
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Mr. Ogunlesi was appointed to serve on the Nominating and Corporate Governance Committee on September 18, 2019 when Mr. Tong resigned
from the Board.
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4.
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Mr. Sterin was appointed to the Board, Audit Committee and HSE Committee on July 18, 2019. He was appointed to serve as Chair of the
Audit Committee on September 18, 2019, when Mr. Tong resigned from the Board. He was appointed to serve on the Compensation Committee on September 18, 2019.
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5.
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Mr. Tong resigned from the Board, Audit Committee and HSE Committee on September 18, 2019.
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Name
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Fees Earned or Paid
in Cash ($)(1) |
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Stock Awards
($)(2) |
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All Other
Compensation ($) |
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Total ($)
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Lisa Davis(3)
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9,205
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140,000
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—
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149,205
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Sir Richard Dearlove
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120,000
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140,000
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—
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260,000
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Deanna Goodwin
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75,000
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140,000
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—
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215,000
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Brian Maxted(4)
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46,438
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140,000
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135,745(5)
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321,183
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Adebayo Ogunlesi
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85,000
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140,000
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—
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225,000
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Steven Sterin(6)
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34,469
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140,000
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—
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174,469
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Chris Tong(7)
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61,130
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140,000
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—
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201,130
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(1)
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Each of our non-employee directors is entitled to (i) an annual cash retainer for service on the Board and (ii) an additional cash
retainer if the director chairs a Board committee, in each case, paid quarterly and, if applicable, prorated for the portion of the year that the director serves on the Board or committee. The table below sets forth the annualized cash
retainers for the period from January 1, 2019 to December 31, 2019.
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Type of Retainer
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Retainer
(Annualized) ($) |
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2019
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2020
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Board Member
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60,000
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60,000
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Audit Committee Chair
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25,000
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50,000
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Compensation Committee Chair
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25,000
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25,000
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Nominating and Corporate Governance Committee Chair
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60,000
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50,000
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Health, Safety and Environment Committee Chair
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15,000
|
| |
25,000
|
|
(2)
|
Each non-employee director is entitled to receive an annual equity award retainer in the form of service-vesting restricted share
units (“RSUs”) granted under our Long-Term Incentive Plan with an annual grant date value of $140,000. 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). Effective as of January 1, 2020, the annual equity award retainer payable in the form of RSUs to each non-employee director will increase to $170,000.
|
|
Name
|
| |
Total RSUs
(#) |
|
|
Lisa Davis
|
| |
20,498
|
|
|
Sir Richard Dearlove
|
| |
25,090
|
|
|
Deanna Goodwin
|
| |
25,090
|
|
|
Adebayo Ogunlesi
|
| |
25,090
|
|
|
Steven Sterin
|
| |
24,605
|
|
(3)
|
For Ms. Davis, the amounts for fees earned or paid in cash included in this table for 2019 were prorated to reflect her appointment
to the Board, effective as of November 6, 2019. In connection with her appointment to the Board, Ms. Davis was granted an annual equity award on November 6, 2019 with a grant date value of $140,000 that is scheduled to vest on June 10,
2020.
|
(4)
|
For Mr. Maxted, the amounts for fees earned or paid in cash included in this table for 2019 reflect the payment of fees to
Mr. Maxted for his service on the Board from February 15, 2019 until his resignation on November 25, 2019.
|
(5)
|
The amounts in this column for Mr. Maxted reflect the payment of $135,745 for the advisory services that he provided to us in 2019
pursuant to his advisory services agreement with us, plus reimbursement for expenses incurred by Mr. Maxted in connection with his provision of the advisory services. For more details on Mr. Maxted’s advisory services agreement, see
“Certain Relationships and Related Transactions” below.
|
(6)
|
For Mr. Sterin, the amounts for fees earned or paid in cash included in this table for 2019 were prorated to reflect his appointment
to the Board, effective as of July 18, 2019. In connection with his appointment to the Board, Mr. Sterin was granted an annual equity award on July 18, 2019 with a grant date value of $140,000 that is scheduled to vest on June 10, 2020.
|
(7)
|
For Mr. Tong, the amounts for fees earned or paid in cash included in this table for 2019 were prorated to reflect the portion of
2019 that he served as director prior to his resignation from the Board on September 18, 2019.
|
■
|
each of our named executive officers;
|
■
|
each of our directors;
|
■
|
each of our director nominees;
|
■
|
all of our executive officers and directors as a group; and
|
■
|
each stockholder known by us to be the beneficial owner of more
than 5% of our issued and outstanding common shares.
|
|
Name of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned(1) |
| |
Percentage of
Shares Beneficially Owned |
|
|
Named Executive Officers
|
| |
|
| |
|
|
|
Andrew G. Inglis
|
| |
1,555,446
|
| |
*
|
|
|
Thomas P. Chambers
|
| |
605,055
|
| |
*
|
|
|
Christopher J. Ball
|
| |
780,937
|
| |
*
|
|
|
Richard R. Clark
|
| |
417,637
|
| |
*
|
|
|
Jason E. Doughty
|
| |
793,922
|
| |
*
|
|
|
Eric J. Haas(2)
|
| |
411,311
|
| |
*
|
|
|
Paul M. Nobel(2)
|
| |
411,834
|
| |
*
|
|
|
Directors
|
| |
|
| |
|
|
|
Sir Richard Dearlove
|
| |
107,299
|
| |
*
|
|
|
Adebayo O. Ogunlesi
|
| |
1,477,900
|
| |
*
|
|
|
Deanna L. Goodwin
|
| |
17,903
|
| |
*
|
|
|
Steven M. Sterin
|
| |
50,000
|
| |
*
|
|
|
Lisa Davis
|
| |
—
|
| |
*
|
|
|
All directors, nominees and executive officers as a group (11 individuals)
|
| |
5,862,728
|
| |
1.45%
|
|
|
Five Percent Stockholders
|
| |
|
| |
|
|
|
FMR LLC(3)
|
| |
52,733,112
|
| |
13.02%
|
|
|
Wellington Management Group LLP(4)
|
| |
35,745,601
|
| |
8.82%
|
|
|
Hotchkis & Wiley Capital Management, LLC(5)
|
| |
30,239,074
|
| |
7.46%
|
|
|
Vaughan Nelson Investment Management, L.P.(6)
|
| |
33,085,713
|
| |
8.17%
|
|
|
BlackRock, Inc.(7)
|
| |
24,533,397
|
| |
6.06%
|
|
*
|
Less than one percent.
|
(1)
|
Excludes restricted share units held by each of our executive officers (including our named executive officers) and directors.
|
(2)
|
The number of shares reflected in this table as being beneficially owned by each of Messrs. Haas and Nobel is current as of
November 12, 2019, the date of the cessation of their employment with the Company, except that it reflects the vesting of certain performance share units that remained outstanding following the termination of their employment and vested
in early 2020.
|
(3)
|
Based on a Schedule 13G/A filed on February 6, 2020, FMR LLC (“FMR”) exercises sole voting power over 3,517,187 shares and sole
dispositive power over 52,733,112 shares. FMR’s beneficial ownership reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR, certain of its subsidiaries and affiliates, and other companies,
including FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Investments Money Management, Inc., FMR CO., INC and STRATEGIC ADVISERS LLC. The address for FMR is 245 Summer Street, Boston, Massachusetts 02210.
|
(4)
|
Based on Schedule 13G filed on February 14, 2020, Wellington Management Group LLP (“Wellington”) exercises sole voting power over
zero shares and sole dispositive power over zero shares. Wellington’s beneficial ownership reflects securities beneficially owned, or that may be deemed to be beneficially owned, by Wellington, certain of its subsidiaries, and other
companies, including Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, Wellington Management Company LLP. The address for Wellington is 280 Congress Street, Boston, MA 02210.
|
(5)
|
Based on a Schedule 13G/A filed on February 12, 2020, Hotchkis & Wiley Capital Management, LLC (“HWCM”) exercises sole voting
power over 28,732,274 shares and sole dispositive power over 30,238,074 shares. According to the Schedule 13G/A, certain of HWCM’s clients have retained voting power over the common shares that they beneficially own. Accordingly, HWCM has
the power to dispose of more common shares than it can vote. The address for HWCM is 725 S. Figueroa Street 39th Floor, Los Angeles, California 90017.
|
(6)
|
Based on Schedule 13G/A filed on February 10, 2020, Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”) exercises sole
voting power over 18,752,465 shares and sole dispositive power over 28,072,940 shares. Vaughan Nelson’s beneficial ownership reflects securities beneficially owned, or that may be deemed to be beneficially owned, by Vaughan Nelson
Investment Management, Inc., as general partner of Vaughan Nelson. The address for Vaughan Nelson is 600 Travis Street, Suite 6300, Houston, Texas 77002.
|
(7)
|
Based on Schedule 13G filed on February 6, 2020, BlackRock Inc. (“BlackRock”) exercises sole voting power over 23,210,067 shares and
sole dispositive power over 24,533,397 shares. The address for BlackRock is 55 East 52nd Street, New York, New York 10055.
|
|
|
| |
2018
|
| |
2019
|
|
|
Audit fees
|
| |
$2,264,213
|
| |
$2,146,148
|
|
|
Audit-related fees
|
| |
$10,000
|
| |
$20,000
|
|
|
Tax fees
|
| |
$108,892
|
| |
$73,214
|
|
|
All other fees
|
| |
$6,560
|
| |
$8,038
|
|
|
Total fees
|
| |
$2,389,665
|
| |
$2,247,400
|
|
|
FOR
|
| |
The Board recommends a vote “FOR” the ratification of the
appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2020 and to authorize the Audit Committee to determine their remuneration. If not otherwise
specified, proxies will be voted “FOR” Proposal 2.
|
|
|
FOR
|
| |
The Board recommends a vote “FOR” the approval of the
compensation of our named executive officers as disclosed in this Proxy Statement. If not otherwise specified, proxies will be voted “FOR” Proposal 3.
|
|
Andrew G. Inglis
|
||||||
Chairman and Chief Executive Officer
|
||||||
|
| |
Age: 61
|
| |
Mr. Inglis has served as our Chairman and Chief Executive Officer since March 1,
2014. Mr. Inglis joined Kosmos from Petrofac Ltd., a leading provider of oilfield services to the international oil and gas industry, principally engaged in the design of oil and gas infrastructure, the operation, maintenance and
management of oil and gas assets and the training of personnel on a worldwide basis. At Petrofac, Mr. Inglis held the position of Chief Executive, Integrated Energy Services and was a member of the Petrofac board of directors. Prior to
joining Petrofac in January 2011, Mr. Inglis served BP p.l.c for 30 years in a number of positions, including most recently as Executive Director on the BP board of directors from 2007 to 2010 and as Executive Vice President and Deputy
Chief Executive of exploration and production from 2004 to 2007. Mr. Inglis received a Master’s degree in Engineering from Pembroke College, Cambridge University. He is a Chartered Mechanical Engineer, a Fellow of the Institution of
Mechanical Engineers and a Fellow of the Royal Academy of Engineering.
|
Thomas P. Chambers
|
||||||
Senior Vice President and Chief Financial Officer
|
||||||
|
| |
Age: 64
|
| |
Mr. Chambers has served as our Senior Vice President and Chief Financial Officer
since November 5, 2014. Mr. Chambers joined Kosmos in 2014 after serving as Senior Vice President, Finance at Apache Corporation, an oil and gas exploration and production company with domestic and international operations. Mr. Chambers
previously served as Apache Corporation’s Executive Vice President and Chief Financial Officer since November 2010, Vice President—Corporate Planning and Investor Relations since March 2009, Vice President—Corporate Planning since
September 2001 and Director of Corporate Planning since March 1995. Prior to joining Apache Corporation, Mr. Chambers was in the international business development group at Pennzoil Exploration and Production, having held a variety of
management positions with the BP p.l.c. group of companies from 1981 to 1992. Mr. Chambers is a member of the Society of Petroleum Engineers and is a member of the Board of Trustees of Notre Dame College of Ohio. Mr. Chambers earned a
Bachelor of Science degree in Chemical Engineering from the University of Notre Dame.
|
|
| |
|
| |
Mr. Chambers will retire in May 2020. Neal D. Shah will replace Mr. Chambers as
Senior Vice President and Chief Financial Officer.
|
Christopher J. Ball
|
||||||
Senior Vice President and Chief Commercial Officer
|
||||||
|
| |
Age: 52
|
| |
Mr. Ball became our Chief Commercial Officer effective October 1, 2018 and has served
as our Senior Vice President, Planning and Business Development since August 2013. Mr. Ball joined Kosmos in July 2013 after serving as Vice President, Business Development for the upstream unit of Mubadala Development Company PJSC, a
company based in Abu Dhabi, United Arab Emirates. Previously, he was Senior Vice President of Occidental Development Company and President and General Manager of Occidental Middle East Development Company, where he was responsible for
business development activities in the Caspian, the Middle East, and North Africa. During his tenure at Occidental, Mr. Ball led and facilitated numerous successful new business activities including the company’s acquisition of
concessions in Angola, Nigeria, and Suriname. He also worked in the commercial and mergers and acquisitions arena at Texaco in Houston, London, and New York and in upstream asset development and management at Amoco Corporation in London.
Mr. Ball earned a Bachelor of Science degree in Mechanical Engineering from Brunel University in London.
|
Jason E. Doughty
|
||||||
Senior Vice President and General Counsel
|
||||||
|
| |
Age: 55
|
| |
Mr. Doughty has served as our General Counsel since September 2011. Mr. Doughty spent
more than 11 years with ConocoPhillips in various leadership roles, including serving as Deputy General Counsel, Americas Exploration and Production. During his tenure with ConocoPhillips, he was responsible for the company’s commercial
litigation and international arbitration efforts, the Lower 48 and Latin America E&P legal group and the Indonesia legal group. Previously, Mr. Doughty was an attorney with ExxonMobil in Houston and a commercial litigation attorney in
private practice in Santa Fe, New Mexico. He earned a Juris Doctor from the University of Houston Law Center, a Master’s degree in Business Administration from the University of Texas at Austin and a Bachelor of Science in Finance from
Louisiana Tech University. He is a member of the State Bar of Texas.
|
Richard R. Clark
|
||||||
Senior Vice President and Head of Gulf of Mexico Business Unit
|
||||||
|
| |
Age: 64
|
| |
Mr. Clark was a founder of Deep Gulf Energy and served as its President until its
acquisition by Kosmos in 2018. More than 20 of his 36 years in the energy business have been focused in the deepwater Gulf of Mexico. In 1996, he was one of the founders of Mariner Energy, Inc., serving as Executive Vice President and a
board member until 2004. Mr. Clark has a Mechanical Engineering Degree from the University of Tennessee at Chattanooga. He launched his career at Shell Offshore in 1979. On September 14, 2018, upon the closing of the DGE Transaction,
Mr. Clark became Senior Vice President and Head of Gulf of Mexico Business Unit.
|
Ronald W. Glass
|
||||||
Vice President and Chief Accounting Officer
|
||||||
|
| |
Age: 42
|
| |
Mr. Glass has served as our Vice President and Chief Accounting Officer since
November 2019. Mr. Glass served as our Controller from July 2015 to November 2019. Prior to that, he served as the Company’s SEC Director since 2011. Mr. Glass worked in the Audit practice at KPMG LLP for over nine years prior to joining
the Company. He has extensive experience in the oil and gas industry, including initial public offerings, mergers and acquisitions and various other capital market transactions. He earned a Bachelor of Arts degree from Ouachita Baptist
University and is a Certified Public Accountant.
|
|
Name
|
| |
Title
|
|
|
Andrew G. Inglis
|
| |
Chairman and Chief Executive Officer
|
|
|
Thomas P. Chambers
|
| |
Senior Vice President and Chief Financial Officer
|
|
|
Richard R. Clark
|
| |
Senior Vice President and Head of Gulf of Mexico Business Unit
|
|
|
Christopher J. Ball
|
| |
Senior Vice President and Chief Commercial Officer
|
|
|
Jason E. Doughty
|
| |
Senior Vice President and General Counsel
|
|
|
Eric J. Haas
|
| |
Former Senior Vice President, Production and Development
|
|
|
Paul M. Nobel
|
| |
Former Senior Vice President and Chief Accounting Officer
|
|
■
|
Delivered best-in-industry safety performance with zero lost time or recordable incidents during one of the most operationally active years in Kosmos’ history. In 2019, Kosmos safely drilled five wells in the Gulf of Mexico
and Equatorial Guinea employing more than 1.7 million man hours.
|
■
|
Organically grew reserves, delivering a net proved reserve
replacement ratio of over 100 percent, representing our seventh consecutive year of better than 100 percent reserve
replacement. Including the impact of the signing of the LNG Sales and Purchase Agreement for Tortue Phase 1, our 1P
reserve replacement equaled 518%.
|
■
|
Achieved an overall 80% success rate for the net prospective resources tested through our exploration campaign
in the Gulf of Mexico, Equatorial Guinea, and Mauritania and Senegal.
|
■
|
Ensured the first phase of the Tortue LNG project remained on
schedule and within budget through effective project management and collaboration with BP and the national oil companies
of Mauritania and Senegal.
|
■
|
Generated substantial cash flow, with 2019 net cash provided by
operating activities of approximately $628 million.
|
■
|
Managed net debt to EBITDAX leverage ratio down to 1.8 times.
|
■
|
Refinanced Senior Secured Notes due 2021 with new notes due
2026, decreasing our cost of capital and extending the maturity of our debt portfolio.
|
■
|
Initiated payment of a quarterly dividend.
|
■
|
Base Salaries: In early 2019, the Compensation Committee reviewed the base salaries paid to each of our named executive officers and determined to increase each of their base salaries by 3% based on a review of recent market data and each executive’s
|
■
|
Annual Cash Bonuses: Following the end of the 2019 performance year, based on the Company’s strong achievement of KPIs and significant successes, we awarded 2019 annual cash bonuses to our named executive officers (other than Messrs. Haas and Nobel) at or above target performance levels. See “—Analysis of 2019 Executive Compensation Decisions—Annual Cash Bonus” below for more details.
|
■
|
Annual Equity Awards: In January 2019, consistent with the Compensation Committee’s pay for performance philosophy, we granted approximately 68% of our named executive officers’ equity incentive awards in the form of performance-vesting restricted share unit (“PSU”) awards (70% in the case of our CEO), with
approximately the remaining 32% (30% in the case of our CEO) granted in the form of service-vesting restricted share unit (“RSU”) awards. In
order to further align our executive compensation with long-term shareholder value creation, our Compensation Committee adopted enhancements to the methodology for calculating the TSR ranking applicable beginning with the 2019 PSUs. Under this approach, the performance
condition attainment will be fixed for both the top two and bottom two TSR ranking positions. For all other TSR ranking
positions, the
|
■
|
attract, retain and motivate talented and experienced executives
in the highly competitive oil and gas industry;
|
■
|
reward individual and corporate performance;
|
■
|
align the interests of our executives and stockholders by
providing a substantial
|
■
|
motivate and reward our executives to manage our business to
meet our long-term objectives and create and increase stockholder value.
|
|
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.
|
|
|
Element
|
| |
Objective and Basis
|
| ||||||
|
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. In addition, members of our Senior Leadership Team (including all of our named executive officers) are eligible to participate in a voluntary nonqualified deferred compensation program pursuant to which
the Company matches the first 8% of compensation deferred by the executive.
|
| ||||||
|
Health and Welfare Benefits
|
| |
■
|
| |
Our named executive officers (along with other employees at the level of Vice
President and above) are entitled to the same health and welfare benefits during employment that are offered to U.S.-based employees generally, except that they are also entitled to executive long-term care, executive supplemental
disability income insurance, up to $5,000 reimbursement for financial planning services and payment of premiums for executive life insurance. Our Senior Vice Presidents and above (which includes our named executive officers) are also
entitled to annual executive physicals.
|
|
|
Relative TSR (Ranking)
|
| |
Performance Goal Attainment
|
|
|
1st (highest)
|
| |
200%
|
|
|
2nd highest
|
| |
175%
|
|
|
3rd highest – 3rd lowest (“Middle Zone”)
|
| |
*
|
|
|
2nd lowest
|
| |
25%
|
|
|
Lowest
|
| |
0%
|
|
*
|
If Kosmos’ TSR ranking is in the “Middle Zone”, the percentage at which the performance goal will be deemed attained will be
interpolated for performance between 25% and 175% based on the proportional position of Kosmos’ TSR between the TSR of the performance peer company with the 2nd highest ranking and the TSR of
|
|
Performance Peer Companies
|
| |||
|
Africa Oil Corp.
|
| |
Noble Energy, Inc.
|
|
|
Anadarko Petroleum Corporation(1)
|
| |
Ophir Energy plc(2)
|
|
|
Cairn Energy plc
|
| |
Premier Oil plc
|
|
|
Genel Energy plc
|
| |
Tullow Oil plc
|
|
|
Lundin Petroleum AB
|
| |
|
|
(1)
|
Anadarko Petroleum Corporation was acquired by Occidental Petroleum Corporation on August 8, 2019.
|
(2)
|
Ophir Energy plc was acquired by Medco Energi on May 21, 2019.
|
|
2019 Key Performance Indicators
|
| |||||||||
|
KPI
|
| |
Level of Achievement
|
| |
Commentary
|
| |||
|
Enhance License to Operate
|
| |||||||||
|
Zero anticorruption violations
|
| |
Achieved
|
| |
Continued to satisfy anticorruption compliance requirements via proactive diligence
and training, and constant compliance vigilance
|
| |||
|
Deliver Health, Safety and Environment (HSE) plan targets
|
| |
Exceeded
|
| |
No recordable incidents or LTIs despite significant ramp up in operated activity,
including the drilling of five operated wells and 1.7 million man hours
|
| |||
|
Advance country strategies to effectively manage above and below ground risks:
|
| |
Achieved
|
| |
Advanced our country strategies by managing
above and below ground risks through:
|
| |||
|
■ evolve above ground
strategies for non-operated areas to ensure continuing Kosmos influence (Equatorial Guinea, Ghana, Mauritania, Senegal and Namibia)
|
| |
■ effective influencing of our
non-operated activity in Equatorial Guinea, Ghana, Mauritania, Senegal and Namibia
|
| ||||||
|
■ advance above ground
strategies for operated areas ahead of upcoming drilling programs (Suriname, Sâo Tomé, Príncipe and Côte d’Ivoire)
|
| |
■ consistent and transparent
engagement with our host government bodies supporting our operated activity set (Bureau of Safety and Environmental Enforcement in the Gulf of Mexico and Ministry of Mines and Hydrocarbons in Equatorial Guinea), which enhanced our
relationship as a trusted partner
|
| ||||||
|
■ enhance Kosmos relationship
of “trusted partner” with U.S. Government authorities
|
| |||||||||
|
Deliver Operational Milestones
|
| |||||||||
|
Ghana
|
| |
Finalize turret remediation through safe and efficient floating production storage
offloading (FPSO) vessel rotation by early 2019 and planning for installation of the catenary anchor leg mooring (CALM) buoy offloading system in 2020
|
| |
Achieved
|
| |
Permanent spread mooring of the FPSO vessel was completed in 2019. The final phase of
the Turret Remediation Project, the installation and commissioning of the CALM buoy, is deemed to be on track
|
|
|
Implement Jubilee gas handling system upgrades to maximize capacity by the end of the
year
|
| |
Not Achieved
|
| |
Upgrade work scope defined and agreed, but installation was deferred to January 2020
by operator
|
| |||
|
Gulf of
Mexico Business Unit |
| |
Drill up to four short-cycle exploration wells and deliver discoveries with
cumulative net reserves of 15 MMboe (NRI)
|
| |
Not Achieved
|
| |
Drilled Gladden Deep (oil discovery), Moneypenny (dry), Resolution (dry) and Oldfield
(dry)
|
|
|
2019 Key Performance Indicators
|
| |||||||||
|
KPI
|
| |
Level of Achievement
|
| |
Commentary
|
| |||
|
Equatorial
Guinea |
| |
Drill S-5 (formerly G-13) well and de-risk minimum gross commercial resources of 28
MMbo recoverable
|
| |
Achieved
|
| |
Oil discovery with ~40 meters of net pay and good quality reservoir. Significant
potential with work ongoing to establish resource size and optimal development scheme
|
|
|
Mauritania/
Senegal |
| |
Advance commercialization of Tortue full field development
|
| |
Achieved
|
| |
Key concept decisions made on Phases 2/3 of Tortue full field development
|
|
|
Build resource for second and third LNG hubs in Mauritania and Senegal through
drilling of Orca-1 and Yakaar-2 wells respectively
|
| |
Exceeded
|
| |
Both the Orca-1 and Yakaar-2 wells were successful, doubling our original estimated
Gas Initially in Place (GIIP) resource base. Orca well was the largest deepwater hydrocarbon discovery world-wide in 2019
|
| |||
|
Develop pathway to monetization of second and third LNG hubs
|
| |
Achieved
|
| |
Yakaar-Teranga Phase 1 domestic gas plan agreed with BP; BirAllah hub now expected to
be commercial with Orca-1 exploration well success
|
| |||
|
Longer-Cycle
Exploration |
| |
Mature frontier tests of São Tomé and Príncipe (STP), Namibia and Suriname as options
for drilling in 2020
|
| |
Achieved
|
| |
STP: Block 6/11 farm-out completed resulting in a well carry for planned 2020 test
(Block 6: Jaca-1 exploration well)
Namibia: Partnership selecting location for planned late 2020/early 2021 exploration well Suriname: Partner alignment to defer Walker-1 exploration well to 2021 |
|
|
Develop and commence execution of Gulf of Mexico Phase 2 (Emerging) and Phase 3
(Frontier) exploration plan
|
| |
Achieved
|
| |
Phase 2: Kosmos awarded 13 blocks in March and August federal lease sales; Phase 3:
evaluation ongoing
|
| |||
|
Cost Management
|
| |||||||||
|
Net Cash General and Administrative (G&A)(1) expense of $83 million
|
| |
Exceeded
|
| |
Net Cash, G&A(1) $78 million
|
| |||
|
Project Capital Expenditure (CapEx) of less than $500 million
|
| |
Exceeded
|
| |
CapEx of $440 million
|
| |||
|
Grow Organizational Capability
|
| |||||||||
|
Ensure growth in organizational capability consistent with the Long Range Plan
(LRP) inclusive of active leadership planning
|
| |
Achieved
|
| |
Proactively restructured organization in November to deliver LRP objectives and
enable succession planning while delivering a reduction in Net Cash G&A(1)
|
| |||
|
As we grow, improve the effectiveness and connection of the Company
|
| |
Achieved
|
| |
Employee survey results demonstrate improvement in both effectiveness and connection
within the Company
|
| |||
|
Deliver 2019 Corporate Targets and Maintain Long Term Financial Liquidity
|
| |||||||||
|
Deliver production target of 70 – 76 Mboepd and corresponding EBITDAX(2)
of $1,000 – 1,100 MM at $60/Bbl Brent
|
| |
Not Achieved
|
| |
Delivered 2019 production of ~65 Mboepd and EBITDAX(2) of ~$990 million
|
| |||
|
Complete 2019 activity set and reduce Net Debt/EBITDAX(2) to ~1.8x by
the end of the year at $60/Bbl Brent
|
| |
Achieved
|
| |
Delivered 2019 year end Net Debt/EBITDAX(2) of 1.8x
|
| |||
|
Maintain long-term financial strength through continuing a disciplined hedging
program
|
| |
Achieved
|
| |
Active 2019 and 2020 hedging program
resulting in ~63% of production hedged with average floor prices above current strip; also refinanced 2021 High Yield notes with new maturity of 2026
|
|
|
2019 Key Performance Indicators
|
| |||||||||
|
KPI
|
| |
Level of Achievement
|
| |
Commentary
|
| |||
|
Build Portfolio
|
| |||||||||
|
Access a position that could deliver the next oil development hub
|
| |
Achieved
|
| |
Accessed new acreage in Gulf of Mexico and South Africa
|
| |||
|
Build a short-cycle exploration portfolio by identifying three to four prospects
for 2020 drilling
|
| |
Achieved
|
| |
Maintained and high graded a large prospect and acreage inventory allowing quality
through choice; identified four prospects for 2020
|
|
(1)
|
“Net Cash G&A” represents G&A excluding non-cash equity-based compensation expense.
|
(2)
|
“EBITDAX” is defined in the Company’s 2019 Annual Report on Form 10-K.
|
(3)
|
“Net Debt” equals debt less cash and restricted cash.
|
|
Name
|
| |
2019 Key Achievements
|
| |||
|
Mr. Inglis
|
| |
■
|
| |
Led the Company and its Senior Leadership Team to ensure proper oversight and
delivery of the Company’s KPIs, including best-in-industry safety performance and strong financial performance
|
|
|
■
|
| |
Led the continued evolution of the organization through a restructuring to deliver
LRP objectives and enable succession planning while achieving a reduction in net cash G&A and maintaining a motivated organization
|
| |||
|
■
|
| |
Oversaw successful exploration efforts resulting in the industry’s largest deepwater
discovery world-wide in 2019
|
| |||
|
■
|
| |
Provided oversight and direction regarding operational management resulting in
continued over-delivery of the expected economic performance with Equatorial Guinea acquisition at 1.7 times ROI at year end 2019, accelerated production growth of the Gulf of Mexico Business Unit and an enhanced infrastructure-led
exploration portfolio
|
| |||
|
■
|
| |
Enhanced the long-term prospects for the Company with 1P reserves replacement of 518%
(including the impact of signing the LNG Sales and Purchase Agreement for Tortue Phase 1)
|
| |||
|
■
|
| |
Strengthened the Company’s brand name and reputation with stakeholders, enabling the
Company to advance its strategic efforts
|
| |||
|
Mr. Chambers
|
| |
■
|
| |
Refinanced HY Bonds to extend the maturity and decrease the effective interest rate
|
|
|
■
|
| |
Led execution of insurance renewal resulting in significant coverage enhancements.
Actively influenced the Ghana Jubilee joint venture partners to negotiate a full and final settlement of the Jubilee turret Hull and Machinery insurance claim resulting in receipt of final proceeds in 2019
|
| |||
|
■
|
| |
Effective forecasting and management of cash flow, CapEx and net cash G&A to
deliver free cash flow exceeding the forecast of $200 million
|
| |||
|
■
|
| |
Built a strong investor base and increased stock liquidity in London and US markets
and enhanced the equity market awareness of Kosmos’ story supporting strong 2019 share price performance versus our peers
|
| |||
|
Mr. Clark
|
| |
■
|
| |
Led the Gulf of Mexico business unit (GoM BU) in delivering best-in-industry safety
with zero Total Recordable Incident Rate (TRIR) and Lost Time Incidents (LTIs)
|
|
|
■
|
| |
Led strong performance in GoM BU resulting in production ending the year at 30,000
boe/d, a 20% increase over the expected DGE acquisition case
|
| |||
|
■
|
| |
Key role in building short-cycle exploration portfolio, resulting in a strong
exploration prospect inventory allowing quality through choice
|
| |||
|
■
|
| |
Played a key role in the continued evolution of the GoM BU organization through a
restructuring to deliver LRP objectives and continued to build and strengthen the operational organization
|
|
|
Name
|
| |
2019 Key Achievements
|
| |||
|
Mr. Ball
|
| |
■
|
| |
Strengthened the Company’s performance and risk management processes, ensuring the
underlying processes of the Long-Range Plan, Enterprise Risk Management, Performance Management and deal identification/evaluation were strengthened to support strategic execution and portfolio optimization
|
|
|
■
|
| |
Provided commercial leadership in (i) completing the São Tomé and Príncipe Blocks 6
and 11 farm-out, (ii) accessing Northern Cape Ultra Deep block offshore the Republic of South Africa and (iii) increased participating interest in Equatorial Guinea Block 24
|
| |||
|
■
|
| |
Enhanced the exploration portfolio by continuing to strengthen relationships with
partners and deliver BP and Shell Alliance objectives
|
| |||
|
Mr. Doughty
|
| |
■
|
| |
Further strengthened corporate processes to ensure zero anticorruption violations
through driving a robust compliance program
|
|
|
■
|
| |
Ensured compliance with public company reporting requirements in the United States
and United Kingdom, which were handled efficiently and effectively
|
| |||
|
■
|
| |
Played a key leadership role in completion of Tortue Phase 1 LNG sale and purchase
agreement, as well as the successful farmout of São Tomé and Príncipe Blocks 6 and 11
|
| |||
|
■
|
| |
Key supporting role in the refinancing of the High Yield notes resulting in improved
overall financial capacity for the Company
|
|
|
Name(1)
|
| |
Target Bonus
Opportunity (as % of Base Salary) |
| |
Target Bonus
Opportunity ($) |
| |
Maximum Bonus
Opportunity ($)(2) |
| |
Actual 2019 Bonus
($) |
|
|
Andrew G. Inglis
|
| |
100%
|
| |
1,007,855
|
| |
2,015,710
|
| |
1,763,746
|
|
|
Thomas P. Chambers
|
| |
100%
|
| |
603,652
|
| |
1,207,304
|
| |
603,652
|
|
|
Richard R. Clark
|
| |
100%
|
| |
655,636
|
| |
1,311,272
|
| |
1,147,363
|
|
|
Christopher J. Ball
|
| |
100%
|
| |
603,580
|
| |
1,207,160
|
| |
905,370
|
|
|
Jason E. Doughty
|
| |
75%
|
| |
343,102
|
| |
686,204
|
| |
514,654
|
|
(1)
|
Neither of Messrs. Haas and Nobel received an annual cash bonus for 2019 given their separation from employment with the Company in
November 2019.
|
(2)
|
The amounts in this column represent 200% of each named executive officer’s target bonus opportunity.
|
|
Name(1)
|
| |
2018 Base Salary Rate
($) |
| |
2019 Base Salary Rate
($) |
|
|
Andrew G. Inglis
|
| |
978,500
|
| |
1,007,855
|
|
|
Thomas P. Chambers
|
| |
586,070
|
| |
603,652
|
|
|
Richard R. Clark
|
| |
636,540
|
| |
655,636
|
|
|
Christopher J. Ball
|
| |
586,000
|
| |
603,580
|
|
|
Jason E. Doughty
|
| |
444,146
|
| |
457,470
|
|
(1)
|
The 2019 base salary received by each of Messrs. Haas and Nobel for the portion of 2019 prior to their cessation of employment with
the Company is set forth in the 2019 Summary Compensation Table on page 47 of this Proxy Statement.
|
■
|
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 “2019 Compensation—Potential Payments Upon Termination or Change in Control” below.
|
■
|
Offer Letters: The offer letter agreements we
have entered into with each of our named executive officers (other than Mr. Clark) provide for specified termination
payments and benefits. See “2019 Compensation— Potential Payments Upon Termination or Change in Control—Offer Letters”
below.
|
■
|
Separation Agreements with Messrs. Haas and Nobel: In connection with the cessation of their
employment from the Company on November 12, 2019, each of Messrs. Haas and Nobel entered into a separation and release
agreement with the Company, which generally provides for the payment of a lump-sum cash severance payment and outplacement
services, subject to the executive’s execution and non-revocation of a general release of claims.
|
■
|
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 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 “2019 Compensation— Potential Payments Upon Termination of Change in Control—Severance Policy” below.
|
|
Position
|
| |
Multiple of Annual
Base Salary |
|
|
Chief Executive Officer
|
| |
6x
|
|
|
Other Executive Officers
|
| |
3x
|
|
|
|
| |
Respectfully submitted by the Compensation
Committee of the Board, |
|
|
|
| |
|
|
|
|
| |
Adebayo (“Bayo”) O. Ogunlesi, Chair
Sir Richard Dearlove Steven M. Sterin |
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(1) |
| |
Bonus
($) |
| |
Non-Equity
Incentive Compensation ($)(2) |
| |
Stock
Awards ($)(3) |
| |
All Other
Compensation ($)(4) |
| |
Total
($) |
|
|
Andrew G. Inglis
Chairman and Chief Executive Officer |
| |
2019
|
| |
1,007,855
|
| |
—
|
| |
1,763,746
|
| |
2,334,927
|
| |
47,932
|
| |
5,154,460
|
|
|
2018
|
| |
978,500
|
| |
—
|
| |
1,712,375
|
| |
3,614,395
|
| |
56,452
|
| |
6,361,722
|
| |||
|
2017
|
| |
950,000
|
| |
—
|
| |
1,662,500
|
| |
2,583,930
|
| |
55,238
|
| |
5,251,668
|
| |||
|
Thomas P. Chambers
Senior Vice President and Chief Financial Officer |
| |
2019
|
| |
603,652
|
| |
—
|
| |
603,652
|
| |
1,235,919
|
| |
81,049
|
| |
2,524,272
|
|
|
2018
|
| |
586,070
|
| |
—
|
| |
879,105
|
| |
1,909,394
|
| |
183,428
|
| |
3,557,997
|
| |||
|
2017
|
| |
569,000
|
| |
—
|
| |
853,500
|
| |
1,625,082
|
| |
97,855
|
| |
3,145,437
|
| |||
|
Richard Clark
Senior Vice President and Head of Gulf of Mexico Business Unit |
| |
2019
|
| |
655,636
|
| |
—
|
| |
1,147,363
|
| |
1,235,919
|
| |
47,956
|
| |
3,086,874
|
|
|
2018
|
| |
185,658
|
| |
—
|
| |
477,405
|
| |
1,815,243
|
| |
26,826
|
| |
2,505,132
|
| |||
|
|
| |
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Christopher J. Ball
Senior Vice President and Chief Commercial Officer |
| |
2019
|
| |
603,580
|
| |
—
|
| |
905,370
|
| |
1,235,919
|
| |
46,062
|
| |
2,790,931
|
|
|
2018
|
| |
544,130
|
| |
—
|
| |
1,025,500
|
| |
1,491,148
|
| |
42,722
|
| |
3,103,500
|
| |||
|
2017
|
| |
514,731
|
| |
—
|
| |
772,096
|
| |
1,450,339
|
| |
42,583
|
| |
2,779,749
|
| |||
|
Jason E. Doughty
Senior Vice President and General Counsel |
| |
2019
|
| |
457,470
|
| |
—
|
| |
514,654
|
| |
888,971
|
| |
39,584
|
| |
1,900,679
|
|
|
2018
|
| |
443,068
|
| |
—
|
| |
582,942
|
| |
1,362,470
|
| |
33,402
|
| |
2,421,882
|
| |||
|
2017
|
| |
431,210
|
| |
—
|
| |
646,815
|
| |
1,326,493
|
| |
36,351
|
| |
2,440,868
|
| |||
|
Eric J. Haas
Former Senior Vice President, Production and Development |
| |
2019
|
| |
441,502
|
| |
—
|
| |
—
|
| |
753,806
|
| |
848,095
|
| |
2,043,403
|
|
|
|
| |
|
| |
—
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Paul M. Nobel
Former Senior Vice President and Chief Accounting Officer |
| |
2019
|
| |
402,374
|
| |
—
|
| |
—
|
| |
611,876
|
| |
913,942
|
| |
1,950,466
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(1)
|
The amounts in this column reflect the actual amounts of salary paid to our named executive officers in the relevant fiscal year.
For Mr. Clark, the amount in this column for 2018 reflects salary paid commencing on his start date of September 14, 2018.
|
(2)
|
The amounts reported for 2019 are the annual cash bonuses that our named executive officers received in January 2020 for performance
during 2019 pursuant to our annual incentive plan, based on achievement of the applicable KPIs and the Compensation Committee’s assessment of overall Company and individual performance. For additional information on these bonuses, see
“Compensation Discussion and Analysis—Analysis of 2019 Executive Compensation Decisions—Annual Cash Bonus” above. Each of Messrs. Haas and Nobel did not receive an annual cash bonus in respect of 2019 since their employment with the
Company ceased on November 12, 2019.
|
(3)
|
The amounts in this column reflect the aggregate grant date fair values of the RSUs and PSUs granted under the LTIP in 2019 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.
|
(4)
|
The amounts reported for 2019 in this column for our named executive officers reflect the following:
|
(a)
|
For Mr. Inglis, includes: (i) matching contributions under the Company’s 401(k) plan ($22,400); (ii) payment of premiums for (a)
executive life insurance ($11,487), (b) executive supplemental disability income insurance ($6,542) and (c) executive long-term care insurance ($4,856); and (iii) the cost of an annual executive physical ($2,647).
|
(b)
|
For Mr. Chambers, includes: (i) matching contributions under the Company’s 401(k) plan ($22,400); (ii) payment of premiums for (a)
executive supplemental disability income insurance ($6,261) and (b) executive long-term care insurance ($6,168); and (iii) Company matching contributions to our non-qualified deferred compensation plan ($46,221).
|
(c)
|
For Mr. Clark, includes: (i) matching contributions under the Company’s 401(k) plan ($22,400); and (ii) payment of premiums for (a)
executive life insurance ($14,858), (b) executive supplemental disability income insurance ($5,233) and (c) executive long-term care insurance ($5,465).
|
(d)
|
For Mr. Ball, includes: (i) matching contributions under the Company’s 401(k) plan ($22,400); (ii) payment of premiums for (a)
executive life insurance ($4,235), (b) executive supplemental disability income insurance ($6,839) and (c) executive long-term care insurance ($4,379); (iii) the cost of an annual executive physical ($7,613); and (iv) reimbursement for
financial planning services ($596).
|
(e)
|
For Mr. Doughty, includes: (i) matching contributions under the Company’s 401(k) plan ($22,400); (ii) payment of premiums for (a)
executive life insurance ($1,906), (b) executive supplemental disability income insurance ($5,962) and (c) executive long-term care insurance ($4,380); and (iii) the cost of an annual executive physical ($4,936).
|
(f)
|
For Mr. Haas, includes: (i) matching contributions under the Company’s 401(k) plan ($22,400); (ii) payment of premiums for (a)
executive life insurance ($13,888), (b) executive supplemental disability income insurance ($5,091) and (c) executive long-term care insurance ($3,803); and (iii) pursuant to the terms of his separation and release agreement entered into
with the Company in connection with the cessation of Mr. Haas’ employment on November 12, 2019, a lump sum cash severance payment ($802,913). For additional details regarding Mr. Haas’ separation and release agreement, see “2019
Compensation— Potential Payments Upon Termination of Change in Control—Separation Agreements with Messrs. Haas and Nobel” below.
|
(g)
|
For Mr. Nobel, includes: (i) matching contributions under the Company’s 401(k) plan ($22,400); (ii) payment of premiums for (a)
executive life insurance ($1,197), (b) executive supplemental disability income insurance ($4,498) and (c) executive long-term care insurance ($3,524); (iii) the cost of an annual executive physical ($7,054); and (iv) pursuant to the
terms of his existing offer letter with the Company and his separation and release agreement entered into with the Company in connection with the cessation of Mr. Nobel’s employment on November 12, 2019, a lump sum cash severance payment
($875,269). For additional details regarding Mr. Nobel’s separation and release agreement, see “2019 Compensation— Potential Payments Upon Termination of Change in Control—Separation Agreements with Messrs. Haas and Nobel” below.
|
|
Name
|
| |
Grant Date
|
| |
Approval
Effective Date |
| |
Estimated Future
Payouts Under Non- Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(3) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(4) |
| |||||||||
|
Target ($)
|
| |
Maximum ($)
|
| |
Threshold (#)
|
| |
Target (#)
|
| |
Maximum (#)
|
| |||||||||||||||
|
Andrew G. Inglis
|
| |
—
|
| |
—
|
| |
1,007,855
|
| |
2,015,710
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
1/31/2019
|
| |
1/22/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
123,825
|
| |
595,598
|
|
|
|
| |
1/31/2019
|
| |
1/22/2019
|
| |
—
|
| |
—
|
| |
72,731
|
| |
288,925
|
| |
577,850
|
| |
—
|
| |
1,739,329
|
|
|
Thomas P. Chambers
|
| |
—
|
| |
—
|
| |
603,652
|
| |
1,207,304
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
1/31/2019
|
| |
1/22/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
73,125
|
| |
351,731
|
|
|
|
| |
1/31/2019
|
| |
1/22/2019
|
| |
—
|
| |
—
|
| |
36,719
|
| |
146,875
|
| |
293,750
|
| |
—
|
| |
884,188
|
|
|
Richard R. Clark
|
| |
—
|
| |
—
|
| |
655,636
|
| |
1,311,272
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
1/31/2019
|
| |
1/22/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
73,125
|
| |
351,731
|
|
|
|
| |
1/31/2019
|
| |
1/22/2019
|
| |
—
|
| |
—
|
| |
36,719
|
| |
146,875
|
| |
293,750
|
| |
—
|
| |
884,188
|
|
|
Christopher J. Ball
|
| |
—
|
| |
—
|
| |
603,580
|
| |
1,207,160
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
|
| |
1/31/2019
|
| |
1/22/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
73,125
|
| |
351,731
|
|
|
|
| |
1/31/2019
|
| |
1/22/2019
|
| |
—
|
| |
—
|
| |
36,719
|
| |
146,875
|
| |
293,750
|
| |
—
|
| |
884,188
|
|
|
Jason E. Doughty
|
| |
—
|
| |
—
|
| |
343,102
|
| |
686,204
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
|
|
|
|
| |
1/31/2019
|
| |
1/22/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
52,152
|
| |
250,851
|
|
|
|
| |
1/31/2019
|
| |
1/22/2019
|
| |
—
|
| |
—
|
| |
26,500
|
| |
106,000
|
| |
212,000
|
| |
|
| |
—638,120
|
|
|
Eric J. Haas(5)
|
| |
1/31/2019
|
| |
1/22/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
44,076
|
| |
212,006
|
|
|
|
| |
1/31/2019
|
| |
1/22/2019
|
| |
—
|
| |
—
|
| |
22,500
|
| |
90,000
|
| |
180,000
|
| |
—
|
| |
541,800
|
|
|
Paul M. Nobel(5)
|
| |
1/31/2019
|
| |
1/22/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
40,000
|
| |
190,476
|
|
|
|
| |
1/31/2019
|
| |
1/22/2019
|
| |
—
|
| |
—
|
| |
17,500
|
| |
70,000
|
| |
140,000
|
| |
—
|
| |
443,674
|
|
(1)
|
The amounts reported are the target and maximum annual bonuses that our named executive officers were eligible to receive for
performance in respect of 2019 pursuant to our annual incentive plan. For additional information on these bonuses, see “Compensation Discussion and Analysis—Analysis of 2019 Executive Compensation Decisions—Annual Cash Bonus” above.
|
(2)
|
These amounts reflect PSUs, which are scheduled to vest between 0% and 200% of the number of shares shown in the “Target” sub-column
based on attainment of both a service condition that will lapse one-third each year over three years and the specified relative TSR performance condition that will be measured on January 2, 2022. 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 2019 Executive Compensation
Decisions—Equity Awards” above.
|
(3)
|
These amounts reflect RSUs that are scheduled to vest one-third each year over three years, based solely on service.
|
(4)
|
The amounts in this column for the RSUs reflect their aggregate grant date fair values, calculated in accordance with FASB ASC Topic
718, excluding the effect of estimated forfeitures.
|
(5)
|
In connection with their cessation of employment with the Company in November 2019, the RSU and PSU awards granted to each of
Messrs. Haas and Nobel in 2019 were forfeited as of the date of their termination.
|
|
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
|
| |
248,324 (3)
|
| |
415,447
|
| |
1,242,600(3)
|
| |
7,082,820
|
|
|
Thomas P. Chambers
|
| |
146,249(4)
|
| |
833,619
|
| |
684,375(4)
|
| |
3,900,938
|
|
|
Richard R. Clark
|
| |
73,125(5)
|
| |
416,813
|
| |
434,140 (5)
|
| |
2,474,598
|
|
|
Christopher J. Ball
|
| |
137,495(6)
|
| |
783,722
|
| |
621,860(6)
|
| |
3,544,602
|
|
|
Jason E. Doughty
|
| |
108,728(7)
|
| |
619,750
|
| |
516,728(7)
|
| |
2,945,350
|
|
|
Eric J. Haas
|
| |
—
|
| |
—
|
| |
136,730(8)
|
| |
779,361
|
|
|
Paul M. Nobel
|
| |
—
|
| |
—
|
| |
116,665(8)
|
| |
664,991
|
|
(1)
|
The market values of the awards were calculated by multiplying the number of shares underlying the awards by $5.70, which was the
closing price of a common share on December 31, 2019.
|
(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 2017 and 2019 and at the target performance level for PSU awards granted in 2018. 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 2019, the PSUs granted in 2017 achieved the specified relative TSR goal with a payout at 128% of the target number of shares. For more on the terms
of outstanding equity awards granted in 2019, see “Compensation Discussion and Analysis—Analysis of 2019 Executive Compensation Decisions—Equity Awards” above.
|
(3)
|
For Mr. Inglis, consists of: (a) 41,500 shares underlying RSU awards that are scheduled to vest on January 1, 2020; (b) 165,998
shares underlying RSU awards that are scheduled to vest ratably on January 2 of each of 2020 and 2021; (c) 371,475 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2020, 2021 and 2022; (d) 188,250
shares underlying PSU awards (with a performance period scheduled to end on January 3, 2020 and a service condition that is scheduled to be met on January 1, 2020); (e) 288,250 shares underlying PSU awards (with a performance period
scheduled to end on January 4, 2021 and a service condition that is scheduled to be met ratably on January 2 of each of 2020 and 2021); and (f) 577,850 shares underlying PSU awards (with a performance period scheduled to end on January 2,
2022 and a service condition that is scheduled to be met ratably on January 31 of each of 2020, 2021 and 2022).
|
(4)
|
For Mr. Chambers, consists of: (a) 24,375 shares underlying RSU awards that are scheduled to vest on January 1, 2020; (b) 48,749
shares underlying RSU awards that are scheduled to vest ratably on January 2 of each of 2020 and 2021; (c) 73,125 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2020, 2021 and 2022; (d) 243,750
shares underlying PSU awards (with a performance period that is scheduled to end on January 3, 2020 and a service condition that is scheduled to be met on January 1, 2020); (e) 146,875 shares underlying PSU awards (with a performance
period scheduled to end on January 4, 2021 and a service condition that is scheduled to be met ratably on January 2 of each of 2020 and 2021); and (f) 293,750 shares underlying PSU awards (with a performance period scheduled to end on
January 2, 2022 and a service condition that is scheduled to be met ratably on January 31 of each of 2020, 2021 and 2022).
|
(5)
|
For Mr. Clark, consists of: (a) 73,125 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of
2020, 2021 and 2022; (b) 140,390 shares underlying PSU awards (with a performance period that is scheduled to end on January 4, 2021 and a service condition that is scheduled to be met ratably on September 14 of each of 2020 and 2021);
and (c) 293,750 shares underlying PSU awards (with a performance period that is scheduled to end on January 2, 2022 and a service condition that is scheduled to be met ratably on January 31 of each of 2020, 2021 and 2022).
|
(6)
|
For Mr. Ball, consists of: (a) 21,457 shares underlying RSU awards that are scheduled to vest on January 1, 2020; (b) 42,913 shares
underlying RSU awards that are scheduled to vest ratably on January 2 of each of 2020
|
(7)
|
For Mr. Doughty, consists of: (a) 18,859 shares underlying RSU awards that are scheduled to vest on January 1, 2020; (b) 37,717
shares underlying RSU awards that are scheduled to vest ratably on January 2 of each of 2020 and 2021; (c) 52,152 shares underlying RSU awards that are scheduled to vest ratably on January 31 of each of 2020, 2021 and 2022; (d) 203,152
shares underlying PSU awards (with a performance period scheduled to end on January 3, 2020 and a service condition that is scheduled to be met on January 1, 2020); (e) 101,576 shares underlying PSU awards (with a performance period
scheduled to end on January 4, 2021 and a service condition that is scheduled to be met ratably on January 2 of each of 2020 and 2021); and (f) 212,000 shares underlying PSU awards (with a performance period scheduled to end on January 2,
2022 and a service condition that is scheduled to be met ratably on January 31 of each of 2020, 2021 and 2022).
|
(8)
|
In connection with the cessation of their employment on November 12, 2019, each of Messrs. Haas and Nobel forfeited all of their
outstanding RSUs as of such date and, pursuant to the existing terms of their outstanding PSUs, the portion of their PSUs for which the applicable service condition had been satisfied as of such date remained outstanding as of
December 31, 2019, subject to the applicable performance condition, and any remaining portion of the PSUs that had not satisfied the applicable service condition as of such date were forfeited. Accordingly, the amounts in this column
represent the portion of the outstanding PSUs held by each of Messrs. Haas and Nobel that had satisfied the applicable service condition as of November 12, 2019 and remained outstanding as of December 31, 2019, subject to the achievement
of the applicable performance condition, as follows:
|
■
|
for Mr. Haas, consists of: (a) 109,384 shares underlying PSU awards (with a performance period scheduled to end on January 3, 2020); and (b) 27,346 shares underlying PSU awards (with a performance period scheduled to end on January 4, 2021); and
|
■
|
for Mr. Nobel, consists of: (a) 93,332 shares underlying PSU awards (with a performance period scheduled to end on January 3, 2020) and (b) 23,333 shares underlying PSU awards (with a performance period scheduled to end on January 4, 2021).
|
|
Name
|
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized on
Vesting ($)(1) |
|
|
Andrew G. Inglis
|
| |
228,085
|
| |
985,281
|
|
|
Thomas P. Chambers
|
| |
265,665
|
| |
1,114,721
|
|
|
Richard R. Clark
|
| |
—
|
| |
—
|
|
|
Christopher J. Ball
|
| |
117,927
|
| |
509,420
|
|
|
Jason E. Doughty
|
| |
103,648
|
| |
447,738
|
|
|
Eric J. Haas
|
| |
95,335
|
| |
411,828
|
|
|
Paul M. Nobel
|
| |
73,280
|
| |
316,555
|
|
(1)
|
The value realized on vesting of the awards was calculated by multiplying the number of shares underlying the awards that vested in
2019 by the closing price of a share on the vesting date (or if the vesting date was not a trading day, on the trading day immediately preceding the vesting date). These closing prices ranged from $4.07 to $4.60.
|
|
Name
|
| |
Executive
Contributions in 2019 ($)(2) |
| |
Registrant
Contributions in 2019 ($)(3) |
| |
Aggregate
Earnings in 2019 ($) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate Balance
at End of 2019 ($) |
|
|
Andrew G. Inglis
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Thomas P. Chambers
|
| |
63,554
|
| |
46,221
|
| |
114,635
|
| |
—
|
| |
522,255
|
|
|
Richard R. Clark
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Christopher J. Ball
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Jason E. Doughty
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Eric J. Haas
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Paul M. Nobel
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
The Company maintains a non-qualified deferred compensation plan pursuant to which each member of our Senior Leadership Team
(including our named executive officers) and executives at the level of senior vice president or above may defer up to 50% of his or her base compensation and 100% of his or her annual cash bonus compensation on a pre-tax basis, with the
Company providing a matching contribution on the first 8% deferred by each executive. Matching contributions vest after three years of service. The vesting of unvested matching contributions under the deferred compensation plan
accelerates upon the participant’s death or disability or upon a change in control of Kosmos. Participants under the plan may elect to have their benefit distributed on a specified date or a separation from service with Kosmos (either in
a lump sum or in annual installments over a ten year period).
|
(2)
|
These amounts are reported as compensation in the “2019 Summary Compensation Table” above under the column “Salary”.
|
(3)
|
These amounts are reported as compensation in the “2019 Summary Compensation Table” above under the column “All Other Compensation”.
|
|
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)
|
| |
10,141,292
|
| |
10,141,292
|
| |
—
|
| |
—
|
| |
10,141,292
|
|
|
Salary payments
|
| |
—
|
| |
2,015,710(2)
|
| |
2,015,710(2)
|
| |
—
|
| |
—
|
|
|
Bonus
|
| |
—
|
| |
2,015,710(2)
|
| |
2,015,710(2)
|
| |
—
|
| |
—
|
|
|
Benefits continuation
|
| |
—
|
| |
60,075(3)
|
| |
60,075(3)
|
| |
—
|
| |
—
|
|
|
Outplacement services
|
| |
—
|
| |
20,700(4)
|
| |
—
|
| |
—
|
| |
—
|
|
|
Relocation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Deferred Compensation Acceleration
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Total
|
| |
10,141,292
|
| |
14,253,487
|
| |
4,091,495
|
| |
—
|
| |
10,141,292
|
|
|
Thomas P. Chambers
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Equity acceleration(1)
|
| |
—
|
| |
5,571,744
|
| |
—
|
| |
—
|
| |
5,571,744
|
|
|
Salary payments
|
| |
—
|
| |
1,446,729(5)
|
| |
603,652(7)
|
| |
—
|
| |
—
|
|
|
Bonus
|
| |
—
|
| |
603,652(6)
|
| |
603,652(7)
|
| |
—
|
| |
—
|
|
|
Benefits continuation
|
| |
—
|
| |
60,075(3)
|
| |
30,037(7)
|
| |
—
|
| |
—
|
|
|
Outplacement services
|
| |
—
|
| |
20,700(4)
|
| |
—
|
| |
—
|
| |
—
|
|
|
Relocation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Deferred Compensation Acceleration
|
| |
222,451(8)
|
| |
222,451(8)
|
| |
—
|
| |
—
|
| |
222,451(8)
|
|
|
Total
|
| |
222,451
|
| |
7,925,351
|
| |
1,237,341
|
| |
—
|
| |
5,794,195
|
|
|
Richard R. Clark
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Equity acceleration(1)
|
| |
—
|
| |
3,691,634
|
| |
—
|
| |
—
|
| |
3,691,634
|
|
|
Salary payments
|
| |
—
|
| |
2,054,925(5)
|
| |
—
|
| |
—
|
| |
—
|
|
|
Bonus
|
| |
—
|
| |
655,636(6)
|
| |
—
|
| |
—
|
| |
—
|
|
|
Benefits continuation
|
| |
—
|
| |
60,075(3)
|
| |
—
|
| |
—
|
| |
—
|
|
|
Outplacement services
|
| |
—
|
| |
20,700(4)
|
| |
—
|
| |
—
|
| |
—
|
|
|
Relocation
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Deferred Compensation Acceleration
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Total
|
| |
—
|
| |
6,482,970
|
| |
—
|
| |
—
|
| |
3,691,634
|
|
|
Christopher J. Ball
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Equity acceleration(1)
|
| |
—
|
| |
4,951,733
|
| |
—
|
| |
—
|
| |
4,951,733
|
|
|
Salary payments
|
| |
—
|
| |
1,509,141(5)
|
| |
905,370(9)
|
| |
—
|
| |
—
|
|
|
Bonus
|
| |
—
|
| |
603,580(6)
|
| |
—
|
| |
—
|
| |
—
|
|
|
Benefits continuation
|
| |
—
|
| |
61,903(3)
|
| |
46,427(9)
|
| |
—
|
| |
—
|
|
|
Outplacement services
|
| |
—
|
| |
20,700(4)
|
| |
—
|
| |
—
|
| |
—
|
|
|
Relocation
|
| |
—
|
| |
29,233(10)
|
| |
—
|
| |
—
|
| |
—
|
|
|
Deferred Compensation Acceleration
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Total
|
| |
—
|
| |
7,176,290
|
| |
951,797
|
| |
—
|
| |
4,951,733
|
|
|
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 ($) |
| |
Death/
Disability ($) |
|
|
Jason E. Doughty
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Equity acceleration(1)
|
| |
—
|
| |
4,144,082
|
| |
—
|
| |
—
|
| |
4,144,082
|
|
|
Salary payments
|
| |
—
|
| |
1,206,294(5)
|
| |
457,470(9)
|
| |
—
|
| |
—
|
|
|
Bonus
|
| |
—
|
| |
343,103(6)
|
| |
343,103(9)
|
| |
—
|
| |
—
|
|
|
Benefits continuation
|
| |
—
|
| |
60,075(3)
|
| |
30,037(9)
|
| |
—
|
| |
—
|
|
|
Outplacement services
|
| |
—
|
| |
20,700(4)
|
| |
—
|
| |
—
|
| |
—
|
|
|
Relocation
|
| |
—
|
| |
29,370(10)
|
| |
—
|
| |
—
|
| |
—
|
|
|
Deferred Compensation Acceleration
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Total
|
| |
—
|
| |
5,803,624
|
| |
830,610
|
| |
—
|
| |
4,144,082
|
|
(1)
|
Each named executive officer holds RSU and PSU awards that were unvested as of December 31, 2019. 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 $5.70 closing price of a share on December 31, 2019. 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, 2019. See “—Equity Awards” below for more details on the circumstances under which the vesting of these awards would have accelerated.
|
(2)
|
Represents the payment of two times Mr. Inglis’ annual base salary and annual target bonus as of December 31, 2019, payable in equal
monthly installments over 24 months under Mr. Inglis’ offer letter. For additional details, see “—Offer Letters” below.
|
(3)
|
Represents a cash payment in an amount equal to the premium cost of continued healthcare coverage for 24 months under our severance
policy (or, for Mr. Inglis, under his offer letter).
|
(4)
|
Represents the cost of outplacement services for 18 months under our severance policy.
|
(5)
|
Represents a lump-sum cash severance payment under our severance policy equal to 24 months of base salary plus four additional weeks
of base salary for each year of recognized service (for Mr. Chambers, 20 additional weeks; for Mr. Clark, 56 additional weeks; for Mr. Ball, 24 additional weeks; and for Mr. Doughty, 32 additional weeks) and any additional amounts payable
for any partial year of service.
|
(6)
|
Under our severance policy, each of our named executive officers is entitled to a prorated portion of his annual target bonus for
the year of termination, if not paid prior to the date of termination.
|
(7)
|
Represents the payment to Mr. Chambers under his offer letter of (i) an amount equal to 12 months’ base salary and target annual
bonus and (ii) continued medical and dental coverage for him and his eligible dependents for 12 months. For additional details, see “—Offer Letters” below.
|
(8)
|
Under our non-qualified deferred compensation plan, in the event of a participant’s death or disability or a change of control of
the Company, any unvested Company matching contributions will become fully vested.
|
(9)
|
Represents payments of annual base salary and reimbursement of the cost of medical and dental insurance for each executive and his
dependents (18 months for Mr. Ball and 12 months for Mr. Doughty) pursuant to their offer letters. In addition, Mr. Doughty is entitled to 12 months of estimated bonus payments (based on the target amount of his bonus). For additional
details, see “—Offer Letters” below.
|
(10)
|
For Messrs. Ball and Doughty represents reasonable and customary costs that we estimate would be incurred in moving each executive
(and, for Mr. Doughty, his family) back to his former residence location, if solely as a result of a “change in control” (as defined in the LTIP and summarized below under “—Equity Awards—Definitions”), either Mr. Ball or Mr. Doughty is
required to relocate to a location outside of the Dallas/Fort Worth area. These estimates are based on the costs incurred in moving each executive (and, for Mr. Doughty, his family) to the Dallas/Fort Worth area.
|
■
|
On a termination of Mr. Inglis’ employment by us without “cause”
or by him for “good reason” (as such terms are defined in his offer letter and summarized below under “—Equity
Awards—Definitions”), Mr. Inglis is entitled to (i) cash severance in an amount equal to two times the sum of his base
salary and target bonus (payable in equal monthly installments over 24 months) and (ii) continued medical and dental coverage
for him and his dependents for 24 months.
|
■
|
If the employment of each of Messrs. Chambers, Ball and Doughty
is terminated through no fault of his own or his position is eliminated and he is not offered a comparable position in
Dallas, Texas then (i) Mr. Chambers will receive (a) cash severance in amount equal to the sum of 12 months’ base salary
plus target annual
|
■
|
Each of Messrs. Ball and Doughty is also entitled to payment of
reasonable and customary expenses associated with his moving back to the United Kingdom (for Mr. Ball) or Houston, Texas
(for Mr. Doughty) under the circumstances described in footnote 10 to the “Potential Payments Upon Termination or Change
in Control” table above.
|
■
|
work force reduction;
|
■
|
departmental reorganization that results in job elimination;
|
■
|
departmental reorganization that results in a material
diminution of the skills, requirements, aptitudes or other criteria of the position, if the employee declines an offer
of continued employment in the altered position or in another position that the Company deems comparable in its reasonable
discretion; or
|
■
|
relocation of the job functions outside of a 50-mile radius, if
the employee is not offered employment at the new location or declines an offer of employment at the new location.
|
■
|
a lump-sum cash severance payment in an amount determined based
on the employee’s title, years of service and base salary (for our named executive officers, this amount equals 24
months of base salary plus four additional weeks of base salary for each year of service);
|
■
|
a prorated portion of the employee’s target bonus for the
current year, if not paid prior to the date of termination;
|
■
|
a cash payment in an amount equal to the premium cost of
continued healthcare coverage for a specified period (24 months for our named executive officers);
|
■
|
outplacement services for a specified period (18 months for our
named executive officers); and
|
■
|
payout of unused vacation time.
|
■
|
the regularly scheduled vesting date, if the executive remained
employed through the vesting date;
|
■
|
termination of the executive’s employment due to his death or
disability;
|
■
|
for our named executive officers other than for Mr. Inglis,
termination of the executive’s employment by us or the acquiror without cause or by him for “good reason” (as
|
■
|
for awards granted to Mr. Inglis, (i) the first anniversary of a
change in control, if Mr. Inglis remains employed through the anniversary date, or (ii) the later of the date of
termination or the change in control, if Mr. Inglis’ employment is terminated by us without cause or by him for good reason during the period beginning three months before, and ending one year after, such change in control, provided that any termination during the period beginning three months before such change in control was at the request of a third party that had taken steps reasonably calculated to
|
■
|
for PSUs granted to our named executive officers (other than
Mr. Inglis), the performance condition would have been determined based on actual performance as of the date of such
change in control (except for the PSUs granted to Mr. Chambers in 2014, which would have vested at the target
performance level); and
|
■
|
for PSUs granted to Mr. Inglis, the performance condition would
have been deemed attained at the maximum performance level.
|
■
|
“Cause” generally means the named executive officer’s:
|
(i)
|
failure (or, in the case of Mr. Inglis, material failure) to perform his duties (other than any such failure resulting from his
physical or mental incapacity);
|
(ii)
|
having engaged in misconduct, negligence or a breach of fiduciary duty (or, in the case of Mr. Inglis, having engaged in serious
misconduct, gross negligence or a material breach of a fiduciary duty);
|
(iii)
|
having been convicted of, or having entered a plea bargain or settlement admitting guilt or the imposition of unadjudicated
probation for, any crime of moral turpitude or felony under any applicable law;
|
(iv)
|
breach (or, in the case of Mr. Inglis, material breach) of any restrictive covenant (and, in the case of Mr. Inglis, any notice
requirement, garden leave provision or similar requirement) to which he is subject;
|
(v)
|
breach (or, in the case of Mr. Inglis, material breach) of any of our policies, including any policy that relates to expense
management, human resources or the Foreign Corrupt Practices Act;
|
(vi)
|
unlawful use or possession of illegal drugs on our premises or while performing his duties to us; or
|
(vii)
|
commission of an act of fraud, embezzlement or misappropriation, in each case, against us.
|
■
|
“Change in Control” generally means the occurrence of one or
more of the following events:
|
(i)
|
the acquisition of 50% or more of the combined voting power of our outstanding securities;
|
(ii)
|
the replacement of the majority of our directors during any 12-month period (other than by directors approved by a majority of our
remaining directors);
|
(iii)
|
the consummation of our merger, amalgamation or consolidation with another entity (unless our voting securities outstanding
immediately before such transaction continue to represent more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after such transaction); or
|
(iv)
|
the transfer of our assets having a gross fair market value of 50% or more of the total gross market value of our assets immediately
before such transfer (other than any such transfer immediately after which such assets are owned directly or indirectly by our stockholders in substantially the same proportions as their ownership of our common shares immediately before
such transfer), and the subsequent distribution of the proceeds from such transfer to our stockholders having a fair market value that is greater than 50% of our fair market value immediately before such transfer.
|
■
|
“Disability” generally means “disability” as defined in our
long-term disability plan for the purpose of determining eligibility for benefits. If such plan contains multiple definitions
of disability, then “disability” refers to that definition of disability which, if the named executive officer qualified for such benefits, would provide coverage for the longest period.
|
■
|
“Good Reason” generally means the occurrence of any of the
following events without the named executive officer’s consent:
|
(i)
|
a reduction in his base salary or target bonus, other than any such reduction that applies generally to similarly situated employees
(or, in the case of Mr. Inglis, that applies to senior executives of the Company);
|
(ii)
|
relocation of his principal place of employment by more than 50 miles; or
|
(iii)
|
a material reduction in his duties or responsibilities (in the case of our named executive officers other than Mr. Inglis, that
occurs within two years after a change in control).
|
■
|
the median of the annual total compensation of all our employees
(except our Chief Executive Officer) was $288,547;
|
■
|
the annual total compensation of our Chief Executive Officer was
$5,195,573; and
|
■
|
the ratio of these two amounts was approximately 18 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule.
|
■
|
The Reverse Stock Split May Not Increase the Price of our Common Shares over the Long-Term. As noted above, the
principal purpose of the Reverse Stock Split is to cause the per share market price
of our common shares to remain above the $1.00 per share minimum average closing
price requirement under the NYSE rules.
|
■
|
The Reverse Stock Split May Decrease the Liquidity of our Common Shares. The Board believes that the Reverse Stock Split may result in an increase in the market price of our common shares which could lead to increased interest in our common shares and possibly promote greater liquidity for our stockholders. However, the Reverse Stock Split will also reduce the total number of outstanding common shares, which may lead to reduced trading and a smaller number of market makers for our common shares, particularly if the price per share of our common shares does not increase as a result of the Reverse Stock Split.
|
■
|
The Reverse Stock Split May Result in Some Stockholders Owning “Odd Lots” That May Be More Difficult to Sell or Require Greater Transaction Costs per Share to Sell. If the Reverse Stock
Split is implemented, it will increase the number of stockholders who own “odd lots”
of less than 100 common shares. A purchase or sale of less than 100 common shares
(an “odd lot” transaction) may result in incrementally higher trading costs through
certain brokers, particularly “full service” brokers. Therefore, those stockholders
who own less than 100 common shares following the Reverse Stock Split may be
required to pay higher transaction costs if they sell their common shares.
|
■
|
The Reverse Stock Split May Lead to a Decrease in our Overall Market Capitalization. The Reverse Stock Split may be viewed negatively by the market and, consequently, could lead to a decrease in our overall market capitalization. If the per share market price of our common shares does not increase in proportion to the Reverse Stock Split ratio, then the value of our Company, as measured by our market capitalization, will be reduced. Additionally, any reduction in our market capitalization may be magnified as a result of the smaller number of common shares outstanding following the Reverse Stock Split.
|
■
|
Effects of the Reverse Stock Split on Issued and Outstanding Shares. If the Reverse Stock Split is effected, it will reduce the total number of issued and outstanding common shares, including shares held by the Company as treasury shares, by a Reverse Stock Split ratio of between 1-for-5 and 1-for-15.
Accordingly, each of our stockholders will own fewer common shares as a result of the Reverse Stock Split. However, the Reverse
Stock Split will affect all stockholders uniformly and will not affect any stockholder’s percentage ownership interest in
the Company, except to the
|
■
|
Effects of the Reverse Stock Split on Outstanding Equity. If the Reverse Stock Split is effected, the Board or the Compensation Committee will make any necessary equitable adjustments to outstanding equity awards under the Company’s Long Term Incentive Plan (“LTIP”), as well as to the total number of common shares available for issuance pursuant to awards under the LTIP, to maintain the approximate economic value of such awards immediately before and after the Reverse Stock Split, in each case in accordance with the existing terms of the LTIP. In addition, in the case of outstanding PSU awards, the Board or the Compensation Committee will also equitably adjust the applicable performance goals, in accordance with the existing terms of the outstanding PSU awards, to the extent appropriate to prevent the dilution or enlargement of the benefits intended under such awards.
|
■
|
Effects of the Reverse Stock Split on Voting Rights. Proportionate voting rights and other rights of the holders of common shares would not be affected by the Reverse Stock Split (other than as a result of the treatment of fractional shares). For example, a holder of 1% of the voting power of the outstanding common shares immediately prior to the effective time of the Reverse Share Split would continue to hold 1% of the voting power of the outstanding common shares after the Reverse Stock Split.
|
■
|
Effects of the Reverse Stock Split on Regulatory Matters. Our common shares are currently registered under Section 12(b) of the Exchange Act and the Company is subject to the periodic reporting and other requirements of the Exchange Act. The Reverse Stock Split will not affect the registration of the common shares under the Exchange Act or the Company’s obligation to publicly file financial and other information with the SEC. If the Reverse Stock Split is implemented, the common shares will continue to trade on the NYSE under the symbol “KOS,” subject to the common shares complying with all of the requirements of the NYSE.
|
■
|
the per share price of our common shares immediately prior to the Reverse Stock Split;
|
■
|
the expected stability of the per share price of our common shares following the Reverse Stock Split;
|
■
|
our ability to maintain the listing of our common shares on the NYSE;
|
■
|
the likelihood that the Reverse Stock Split will result in increased marketability and liquidity of our common shares;
|
■
|
prevailing market conditions;
|
■
|
general economic conditions in our industry; and
|
■
|
our market capitalization before and our expected market capitalization after the Reverse Stock Split.
|
|
FOR
|
| |
The Board recommends a vote “FOR” the approval of the amendment
to our Certificate of Incorporation and to authorize the Board to effect the reverse stock split and proportionally reduce the number of authorized common shares.
|
|
(a)
|
by replacing Paragraph 1 of Article 4(A) in its entirety with the following:
|
|
|
| |
KOSMOS ENERGY LTD.
|
|
|
|
| |
|
|
|
|
| |
By:
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
Name: Jason E. Doughty
|
|
|
|
| |
Title: Senior Vice President, General Counsel and Corporate Secretary
|
|
|
|
| |
|
|
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