SEC Filing | Kosmos Energy

TABLE OF CONTENTS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

Kosmos Energy Ltd.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

A MESSAGE FROM OUR CHAIRMAN AND CEO

April 28, 2023

Fellow shareholders:

As the world grapples with the need for affordable, secure, and cleaner energy – particularly in the wake of Russia’s war in Ukraine – I am confident that Kosmos has the right strategy and portfolio to be a part of the solution.

Kosmos has a strong oil-weighted portfolio that can supply more of the energy the world needs today. We are investing in growing oil supply at each of our core production hubs, with an emphasis on high-graded projects that yield low cost, lower carbon barrels that are highly cash generative. At the same time, we are working with our partners to bring new sources of lower carbon natural gas into production. These projects address energy affordability and increase energy security by supplying more gas to global energy markets, as well as to domestic markets in Africa. By 2024, we expect to increase production by about 50% compared to 2022 levels as we optimize current production and bring new projects online. For Kosmos, the cash flow from current and planned activities enables selective re-investment into the most compelling opportunities in our portfolio, which can help meet demand and support the energy transition for decades to come. Longer term, we plan to continue shifting the balance of our portfolio from oil to natural gas and LNG to help meet the world’s energy needs as cleaner natural gas displaces coal, heavy fuel oil, and biomass as primary sources of energy in both developed and emerging economies.

In 2022, Kosmos delivered strong operational and financial performance in support of this strategy. In addition to solid production rates that generated significant free cash flow, we advanced our three major development projects and further strengthened our balance sheet, ending the year with more than $1 billion in liquidity and leverage below our 1.5x target. Looking ahead, Kosmos expects to reach an important inflection point in the second half of 2023 with production expected to grow as major development projects start to come online and capital expenditures begin to fall. With higher production and lower capital, free cash flow is expected to rise into 2024 providing multiple pathways for the company to deliver value for our shareholders.

As we pursue our strategy, we continue to be guided by our commitment to sustainability. With our low cost, lower carbon oil and gas production, Kosmos aims to be a responsible producer that the world can count on to balance energy security and affordability with the need to lower emissions. In early 2020, we set the goal to become carbon neutral for our operated Scope 1 and Scope 2 emissions by 2030 or sooner. We achieved this goal in both 2021 and 2022, and we remain committed to maintaining it. We are also working with our partners and host governments on projects to reduce the carbon intensity of our non-operated production assets, such as the elimination of routine flaring in Ghana and Equatorial Guinea. We also plan to disclose equity emissions and new targets in this year’s Sustainability Report. Our commitment to ESG and sustainability is a core value that has been recognized by stakeholders. MSCI, one of the leading ESG ratings agencies, recently awarded Kosmos its highest possible “AAA” rating, which puts us in the top 20% of companies across the sector.

Kosmos offers investors access to a high-quality reserve base, with unique exposure to world-scale LNG projects, alongside a portfolio of low cost, lower carbon oil opportunities through infrastructure-led exploration. These opportunities underpin sustainable and value-accretive growth. We look forward to further delivering on our strategy, creating value for our shareholders and bringing affordable, secure, and cleaner energy to the world.

We are excited about the future and look forward to sharing more about our company at our annual meeting. On behalf of the entire board of directors, I thank you for your participation and investment in our company.

Sincerely yours,

Andrew G. Inglis

Chairman and Chief Executive Officer

TABLE OF CONTENTS

	Proxy Notice from Corporate Secretary			1
	Cast Your Vote			2
	Proxy Statement and Summary			3
	Corporate Governance Highlights and Practices			4
	Sustainability Highlights and Practices			5
	What We Do and What We Don’t Do			6
	Proposal 1 – Election of Directors			7
	Class I Director Nominees			8
	Vote Required			9
	Recommendation			9
	Continuing Directors			10
	Corporate Governance Matters			16
	Board Composition			16
	Board Leadership Structure			16
	Committees of the Board of Directors			16
	Audit Committee			17
	Compensation Committee			18
	Nominating and Corporate Governance Committee			19
	Health, Safety, Environment and Sustainability Committee			20
	Meetings of the Board and Committees			21
	Director Independence			21
	Board’s Role in Risk Oversight			21
	Code of Business Conduct and Ethics			21
	Corporate Governance Guidelines			22
	Communications with the Board			22
	Director Compensation			23
	Director Share Ownership Guidelines			24
	Certain Relationships and Related Transactions			25
	Stock Ownership Matters			26
	Delinquent Section 16(a) Reports			26
	Security Ownership of Management and Certain Beneficial Owners			26
	Proposal 2 – Appointment of Ernst &Young			28
	Changes in and Disagreements with Accountants			28
	Fees Paid to Independent Auditors			28
	Pre-Approval Policies and Procedures			29
	Vote Required			29
	Recommendation			29
	Audit Committee Report			30

	Proposal 3 – Advisory Vote to Approve NEO Compensation			31
	Vote Required			31
	Recommendation			31
	Executive Officers			32
	Executive Compensation			34
	Compensation Discussion and Analysis			34
	Executive Summary			34
	2022 Business Highlights			35
	2022 Key Compensation Decisions			36
	Compensation Philosophy			37
	Elements of Our Executive Compensation Program			37
	Executive Compensation Procedures			39
	Advisory Vote to Approve NEO Compensation			40
	Analysis of 2022 Executive Compensation Decisions			40
	Compensation Committee Report			51
	2022 Compensation Tables			52
	2022 CEO Pay Ratio Disclosure			61
	2022 Pay Versus Performance			63
	Proposal 4 – Approval of Amendment and Restatement of Kosmos Energy Ltd. Long Term Incentive Plan			67
	Increase in Share Reserve			67
	Considerations			68
	Summary of LTIP			69
	Registration with the SEC			74
	Vote Required			76
	Recommendation			76
	General Matters			78
	Record Date			78
	Voting Your Proxy			78
	Shares Held of Record			78
	Shares Held in Street Name			79
	Revoking Your Proxy			79
	Quorum and Vote Required			79
	Cost of Solicitation			79
	Annual Report			80
	Householding			81
	Proposals of Stockholders for the 2024 Annual Stockholders Meeting			81
	Annex A – North American Exploration and Production Survey Companies			A-1
	Annex B – Amended and Restated Long Term Incentive Plan			B-1

TABLE OF CONTENTS

Kosmos Energy Ltd.

8176 Park Lane, Suite 500

Dallas, Texas 75231

April 28, 2023

NOTICE OF VIRTUAL ANNUAL STOCKHOLDERS MEETING TO

BE HELD ON THURSDAY, JUNE 8, 2023

To the Stockholders of Kosmos Energy Ltd.:

You are cordially invited to attend the 2023 annual stockholders meeting of KOSMOS ENERGY LTD., a Delaware corporation (the “Company”), which will be held via virtual-only format on Thursday, June 8, 2023, at 8:00 a.m., Central Daylight Time. You will be able to attend the meeting virtually, vote your shares electronically, and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/KOS2023 and following the instructions on your proxy card. The meeting will include the following proposals:

1.	To elect two Class I directors to a three-year term to serve until the 2026 annual stockholders meeting;

2.	To ratify the appointment of Ernst &Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 and to authorize the Company’s Audit Committee of the Board of Directors to determine their remuneration;

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

4.	To approve an amendment and restatement of the Kosmos Energy Ltd. Long Term Incentive Plan; and

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

The Board of Directors of the Company has fixed the close of business on April 11, 2023 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the meeting.

A record of the Company’s activities during 2022 and its financial statements as of and for the fiscal year ended December 31, 2022 is contained in the Company’s 2022 Annual Report on Form 10-K. The Annual Report on Form 10-K does not form any part of the material for solicitation of proxies. Our Chairman and CEO, Mr. Inglis, expects to report on our progress during the past year and respond to stockholders’ questions.

It is important that your shares be represented at the annual stockholders meeting, as a quorum of the stockholders must be present, either at the virtual meeting or by proxy, in order for the meeting to take place. Even if you plan to attend the meeting, we recommend that you vote your shares in advance as described herein so that your vote will be counted if you later decide not to attend the virtual meeting. Your vote and participation in our governance are very important to us. Returning the proxy does not deprive you of your right to attend the virtual meeting and to vote your shares at the virtual meeting. If you returned a proxy but then attend the virtual meeting, you may revoke the proxy and vote at the virtual meeting in accordance with the procedures described herein on all matters submitted at the meeting.

By order of the Board of Directors,

Jason E. Doughty

Senior Vice President, General Counsel and Corporate Secretary

April 28, 2023

Dallas, Texas

2023 Proxy Statement | 1

TABLE OF CONTENTS

CAST YOUR VOTE

We value each stockholder playing a part in Kosmos’ future. It is vital that you participate and vote your shares.

Proposals Which Require Your Vote

PROPOSAL 1

To elect two Class I directors to a three-year term to serve until the 2026 annual stockholders meeting

Page 7

FOR

Majority of votes cast

PROPOSAL 2

To ratify the appointment of Ernst &Young LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2023 and authorization of the Company’s Audit Committee of the Board of Directors to determine their remuneration

Page 28

FOR

Majority of votes cast

PROPOSAL 3

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

Page 31

FOR

Majority of votes cast

PROPOSAL 4

To approve an amendment and restatement of the Kosmos Energy Ltd. Long Term Incentive Plan

Page 67

FOR

Majority of votes cast

Vote Now

Even if you plan to attend this year’s virtual annual stockholders meeting, it is a good idea to vote your shares now, before the meeting, in the event your plans change. Whether you submit your proxy and vote via the Internet, by telephone or by mail, please have your proxy card or voting instruction form in hand and follow the instructions.

Via the Internet	By telephone	By mailing your proxy card

Visit 24/7 http://www.proxyvote.com	Dial toll-free 24/7 1-800-690-6903	Mark, sign and date your proxy card, and return it in the postage-paid envelope or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717
■ Review and download this Proxy Statement, a proxy card and our 2022 annual report ■ Request a hard copy of this Proxy Statement, a proxy card and our 2022 annual report

Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Stockholders Meeting to be Held on June 8, 2023. The Notice of Virtual Annual Stockholders Meeting, 2023 Proxy Statement, Proxy Card and 2022 Annual Report on Form 10-K are available under the SEC Filings link on the Investors’ page of our website at www.kosmosenergy.com. On this site, you will also be able to access any amendments or supplements to the foregoing materials that are required to be furnished. Information contained on or connected to our website is not incorporated by reference into this Proxy Statement and should not be considered a part of this Proxy Statement or any other filing that we make with the U.S. Securities and Exchange Commission (the “SEC”).

2 |

2023 Proxy Statement

TABLE OF CONTENTS

PROXY STATEMENT AND SUMMARY

2023 Virtual Annual Stockholders Meeting

These proxy materials are being furnished to you in connection with the solicitation of proxies by the Board of Directors of Kosmos Energy Ltd. for use at the 2023 annual stockholders meeting and any adjournments or postponements thereof. We refer to our Board of Directors as the “Board” and to Kosmos Energy Ltd. as “Kosmos,” the “Company,” “we” or “us.” The annual stockholders meeting will be held virtually on Thursday, June 8, 2023 beginning at 8:00 a.m., Central Daylight Time. You will be able to attend the meeting virtually, vote your shares electronically, and submit your questions during the meeting by visiting:

www.virtualshareholdermeeting.com/KOS2023

The items to be considered are summarized in the Notice of Virtual Annual Stockholders Meeting and more fully described in this Proxy Statement. The Notice of Virtual Annual Stockholders Meeting, this Proxy Statement, the enclosed Proxy Card and our 2022 Annual Report on Form 10-K are first being mailed and made available starting on or about April 28, 2023 to all record holders of our common shares as of the close of business on April 11, 2023. Our common shares represented by proxies will be voted as described below or as specified by each stockholder.

Stockholders will need the control number included on their notice of internet availability, proxy card or voting instruction form to be admitted to the virtual meeting as a stockholder, vote their shares and ask questions.

2023 Proxy Statement | 3

TABLE OF CONTENTS

PROXY SUMMARY

Corporate Governance Highlights and Practices

Our Board of Directors believes that high standards of corporate governance are an essential component of our corporate culture.

Key Corporate Governance Features:

■	At present, all of our non-employee directors are independent of management under the requirements of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

■	All of our executive officers (including each of our named executive officers) and directors are in compliance with our robust share ownership guidelines.

■	At our 2022 annual stockholders meeting, approximately 98% of our stockholders approved of our 2021 executive compensation program for our named executive officers.

■

We successfully refreshed our directorate with the election of three new members, one of whom is female, which continues to demonstrate our commitment to diversity. Each of the new members meet the definition of “financially literate” pursuant to the New York Stock Exchange rules and two, Maria Moræus Hanssen and J. Mike Stice, have the financial management expertise to be designated as an “audit committee financial expert” as defined in Regulation S-K.

We are proud of our Board’s independence and diversity with respect to gender and tenure. The following charts reflect our Board’ composition following the conclusion of the Annual Stockholders Meeting, assuming all director nominees are elected.

4 |

2023 Proxy Statement

TABLE OF CONTENTS

PROXY SUMMARY

Sustainability Highlights and Practices

Kosmos was founded with the goal of creating value by engaging with all our stakeholders: investors, employees, host governments, communities, business partners, suppliers, and civil society. Operating in a safe, responsible, and environmentally sound manner is critical to achieving this goal. Kosmos is dedicated to upholding our Business Principles and acting as a force for good in our host countries.

Our approach to sustainability and reporting on progress is informed by:

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

2.	The U.N. Global Compact’s Ten Principles

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

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

The Company’s latest Sustainability Report was published in May 2022 and covers our full ESG agenda, including the actions we have taken to mitigate climate-related risks and enhance the resiliency of our business. Ernst & Young LLP independently reviewed our ESG performance data, reinforcing our commitment to transparency and openness. The report also demonstrates how we are delivering on our ongoing commitment to being both a responsible company and a long-term partner focused on helping our host nations reach their potential.

We are proud of the work we have done to operate responsibly.

Our People

■	Total Recordable Injury Rate in 2022 (0.00) was better than our target (< 0.50); Lost Time Incident Rate in 2022 (0.00) was better than our target (<0.25); and Hydrocarbon Spills in 2022 (none) was better than our target (<1 Bbl).

Environment

■	In 2021 and 2022 we achieved carbon neutrality for our operated Scope 1 and 2 emissions.

Transparency

■	Maintained an industry-leading position on transparency by publishing our petroleum agreements and production sharing contracts with host governments, as well as disclosing our payments to governments at the project level.

Social Investment

■	Since its founding, the Kosmos Innovation Center has trained more than 5,000 aspiring entrepreneurs, leading to the creation of more than 200 promising start-ups, across Ghana, Senegal, and Mauritania.

2023 Proxy Statement | 5

TABLE OF CONTENTS

PROXY SUMMARY

	What We Do			What We Don’t Do
	✔ Pay-for-Performance—we align pay and performance by awarding a majority of the compensation paid to our executives in the form of “at-risk” performance-based compensation linked to Company and individual performance ✔ Balanced Short-Term and Long-Term Compensation—we grant compensation that discourages short-term risk taking at the expense of long-term results ✔ Independent Compensation Consultant—our Compensation Committee engages an independent compensation consultant ✔ Share Ownership Guidelines—our executive officers are subject to robust share ownership guidelines, further aligning their interests with our stockholders ✔ Compensation Recoupment 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			✘ No Excise Tax Gross-Ups—we do not provide our executives with gross-ups for the excise tax that would be imposed on the executives under Section 4999 of the Internal Revenue Code, if they received “excess” payments and benefits in connection with a change in control ✘ No Special Executive Defined Benefit Retirement Programs—we do not provide special executive defined benefit retirement programs ✘ No Excessive Perquisites—consistent with our pay-for-performance philosophy, we do not provide our executives with excessive perquisites ✘ No Guaranteed Payouts—we do not grant cash or equity incentive compensation with guaranteed payouts ✘ No Hedging Shares—we do not permit our employees, including our named executive officers, to engage in hedging transactions in the Company’s securities, unless our General Counsel provides prior written authorization ✘ No Top-Up Share Grants—no additional issuance of equity awards to compensate for losses in value of outstanding equity awards

6 |

2023 Proxy Statement

TABLE OF CONTENTS

PROPOSAL 1

To elect two Class I directors to a three-year term to serve until the 2026 annual stockholders meeting

The Board currently consists of nine directors. The Company’s Certificate of Incorporation divides our directors into three classes. One class is elected at each annual stockholders meeting, to hold office for a three-year term. Current Class I directors, Mr. Andrew G. Inglis and Ms. Maria Moræus Hanssen if re-elected, will serve a three-year term until the 2026 annual stockholders meeting. Sir Richard Dearlove, a current Class I director, has chosen not to stand for re-election. Effective at the Annual Stockholders Meeting the size of the Board will be decreased to eight directors.

Our Bylaws provide that our Board shall consist of not less than five and not more than 15 directors, as determined by the Board. Our stockholders do not have cumulative voting rights and, accordingly, the holders of a majority of the votes cast at the annual stockholders meeting, at which a quorum is present, can elect each of the directors then standing for election. Stockholders are not entitled to cumulate votes in the election of directors and may not vote for a greater number of persons than the number of nominees named.

We are soliciting proxies in favor of the election of each of the director nominees identified below. We intend that all properly executed proxies will be voted for these nominees unless otherwise specified. All nominees have consented to serve as directors, if elected. If any nominee is unwilling to serve as a director at the time of the annual stockholders meeting, the persons who are designated as proxies intend to vote, in their discretion, for such other persons, if any, as may be designated by the Board.

As of the date of this Proxy Statement, the Board has no reason to believe that any of the persons named below will be unable or unwilling to stand as a nominee or serve as a director, if elected. The Board believes that each nominee has valuable individual skills and experiences that, taken together, provide us with the knowledge, judgment and strategic vision necessary to provide effective oversight of the Company. The biographies below reflect the particular experience, qualifications, attributes and skills that led the Board to conclude that each nominee should serve on the Board. Ages are correct as of the date of this Proxy Statement.

2023 Proxy Statement | 7

TABLE OF CONTENTS

PROPOSAL 1

Class I Director Nominees

			Andrew G. Inglis Chairman and Current Class I Director Age: 64 Director since: 2014 Committees: None Other current public directorships: None

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

			Maria Moræus Hanssen Current Class I Director Age: 58 Director since: 2023 Committees: ■ Audit Committee ■ Health, Safety, Environment and Sustainability Committee Other current public directorships: ■ Scatec Solar ASA ■ SLB

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

8 |

2023 Proxy Statement

TABLE OF CONTENTS

PROPOSAL 1

Nomination of Directors by Stockholders

Our stockholders may nominate directors to the Board by giving timely notice of the nomination in writing to the Secretary of the Company. Such notice must contain specified information about the nomination. Our Bylaws detail the timelines and informational requirements for stockholder nominations in greater detail. At this time, the Board has not established any minimum qualifications or skills for directors that are either nominated or recommended by our stockholders, although we generally consider a nominee’s diversity, experience, industry knowledge and background. To ensure we have a diverse group of potential director nominees for consideration, our nominee search includes candidates from both corporate positions beyond the executive suite and from non-corporate environments (e.g., government, academia and non-profit organizations), and includes both male and female candidates. The Nominating and Corporate Governance Committee has adopted a resolution to consider gender diversity as one of the factors in identifying qualified candidates for membership on the Board.

Vote Required

Directors will be elected by a majority of the votes cast at the annual stockholders meeting, at which a quorum is present. A properly executed proxy marked “ABSTAIN” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether a quorum is present.

Recommendation

FOR

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

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

2023 Proxy Statement | 9

TABLE OF CONTENTS

PROPOSAL 1

Continuing Directors (Current Class II Directors with Terms Expiring in 2024)

			Adebayo (“Bayo”) O. Ogunlesi Current Class II Director Age: 69 Director since: 2011 Committees: ■ Compensation Committee (Chair) Other current public directorships: ■ Callaway Golf Company ■ Goldman Sachs Group Inc.
Since 2006, Mr. Ogunlesi has been Chairman and Managing Partner of Global Infrastructure Partners (“GIP”), a private equity firm that invests in infrastructure assets in the energy, transport and water sectors, in both OECD and select emerging market countries. Mr. Ogunlesi previously served as Executive Vice Chairman and Chief Client Officer of Credit Suisse’s Investment Banking Division with senior responsibility for Credit Suisse’s corporate and sovereign investment banking clients. From 2002 to 2004, he was Head of Credit Suisse’s Global Investment Banking Department. Mr. Ogunlesi is a Director of Callaway Golf Company and the Goldman Sachs Group, Inc. Mr. Ogunlesi holds a Bachelor of Arts degree in Politics, Philosophy and Economics with First Class Honors from Oxford University, a Juris Doctor (magna cum laude) from Harvard Law School and a Master of Business Administration from Harvard Business School. From 1980 to 1981, he served as a Law Clerk to the Honorable Thurgood Marshall, Associate Justice of the United States Supreme Court. Mr. Ogunlesi served as a Director of our predecessor Kosmos Energy Holdings since 2004. For these reasons, we believe he is well qualified to serve on our Board.

			Deanna L. Goodwin Current Class II Director Age: 58 Director since: 2018 Committees: ■ Health, Safety, Environment and Sustainability Committee (Chair) ■ Compensation Committee Other current public directorships: ■ Arcadis NV ■ Oceaneering International Inc.
Ms. Goodwin currently serves as a Director of Arcadis NV, where she also serves as Chair of the Audit Committee, and as a Director of Oceaneering International Inc., where she is a member of the Audit Committee. Ms. Goodwin served as President of the North America region of Technip, a global engineering, construction and services company specializing in supporting the energy industry, from 2013 to 2017. She served as Chief Operating Officer, Offshore North America at Technip from 2012 to 2013. Prior thereto, she served as Senior Vice President and Chief Financial Officer of Technip USA, Inc. Previously, Ms. Goodwin led the integration of the $1.3 billion acquisition of Global Industries by Technip. From 1993 to 2007, Ms. Goodwin served in various capacities for Veritas DGC, a leading provider of geophysical information and services to oil and gas companies worldwide, including President of the North and South America Region. Earlier in her career, Ms. Goodwin served as an Audit Manager at Price Waterhouse. Ms. Goodwin received her Bachelor of Commerce degree in Accounting from the University of Calgary in Canada and her Chartered Accountant designation from the Canadian Institute of Chartered Accountants. For these reasons, we believe she is well qualified to serve on our Board.

10 |

2023 Proxy Statement

TABLE OF CONTENTS

PROPOSAL 1

Continuing Directors (Current Class II Directors with Terms Expiring in 2024)

			Sir John Grant Current Class II Director Age: 68 Director since: 2023 Committees: ■ Health, Safety, Environment and Sustainability Committee ■ Nominating and Corporate Governance Committee Other current public directorships: ■ None

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

2023 Proxy Statement | 11

TABLE OF CONTENTS

PROPOSAL 1

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

			Steven M. Sterin Current Class III Director Age: 51 Director since: 2019 Committees: ■ Audit Committee (Chair) ■ Compensation Committee Other current public directorships: ■ DuPont de Nemours, Inc.
Mr. Sterin currently serves on the Board of Directors of DuPont de Nemours, Inc. and is the Chair of its Audit Committee and a member of its Sustainability, Public Policy, Environment and Health and Safety Committee. Mr. Sterin was previously Co-Founder & President of G&S Energy Holdings, LLC, an independent energy company focused on the acquisition, safe operation and optimization of downstream and renewable energy assets in the U.S., from August 2021 to December 2022. He currently serves as a Senior External Advisor to McKinsey & Company, a role he also held from June 2019 until August 2021 before returning in April 2023. Mr. Sterin was most recently an Executive Vice President and the Chief Financial Officer of Andeavor & Andeavor Logistics from 2014 until the merger with Marathon Petroleum Company in October 2018. He served as President of Andeavor Logistics from 2017 to October 2018 and was a member of the Board of Directors for Andeavor Logistics GP, LLC from 2014 to 2018. Mr. Sterin was also responsible for Corporate Strategy & Business Development for both companies from 2016 to 2017. From 2007 to 2014, Mr. Sterin was the Senior Vice President and Chief Financial Officer for Celanese Corporation, a global technology and specialty material company. During his eleven years with Celanese, he served as Corporate Controller and Principal Accounting Officer as well as held other financial and business leadership roles. Prior to his tenure at Celanese, Mr. Sterin spent six years with Reichhold, Inc., a global chemical company, in a variety of financial positions, including Director of Tax and Treasury in the Netherlands, Global Treasurer and Vice President of Finance. Mr. Sterin’s career started with PriceWaterhouseCoopers. Mr. Sterin 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.

12 |

2023 Proxy Statement

TABLE OF CONTENTS

PROPOSAL 1

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

			J. Mike Stice Current Class III Director Age: 64 Director since: 2023 Committees: ■ Nominating and Corporate Governance Committee ■ Audit Committee Other current public directorships: ■ Marathon Petroleum Corporation ■ MPLX GP LLC

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

2023 Proxy Statement | 13

TABLE OF CONTENTS

PROPOSAL 1

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

			Roy A. Franklin Current Class III Director Age: 69 Director since: 2021 Committees: ■ Audit Committee ■ Nominating and Corporate Governance Committee (Chair) Other current public directorships: ■ Wood plc ■ Energean plc

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

14 |

2023 Proxy Statement

TABLE OF CONTENTS

PROPOSAL 1

Current Class I Director with Term Expiring in 2023

			Sir Richard Dearlove Current Class I Director Age: 78 Director since: December 2012 Committees: ■ None Other current public directorships: ■ Crossword Cybersecurity Plc

Sir Richard Dearlove has been the Chairman of the Board of Trustees of London University since 2014 and was Master of Pembroke College at the University of Cambridge, U.K. from 2004 to 2015, and the Head of the British Secret Intelligence Service (MI6) from 1999 to 2004. During his 38-year tenure with MI6, Sir Richard served in multiple international locations before returning to the U.K. as Director of Personnel and Administration in 1993. He also served as Director of Operations and Assistant Chief in advance of his appointment as Head of MI6 in 1999. In 1984, Sir Richard was awarded an OBE (Officer of the Most Excellent Order of the British Empire), and in 2001 he was appointed a KCMG (Knight Commander of St. Michael and St. George) for his service. Sir Richard has held several trustee and advisory positions, including serving as a Trustee of Kent School in Connecticut, Honorary Fellow of Queens’ College, University of Cambridge, Member of the International Advisory Board of AIG, Senior Advisor to the Monitor Group, Chairman of Ascot Underwriting, Member of the Advisory Board of IrisGuard, Member of the Advisory Board of New Venture Partners, Chairman of Trustees of the Cambridge Union Society and Member of the Strategic Advisory Board of TimeSight Systems. He has been Non-Executive Chairman of Crossword Cybersecurity Plc since 2016. He received a Master of Arts degree in History from Queens’ College, Cambridge. For these reasons, we believe he is well qualified to serve on our Board. Sir Richard Dearlove has chosen not to stand for re-election at the annual stockholders meeting.

2023 Proxy Statement | 15

TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS

Board Composition

As of the date of this Proxy Statement, our Board has nine directors. Our Bylaws provide that the Board shall consist of not less than five directors and not more than 15 directors, and the number of directors

may be changed only by resolution adopted by the affirmative vote of a majority of the entire Board. No decrease in the number of directors may shorten the term of any incumbent director.

Board Leadership Structure

The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that the optimal Board leadership structure may vary as circumstances warrant. Consistent with this understanding, non-management directors consider the Board’s

leadership structure on an annual basis. The Board has determined that the optimal Board leadership structure for us is served by the role of Chairman of the Board being held by our Chief Executive Officer, Mr. Inglis, because it believes that having one leader serving as both the Chairman and Chief Executive Officer provides decisive, consistent and effective leadership.

Committees of the Board of Directors

As of the date of this Proxy Statement, our Board has an Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Health, Safety, Environment and Sustainability Committee, and may have such other committees as the Board shall determine from time to time. Pursuant to the NYSE’s corporate governance standards, we are required to have an audit committee, a compensation committee and a nominating and corporate governance committee.

We are required to perform an annual performance evaluation of our Audit, Compensation and Nominating and Corporate Governance Committees. As of the date hereof, we are in compliance with the NYSE corporate governance requirements, including with respect to independence requirements for each of our Audit, Compensation and Nominating and Corporate Governance Committees.

As of the date of this Proxy Statement, the composition of the Committees of the Board of Directors is:

Director

Audit

Committee

Compensation

Committee

Health, Safety,

Environment and

Sustainability Committee

Nominating and Corporate

Governance

Committee

Andrew G. Inglis

Sir Richard Dearlove

Roy A. Franklin

Member

Chair

Deanna L. Goodwin

Member

Chair

Adebayo O. Ogunlesi

Chair

Steven M. Sterin

Chair

Member

Maria Moræus Hanssen

Member

J. Mike Stice

Member

Sir John Grant

Member

Financial Expert

16 |

2023 Proxy Statement

TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS

As of the date of this Proxy Statement, each of the standing Committees of the Board had the composition and responsibilities described below.

Audit Committee

	Audit Committee			The Audit Committee is a separately designated standing Committee of the Board established in accordance with Section 3(a)(58)(A) of the Exchange Act. Membership: ■ Our Board has determined that all members are independent directors as defined by the NYSE rules and Rule 10A-3 of the Exchange Act. ■ Our Board has determined that all of the members are financially literate. ■ Our Board has determined that each of Mr. Sterin, Mr. Stice, and Ms. Moræus Hanssen is an “audit committee financial expert” as described in Item 407(d)(5) of Regulation S-K. Primary Responsibilities: ■ Recommend, through the Board, to the stockholders on the appointment and termination of our independent auditors; ■ Review the proposed scope and results of the independent auditors’ audit; ■ Review and approve the independent auditors’ audit and non-audit services rendered; ■ Approve the audit fees to be paid (subject to authorization by our stockholders to do so); ■ Review accounting and financial controls with the independent auditors and our financial and accounting staff; ■ Recognize and prevent prohibited non-audit services; ■ Establish procedures for complaints received by us regarding accounting matters; ■ Oversee internal audit functions; ■ Oversee the resource and reserve process, including the external reporting of resource and reserve information; ■ Review and approve the report of the Audit Committee that SEC rules require to be included in this Proxy Statement; and ■ Oversee information and cybersecurity risks, including receiving updates from company executives on information security matters at least quarterly and more often as necessary. The Audit Committee Charter: ■ Was approved by the Board on May 9, 2011 (as amended on April 3, 2012 and further updated on May 2, 2019 and on June 10, 2020) 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 30 of this Proxy Statement.
	Members: Steven M. Sterin, Chair Roy A. Franklin Maria Moræus Hanssen J. Mike Stice Meetings in 2022: 4

2023 Proxy Statement | 17

TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS

Compensation Committee

	Compensation Committee			The Compensation Committee is a separately designated standing Committee of the Board established in accordance with Section 3(a)(58)(A) of the Exchange Act. Membership: ■ Our Board has determined that all members are independent directors as defined by the NYSE rules and Rule 10A-3 of the Exchange Act and qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. Compensation Committee Interlocks: ■ No member of the Compensation Committee has been at any time an employee or an officer of ours. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee. Primary Responsibilities: ■ Review and approve the compensation arrangements for our executive officers, including the compensation for our Chief Executive Officer; ■ Review and approve compensation for our directors; ■ Periodically review, in consultation with our Chief Executive Officer, our management succession planning; ■ Review and evaluate our executive compensation and benefits policies generally, including review and recommendation of any incentive compensation and equity-based plans; ■ Prepare the report of the Compensation Committee that SEC rules require to be included in the Proxy Statement or Annual Report on Form 10-K, review and discuss the Company’s Compensation Discussion and Analysis with management and provide a recommendation to the Company’s Board regarding the inclusion of the Compensation Discussion and Analysis in the Proxy Statement or Form 10-K; ■ Retain and terminate any advisors, including any compensation consultants, and approve any such advisors’ fees and other retention terms; and ■ Delegate its authority to subcommittees or the Chair of the Committee when it deems it appropriate and in the best interests of the Company. The Compensation Committee Charter: ■ Was approved by the Board on May 9, 2011 and is reviewed periodically; and ■ Is available under the Corporate Governance link on the Investors’ page of our website at www.kosmosenergy.com. The information on our website is not incorporated by reference into this Proxy Statement. The report of the Compensation Committee is set forth on page 51 of this Proxy Statement.
	Members: Adebayo O. Ogunlesi, Chair Deanna L. Goodwin Steven M. Sterin Meetings in 2022: 4

18 |

2023 Proxy Statement

TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS

Nominating and Corporate Governance Committee

	Nominating and Corporate Governance Committee			The Nominating and Corporate Governance Committee is a separately designated standing Committee of the Board established in accordance with Section 3(a)(58)(A) of the Exchange Act. Membership: ■ Our Board has determined that all members are independent directors as defined by the NYSE rules and Rule 10A-3 of the Exchange Act. Primary Responsibilities: ■ Identify and nominate members for election to the Board; ■ Review and approve transactions between us and our directors, officers and affiliates; ■ Develop and recommend to the Board a set of corporate governance principles applicable to the Company; and ■ Oversee the evaluation of the Board. The Nominating and Corporate Governance Committee Charter: ■ Was approved by the Board on May 9, 2011 and is reviewed periodically; and ■ Is available under the Corporate Governance link on the Investors’ page of our website at www.kosmosenergy.com. The information on our website is not incorporated by reference into this Proxy Statement.
	Members: Roy A. Franklin, Chair Sir John Grant J. Mike Stice Meetings in 2022: 1

2023 Proxy Statement | 19

TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS

Health, Safety, Environment and Sustainability Committee

	Health, Safety, Environment and Sustainability Committee			Membership: ■ Our Board has determined that all members are independent directors as defined by the NYSE rules and Rule 10A-3 of the Exchange Act. Primary Responsibilities: ■ Health, Safety and Environment: ■ Oversee the establishment of targets and objectives for health, safety, and environmental performance; ■ Monitor medium- and long-term performance versus targets and objectives; ■ Review health, safety, security, and environmental policies at least every three years or additionally as needed; ■ Monitor the regular public reporting of progress against stated Health, Safety, Environment and Sustainability (HSES) targets and initiatives; ■ Review the effectiveness of emergency and incident response plans; ■ Review major incidents that may impact the company’s performance and license to operate; ■ Monitor the identification, management and mitigation of significant HSE risks; and ■ Sustainability: ■ Oversee the establishment of targets and objectives related to climate change as well as monitor performance against those targets and objectives; ■ Ensure and monitor regular public and transparent reporting of progress against sustainability and climate change targets and initiatives; ■ Review the Company’s Climate Change Policy; ■ Monitor the Company’s identification, management and mitigation of climate-related risks and opportunities; and ■ Review and approve the Company’s annual Sustainability Report. The Health, Safety, Environment and Sustainability Committee Charter: ■ Was approved by the Board on May 6, 2011 (as amended on March 10, 2022) and is reviewed periodically; and ■ Is available under the Corporate Governance link on the Investors’ page of our website at www.kosmosenergy.com. The information on our website is not incorporated by reference into this Proxy Statement.
	Members: Deanna L. Goodwin, Chair Maria Moræus Hanssen Sir John Grant Meetings in 2022: 4

20 |

2023 Proxy Statement

TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS

Meetings of the Board of Directors and Committees

The Board held five meetings during 2022. During 2022, no incumbent director attended fewer than 100% of the aggregate total number of meetings of the Board held during the period in which he or she was a director. We expect, but do not require, our

directors to attend our annual stockholders meetings. All of the then serving directors attended the annual stockholders meeting held by the Company in June 2022.

Director Independence

Pursuant to the NYSE’s corporate governance standards, we are required to have a majority independent Board.

The Board has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly. Based on this review, the Board has determined that each of Sir Richard Dearlove, Ms. Goodwin, Mr. Ogunlesi, Mr. Sterin,

Mr. Franklin, Ms. Moræus Hanssen, Mr. Stice and Sir John Grant are “independent directors” as defined by the NYSE rules and Rule 10A-3 of the Exchange Act. Accordingly, as of the date hereof, we are in compliance with the NYSE’s majority independent Board requirement.

There are no family relationships among any of our executive officers, directors or nominees for director.

Board’s Role in Risk Oversight

Assessing and managing risk is the responsibility of the management of the Company. However, the Board has an active role, as a whole, and also at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information regarding the Company’s credit, liquidity and operations, as well as the risks associated with each.

Under its charter, the Audit Committee of the Board reviews and discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. In addition, the Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, accounting, tax and legal matters as well as liquidity risks and guidelines and policies and procedures for monitoring and mitigating risks.

Because overseeing risk is an ongoing process and inherent in our strategic decisions, the Board also

discusses risk throughout the year in relation to specific proposed actions. The Board’s other standing Committees oversee risks associated with their respective areas of responsibility. For example, the Compensation Committee considers the risks associated with our compensation policies and practices with respect to both executive compensation and compensation generally. See “Executive Compensation—Compensation Risk Assessment” below. The Board is kept abreast of its Committees’ risk oversight and other activities through reports of the Committee chairs to the full Board.

Specifically relating to enterprise risk management during 2022, the Company performed an enterprise risk assessment to identify key risks and assess procedures for managing, monitoring and mitigating risks.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics applicable to our employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of the NYSE. Any waiver of this Code may be made only by the Board. In accordance with applicable U.S. federal securities laws and the corporate governance rules of the NYSE, we will provide any person, without charge and upon

request, with a copy of our Code of Business Conduct and Ethics. Requests should be directed to us at Kosmos Energy Ltd., 8176 Park Lane, Suite 500, Dallas, Texas 75231, Attention: Corporate Secretary. The Code of Business Conduct and Ethics is also available under the Corporate Governance link on the Investors’ page of our website at www.kosmosenergy.com. The information on our website is not incorporated by reference into this

2023 Proxy Statement | 21

TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS

Proxy Statement. We will disclose any amendments to or waivers of the Code of Business Conduct and Ethics on our website at www.kosmosenergy.com. Our Audit Committee has established procedures to receive, retain and treat complaints regarding accounting, internal accounting controls or auditing matters, and to allow for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

We aim to maintain a diverse workforce and an inclusive culture, which improves our business performance and creates a fair, safe and respectful work environment for everyone. Our approach to diversity and equal opportunity focuses on the full

employee life-cycle, including hiring and onboarding, learning and development, performance management, reward and recognition, progression and retention. While we do not have a formal diversity policy, we comply with all laws and regulations relating to equal opportunities and non-discrimination. Furthermore, our Code of Business Conduct and Ethics includes a prohibition on discrimination of any criteria prohibited by law and the Nominating and Corporate Governance Committee has adopted a resolution to consider gender diversity as one of the factors in identifying qualifying candidates for membership on the board. Our diversity and equal opportunity approach is periodically reviewed.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines in accordance with the corporate governance rules of the NYSE. In accordance with the corporate governance rules of the NYSE, we will provide any person, without charge and upon request, with a copy of our Corporate Governance Guidelines. Requests should be directed to us at Kosmos Energy Ltd., 8176 Park Lane, Dallas, Texas 75231, Attention: Corporate Secretary. The

Corporate Governance Guidelines are also available under the Corporate Governance link on the Investors’ page of our website at www.kosmosenergy.com. The information on our website is not incorporated by reference into this Proxy Statement. We will disclose any amendments to the Corporate Governance Guidelines on our website at www.kosmosenergy.com.

Communications with the Board

Stockholders and other interested parties may communicate directly with our Board by sending a written communication in an envelope addressed to: Board of Directors, c/o Corporate Secretary, Kosmos Energy Ltd., 8176 Park Lane, Suite 500, Dallas, Texas 75231. These communications will be promptly forwarded by the Corporate Secretary to the Board.

Stockholders and other interested parties may communicate directly with our independent directors by sending a written communication in an envelope addressed to: Board of Directors, c/o Corporate Secretary, Kosmos Energy Ltd., 8176 Park Lane, Suite 500, Dallas, Texas 75231. These communications will be promptly forwarded by the Corporate Secretary to the independent directors.

Our Audit Committee has established a process for communicating complaints regarding accounting or auditing matters. To submit a complaint, you may

send a written communication in an envelope addressed to: Audit Committee, c/o Corporate Secretary, Kosmos Energy Ltd., 8176 Park Lane, Suite 500, Dallas, Texas 75231. Any such complaints received or submitted will be promptly forwarded by the Corporate Secretary to the Chair of the Audit Committee, to take such action as may be appropriate.

Stockholders and other interested parties may communicate directly with our Chairman of the Board by sending a written communication in an envelope addressed to: Chairman of the Board of Directors, c/o Corporate Secretary, Kosmos Energy Ltd., 8176 Park Lane, Suite 500, Dallas, Texas 75231. These communications will be promptly forwarded by the Corporate Secretary to the Chairman of the Board.

22 |

2023 Proxy Statement

TABLE OF CONTENTS

DIRECTOR COMPENSATION

2022 Director Compensation

The following table lists the individuals who served as our non-employee directors in 2022 and summarizes their 2022 compensation. Mr. Inglis did not receive any compensation for his service as a director in 2022.

Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	All Other Compensation ($)	Total ($)
Roy A. Franklin	75,000	170,000	—	245,000
Sir Richard Dearlove	125,000	170,000	—	295,000
Deanna L. Goodwin	100,000	170,000	—	270,000
Adebayo O. Ogunlesi	100,000	170,000	—	270,000
Steven M. Sterin	125,000	170,000	—	295,000
Lisa A. Davis⁽³⁾	32,877	—	—	32,877

(1)

Each of our non-employee directors is entitled to (i) an annual cash retainer for service on the Board and (ii) an additional cash retainer if the director chairs a Board committee, in each case, paid quarterly and, if applicable, prorated for the portion of the year that the director serves on the Board or committee. The table below sets forth the annualized cash retainers for the period from January 1, 2022 to December 31, 2022.

	Type of Retainer			Retainer (Annualized) ($)
	Board Member			75,000
	Audit Committee Chair			50,000
	Compensation Committee Chair			25,000
	Nominating and Corporate Governance Committee Chair			50,000
	Health, Safety, Environment and Sustainability Committee Chair			25,000

The Compensation Committee has also determined to provide non-employee directors with an option to elect to receive all or a portion of their annual cash retainer in the form of common stock in lieu of cash. Any non-employee directors choosing to make such an election must do so prior to December 31st of the preceding year and will receive the full value of the covered year’s annual cash retainer in the form of fully vested shares of common stock at the conclusion of the Company’s annual meeting of stockholders for the covered year. In the event the director ceases to serve on the Board for any reason prior to the annual meeting for such covered year, the portion of the annual cash retainer covered by his or her election for such year will be forfeited in its entirety (including for the portion of the covered year prior to his or her termination of service). The number of shares to be issued to the director will be determined based on the closing price of a share of the Company on the applicable annual meeting date. These shares will be issued under the Company’s Long Term Incentive Plan. Mr. Ogunlesi and Sir Richard Dearlove each elected to receive the annual cash retainer payable for their service on the Board of Directors during the period from July 1, 2022 to December 31, 2022 in the form of common stock in lieu of cash and each received 4,651 fully vested shares of common stock on June 9, 2022 accordingly.

(2)

Each non-employee director is entitled to receive an annual equity award retainer in the form of service-vesting restricted share units (“RSUs”) granted under our Long Term Incentive Plan with an annual grant date value of $170,000. These grants are made annually on the date of our annual stockholders meeting (or, for new directors who begin serving on the Board on a different date, on such date).The amounts in this column reflect the aggregate grant date fair values of such RSUs, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The actual value, if any, realized by our non-employee directors for these awards is a function of the value of the shares if and when they vest. For additional information on how we account for equity-based compensation, see Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

(3)	Ms. Davis did not stand for re-election to the Board at the 2022 Annual Shareholder Meeting and her service ended at that time.

2023 Proxy Statement | 23

TABLE OF CONTENTS

The following table sets forth the total number of RSUs held by our non-employee directors who held such awards as of December 31, 2022, which are scheduled to vest in June 2023. The vesting of the RSUs granted in 2022 will accelerate on death or disability or upon the occurrence of a change in control.

	Name			Total RSUs (#)
	Sir Richard Dearlove			20,911
	Deanna L. Goodwin			20,911
	Adebayo O. Ogunlesi			20,911
	Steven M. Sterin			20,911
	Roy A. Franklin			20,911

Director Share Ownership Guidelines

The Compensation Committee has established robust share ownership guidelines that are applicable to all of our non-employee directors to ensure that they face the same downside risk and upside potential as our stockholders, thereby further aligning their interests with the long-term interests our stockholders.

Under these share ownership guidelines, each of our non-employee directors is required to own, within five years following his or her first election/appointment to our Board, common shares of the Company having an aggregate value at least equal to five times the value of the annual cash board retainer that such director receives for his or her service on our Board.

Until such time as the director has satisfied his or her minimum ownership requirements, the director is required to retain 100% of the “net shares” received from the settlement of all equity-based awards (i.e., those shares that remain outstanding after the payment of taxes at an assumed 40% tax rate).

Shares owned directly or indirectly (including shares received upon settlement of an equity award) and service-based restricted shares and RSUs that settle in shares are counted for purposes of satisfying our non-employee director share ownership guidelines.

As of December 31, 2022, all of our non-employee directors were in compliance with the share ownership guidelines.

24 |

2023 Proxy Statement

TABLE OF CONTENTS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have not engaged in any transactions since January 1, 2022 with our directors, officers (or our directors’ or officers’ family members), or beneficial owners of more than five percent of our voting securities or their affiliates.

Procedures for Review of Transactions with Related Persons

We have adopted a set of written related-party transaction policies designed to minimize potential conflicts of interest arising from any dealings we may have with our affiliates and to provide appropriate procedures for the disclosure, approval and resolution of any actual or potential conflicts of interest which may exist from time to time. Such policies provide, among other things, that all related-party transactions, including any loans between us

and our affiliates, but excluding compensation arrangements, require approval by our Nominating and Corporate Governance Committee or our Board, after considering all relevant facts and circumstances, including, without limitation, the commercial reasonableness of the terms, the benefit and perceived benefit, or lack thereof, to us, opportunity costs of alternative transactions, the materiality and character of the related party’s direct or indirect interest, and the actual or apparent conflict of interest of the related party, and after determining that the transaction is in, or not inconsistent with, our and our stockholders’ best interests. There have been no related-party transactions since the adoption of related-party transaction policies where such policies were not followed.

2023 Proxy Statement | 25

TABLE OF CONTENTS

STOCK OWNERSHIP MATTERS

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, officers and persons who beneficially own more than 10% of our common shares to file initial reports of ownership on Form 3 and reports of changes of ownership on Forms 4 and 5 with the SEC. These officers, directors and 10% beneficial owners are also required to furnish us with copies of all Section 16(a) forms that they file. Specific due dates for these reports have been established by

regulation, and we are required to report in this Proxy Statement any failure to file by these dates during 2022.

To our knowledge, based solely on our review of the copies of such forms received by us, we believe that all Section 16(a) filing requirements applicable to our officers, directors and 10% beneficial owners have been complied with for 2022.

Security Ownership of Management and Certain Beneficial Owners

The following table sets forth certain information with respect to the beneficial ownership of our common shares, on a fully diluted basis, as of March 8, 2023, for:

■	each of our named executive officers;

■	each of our directors;

■	each of our director nominees;

■	all of our executive officers and directors as a group; and

■	each stockholder known by us to be the beneficial owner of more than 5% of our issued and outstanding common shares.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment

power with respect to the securities. Percentage of ownership is based on 459,589,044 common shares issued and outstanding on March 8, 2023. The information in the table below concerning security ownership of beneficial owners is based on filings made by such persons with the SEC.

Except as indicated in the footnotes to the table below, we believe that the stockholders named in this table have sole voting and investment power with respect to all common shares shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer listed is: 8176 Park Lane, Suite 500, Dallas, Texas 75231.

26 |

2023 Proxy Statement

TABLE OF CONTENTS

Name of Beneficial Owner	Number of Shares Beneficially Owned⁽¹⁾	Percentage of Shares Beneficially Owned
Named Executive Officers
Andrew G. Inglis	2,505,523	*
Neal D. Shah	761,536	*
Christopher J. Ball	1,081,518	*
Richard R. Clark	727,356	*
Jason E. Doughty	1,028,968	*
Directors
Sir Richard Dearlove	112,704	*
Roy A. Franklin	31,098	*
Deanna L. Goodwin	165,657	*
Adebayo O. Ogunlesi	1,630,305	*
Steven M. Sterin	197,269	*
Maria Moræus Hanssen	0	*
J. Mike Stice	0	*
Sir John Grant	0	*
All directors, nominees and executive officers as a group (13 individuals)	8,241,934	1.79%
Five Percent Stockholders
FMR LLC⁽²⁾	68,381,177	14.88%
BlackRock, Inc.⁽³⁾	37,478,854	8.15%
State Street Corporation⁽⁴⁾	24,195,704	5.26%

The percentage of shares beneficially owned is based on 459,589,044 of our common shares outstanding as of March 8, 2023.

*	Less than one percent.

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

(2)

Based on a Schedule 13G/A filed on February 9, 2023, FMR LLC (“FMR”) exercises sole voting power over 64,659,372 shares and sole dispositive power over 68,381,177 shares. FMR’s beneficial ownership reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR, certain of its subsidiaries and affiliates, and other companies. The address for FMR is 245 Summer Street, Boston, Massachusetts 02210.

(3)	Based on a Schedule 13G/A filed on February 3, 2023, BlackRock, Inc. (“BlackRock”) exercises sole voting power over 36,957,193 shares and sole dispositive power over 37,478,854 shares. The address for BlackRock is 55 East 52nd Street, New York, New York 10055.

(3)

Based on a Schedule 13G filed on February 3, 2023, State Street Corporation (“State Street”) exercises shared voting power over 23,793,298 shares and shared dispositive power over 24,195,704 shares. The address for State Street is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.

2023 Proxy Statement | 27

TABLE OF CONTENTS

PROPOSAL 2

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 and to authorize the Company’s Audit Committee of the Board of Directors to determine their remuneration

Ernst & Young LLP has served as our independent registered public accounting firm since 2011 and of our predecessor, Kosmos Energy Holdings, since 2003, and has provided to us certain audit services, audit-related services and tax services during that time.

The Audit Committee has recommended reappointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The Board is asking stockholders to ratify such appointment and the authority of the Audit Committee to determine their remuneration. Stockholder ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm is not required by applicable laws, the Company’s Bylaws or otherwise. The Board of Directors, however, is submitting the appointment of the stockholders for ratification as a matter of good corporate governance practice. If an auditor is not appointed by stockholders at the annual stockholders meeting, Ernst & Young LLP, as the incumbent independent registered public accounting firm, will continue in office until a successor is appointed in accordance with Delaware law and the Company’s Bylaws. The affirmative vote of the holders of a majority of the votes cast at the annual stockholders meeting, at which a quorum is present, is required to approve the appointment and the authorization of the Audit Committee to set their remuneration.

Representatives of Ernst & Young LLP will not be present at the annual stockholders meeting.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Fees Paid to Independent Auditors

The following table presents aggregate fees billed to us for the years ended December 31, 2022 and 2021, for professional services rendered by Ernst & Young LLP, our principal accountant:

	2021	2022
Audit fees	$1,922,985	$2,092,207
Audit-related fees	$263,150	$157,000
Tax fees	$135,428	$180,527
All other fees	$323,317	$252,774
Total fees	$2,644,879	$2,682,508

Audit Fees. Audit fees consisted of fees billed by Ernst & Young LLP for professional services rendered in connection with audits of the Company’s and certain of its subsidiaries’ financial statements and internal controls over financial reporting, quarterly reviews of our consolidated financial statements, as well as certain audit-related accounting consultations.

Audit-Related Fees. Audit-related fees consisted of costs incurred related to SEC-related accounting consultations and certain attestation and agreed upon procedures.

Tax Fees. Tax fees consisted of costs incurred related to tax compliance services and consultations on various tax issues.

All Other Fees. For 2022 and 2021, all other fees consisted of costs incurred related to Ernst & Young LLP’s independent review of the data included in the Company’s Sustainability Report and access to Ernst & Young LLP’s online research services.

28 |

2023 Proxy Statement

TABLE OF CONTENTS

Pre-Approval Policies and Procedures

Our Audit Committee has established procedures for pre-approval of audit and non-audit services as set forth in the Audit Committee charter, subject to stockholder approval if necessary, under Delaware law. The Audit Committee’s charter is available under the Corporate Governance link on the Investors’ page of our website at www.kosmosenergy.com. The

information on our website is not incorporated by reference into this Proxy Statement. The Audit Committee pre-approves all services performed by Ernst &Young LLP and discloses such fees above. The Audit Committee considers whether the provision of the services disclosed above is compatible with maintaining Ernst & Young LLP’s independence.

Vote Required

The affirmative vote of a majority of the votes cast at the annual stockholders meeting, at which a quorum is present, is required to approve Proposal 2. Abstentions shall not be treated as votes cast, although they will be counted for purposes of determining whether a quorum is present.

Stockholders are being asked to vote on the following resolution:

“RESOLVED, that the Company’s stockholders ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 and authorize the Audit Committee of the Company to determine their remuneration.”

Recommendation

FOR

The Board recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023 and to authorize the Audit Committee to determine their remuneration. If not otherwise specified, proxies will be voted “FOR” Proposal 2.

2023 Proxy Statement | 29

TABLE OF CONTENTS

AUDIT COMMITTEE REPORT

Notwithstanding anything to the contrary set forth in any of our filings under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, that might incorporate future filings, including this Proxy Statement, in whole or in part, the Compensation Committee Report herein and the Audit Committee Report included herein shall not be deemed to be “Soliciting Material,” are not deemed “filed” with the SEC and shall not be incorporated by reference into any filings under the Securities Act or Exchange Act whether made before or after the date of this Proxy Statement and irrespective of any general incorporation language in such filings.

The Audit Committee of the Board currently consists of four non-employee independent directors: Mr. Sterin, Mr. Franklin, Mr. Stice and Ms. Moræus Hanssen.

Management is responsible for the Company’s system of internal controls and the financial reporting process. The independent accountants are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and to issue a report thereon. The Audit Committee is responsible for monitoring (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the performance of the Company’s internal audit function and (4) the qualifications, independence and performance of the Company’s independent auditor.

The Audit Committee has reviewed and discussed with the Company’s management and the independent accountants the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Audit Committee discussed with the independent accountants matters required to be discussed by the Rules of the Public Company Accounting Oversight Board (“PCAOB”), including Auditing Standard No. 16, “Communications with Audit Committees,” as amended, and the SEC.

The Company’s independent accountants also provided to the Audit Committee the written disclosure required by applicable requirements of the PCAOB regarding independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent accountants that firm’s independence.

Based on the Audit Committee’s discussions with management and the independent accountants, and the Audit Committee’s review of the representation of management and the report of the independent accountants to the Audit Committee, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC.

Respectfully submitted by the Audit Committee of the Board,

Steven M. Sterin, Chair

Roy A. Franklin

Deanna L. Goodwin

30 |

2023 Proxy Statement

TABLE OF CONTENTS

PROPOSAL 3

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

At our 2018 annual stockholders meeting, a majority of our stockholders voted, on a non-binding, advisory basis, to hold a non-binding, advisory vote on named executive officer compensation every year. Consistent with this recommendation by our stockholders, the Company intends to submit an annual non-binding, advisory vote on the compensation of the Company’s named executive officers until the next vote on the frequency of the stockholder non-binding, advisory vote on named executive officer compensation. Accordingly, as required by Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to cast a non-binding, advisory vote on the 2022 compensation of our named executive officers as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures.

As described in detail in this Proxy Statement under “Executive Compensation—Compensation Discussion and Analysis,” we seek to pay our named executive officers for performance, to closely align the interests of our named executive officers with the interests of our stockholders and to attract, retain and motivate top talent. Please refer to the Compensation Discussion and Analysis, the compensation tables and the other narrative compensation-related disclosures of this Proxy Statement for a detailed discussion of our executive compensation principles and practices and the 2022 compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather our overall executive compensation principles and practices and the 2022 compensation of our named executive officers.

To help ensure that all stockholders views are well understood by the Board, we also encourage stockholders to use any of a number of direct communication mechanisms to effectively raise specific issues or concerns regarding our executive compensation principles and practices (see “Board of Directors, Board Meetings and Committees—Communications with the Board” above).

At our 2024 annual stockholders meeting, we intend to again provide our stockholders with the opportunity to vote, on a non-binding, advisory basis, for their preference on how frequently we should seek future non-binding, advisory votes on the compensation of our named executive officers.

Vote Required

The affirmative vote of a majority of the votes cast at the annual stockholders meeting, at which a quorum is present, is required to approve Proposal 3. Abstentions shall not be treated as votes cast, although they will be counted for purposes of determining whether a quorum is present.

Stockholders are being asked to vote on the following resolution:

“RESOLVED, that the Company’s stockholders approve, on a non-binding, advisory basis, the compensation of the Company’s executive officers named in the Summary Compensation Table, as disclosed pursuant to Item 402 of Regulation S-K (which disclosure includes the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative).”

Although the vote on this proposal is advisory and, therefore, is not binding, the Compensation Committee will carefully consider the stockholder vote on this matter, including whether any actions will be necessary to address the concerns, if any, of our stockholders.

Recommendation

FOR

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

2023 Proxy Statement | 31

TABLE OF CONTENTS

PROPOSAL 3

EXECUTIVE OFFICERS

Our executive officers are designated by, and serve at the discretion of, our Board of Directors. Our executive officers are as follows:

Andrew G. Inglis
Chairman and Chief Executive Officer
	Age: 64	Mr. Inglis has served as our Chairman and Chief Executive Officer since March 1, 2014. Mr. Inglis joined Kosmos from Petrofac Ltd., a leading provider of oilfield services to the international oil and gas industry, principally engaged in the design of oil and gas infrastructure, the operation, maintenance and management of oil and gas assets and the training of personnel on a worldwide basis. At Petrofac, Mr. Inglis held the position of Chief Executive, Integrated Energy Services and was a member of the Petrofac board of directors. Prior to joining Petrofac in January 2011, Mr. Inglis served BP p.l.c for 30 years in a number of positions, including most recently as Executive Director on the BP board of directors from 2007 to 2010 and as Executive Vice President and Deputy Chief Executive of exploration and production from 2004 to 2007. Mr. Inglis received a Master’s degree in Engineering from Pembroke College, Cambridge University. He is a Chartered Mechanical Engineer, a Fellow of the Institution of Mechanical Engineers and a Fellow of the Royal Academy of Engineering.

Neal D. Shah
Senior Vice President and Chief Financial Officer
	Age: 38	Mr. Shah became Chief Financial Officer in May 2020. As Deputy Chief Financial Officer from November 2019 to May 2020, Mr. Shah led finance, treasury, investor relations, information technology and internal audit for the Company. He joined Kosmos in 2010, serving in a series of roles of increasing responsibility in finance, treasury, investor relations and international operations as head of the Equatorial Guinea business unit. Before Kosmos, Mr. Shah was an investment banker at Morgan Stanley assisting oil and gas companies. Mr. Shah earned his bachelor’s degree with honors in finance from the University of Texas at Austin.

Richard R. Clark
Senior Vice President and Head of Gulf of Mexico Business Unit
	Age: 67	Mr. Clark became our Senior Vice President and Head of Gulf of Mexico Business Unit on September 14, 2018, upon the closing of the Deep Gulf Energy (“DGE”) Transaction. Mr. Clark was a founder of DGE and served as its President until its acquisition. More than 20 of his 36 years in the energy business have been focused in the deepwater Gulf of Mexico. In 1996, he was one of the founders of Mariner Energy, Inc., serving as Executive Vice President and a board member until 2004. Mr. Clark has a Mechanical Engineering degree from the University of Tennessee at Chattanooga. He launched his career at Shell Offshore in 1979.

32 |

2023 Proxy Statement

TABLE OF CONTENTS

PROPOSAL 3

Christopher J. Ball
Senior Vice President and Chief Commercial Officer
	Age: 55	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: 58	Mr. Doughty has served as our General Counsel since September 2011. Mr. Doughty spent more than 11 years with ConocoPhillips in various leadership roles, including serving as Deputy General Counsel, Americas Exploration and Production. During his tenure with ConocoPhillips, he was responsible for the company’s commercial litigation and international arbitration efforts, the Lower 48 and Latin America E&P legal group and the Indonesia legal group. Previously, Mr. Doughty was an attorney with ExxonMobil in Houston and a commercial litigation attorney in private practice in Santa Fe, New Mexico. He earned a Juris Doctor from the University of Houston Law Center, a Master’s degree in Business Administration from the University of Texas at Austin and a Bachelor of Science in Finance from Louisiana Tech University. He is a member of the State Bar of Texas.

Ronald W. Glass
Vice President and Chief Accounting Officer
	Age: 45	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.

2023 Proxy Statement | 33

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation philosophy, process and objectives and the elements of our 2022 compensation program for our named executive officers and gives the context for understanding and evaluating the compensation information contained in the tables and related disclosures that follow.

The table below sets forth our named executive officers for 2022:

	Name			Title
	Andrew G. Inglis			Chairman and Chief Executive Officer
	Neal D. Shah			Senior Vice President and Chief Financial Officer
	Christopher J. Ball			Senior Vice President and Chief Commercial Officer
	Richard R. Clark			Senior Vice President and Head of Gulf of Mexico Business Unit
	Jason E. Doughty			Senior Vice President and General Counsel

Executive Summary

Our executive compensation program is designed to link pay to performance, encourage prudent decision-making and risk management, and create a balanced focus on short-term and long-term performance and stockholder value creation. In the dynamic and competitive environment in which we operate, it is imperative that we maintain an executive compensation program that attracts, motivates and retains highly experienced individuals who are critical to successfully delivering our business plan and yielding industry-leading results.

Our executive compensation program consists of three key elements: (1) base salary, (2) annual cash incentive awards and (3) long-term equity incentive awards.

Consistent with our pay-for-performance philosophy, we award a majority of the compensation for our executives in the form of “at-risk” annual cash incentive awards and long-term equity incentive awards that pay out based on achievement of rigorous performance metrics, both of which directly tie our executives’ pay to Company performance.

We believe that our executive compensation program effectively encourages our named executive officers to deliver strong financial and operational results that position the Company for future value creation for our stockholders, including the strategic priorities the Company successfully achieved over the past year.

In 2022, the oil industry and our business continued to face significant challenges, including inflationary

pressures related to the COVID-19 pandemic, as well as other varying macroeconomic conditions, such as the impacts of Russia’s invasion of Ukraine and the effects it has on the oil and gas industry as a whole, including increased volatility with respect to oil, natural gas and NGL prices. Despite these challenges, our experienced management team was able to perform strongly against our peer companies. This performance was driven by our differentiated strategy of pursuing high-graded, low cost, lower carbon growth opportunities, focused on near term infrastructure-led oil exploration and longer term gas and LNG developments. Management’s ongoing focus on disciplined capital allocation enabled investment in these compelling growth projects, with expected production growth of around 50% from 2022 to 2024, alongside continued debt paydown (>$400 million in 2022), which further enhances the financial resilience of the company.

We believe that our compensation program continues to strike the appropriate balance between short-term and long-term incentives for our management team. Going forward, we remain focused on effective ways to maximize retention and stockholder alignment with the goal of ensuring that our compensation decisions align with investor expectations. In that regard, we expect to continue our practice of delivering a significant portion of our executives’ overall compensation in the form of long-term equity incentive awards, which we believe are a critical tenet of our pay-for-performance philosophy and align our executives’ interests with those of our stockholders.

34 |

2023 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

The key elements of our executive compensation program for 2022 are set forth below. For additional details on the elements of our executive compensation program, see “—Elements of our Executive Compensation Program” below.

2022 Business Highlights

2022 was a year of operational and financial delivery for Kosmos which saw continued progress in the execution of the company’s differentiated strategy. We remained dedicated to increasing future long-term value for our stockholders by focusing on the delivery of key strategic priorities during the year: (1) conducted safe and reliable operations across the portfolio; (2) delivered robust production performance; (3) advanced Phase 1 of the Tortue LNG project in Mauritania & Senegal to approximately 90% complete at year end, as well as advancing our other important development projects at Jubilee Southeast in Ghana and Winterfell in the U.S Gulf of Mexico; and (4) strengthened our balance sheet, improved liquidity and achieved our year end leverage target of <1.5x.

In that regard, we have highlighted below key safety, financial and operational results for 2022 that we believe position the Company for ongoing value creation.

Safety

■	Delivered best-in-class safety performance with zero lost time or recordable incidents

while employing approximately 1.0 million man hours on Kosmos operated activities.

2023 Proxy Statement | 35

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Financial

■	Record revenue of approximately $2.3 billion and correspondingly robust EBITDAX

■	Generated strong free cash flow

■	Reduced debt by over $400 million, which helped to achieve target leverage of 1.5x by year end

■	Continued to strengthen the balance sheet, increasing liquidity to around $1 billion at year end

■	Completed payback on the acquisition of OXY’s interests in Ghana in approximately 14 months

Operational

■	Total production from the Company’s three production hubs in Ghana, Gulf of Mexico, and Equatorial Guinea of approximately 64,000 barrels of oil equivalent per day, in line with company guidance for the year

■	Progressed Phase 1 of the Greater Tortue Ahmeyim project to approximately 90% complete at year-end 2022, with several key milestones achieved during the year

■	In Ghana, we drilled three wells in Jubilee Southeast with positive initial results

■	2P reserve base of approximately 550 million barrels of oil equivalent at year-end of 2022, with a reserves to production life of over 20 years (107% organic reserves replacement)

■	Continued ESG progress was recognized by MSCI, a leading ESG rating agency, with its highest AAA rating

2022 Key Compensation Decisions

We believe our executive compensation program provides effective incentives to our named executive officers to lead the Company to achieve industry-leading strategic, financial and operational performance and to position the Company for future value creation for our stockholders.

With the help of its external, independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), our Compensation Committee carefully considered the relevant external and internal economic and business factors affecting named executive officer pay for 2022.

Our Compensation Committee awarded the majority of named executive officer compensation opportunity in the form of “at-risk”, performance-based compensation. This strategy recognizes the evolution of the Company, the volatile state of the oil and gas industry, and the competitive market for talented executives. Through this strategy, our named executive officers remain strongly aligned with the long-term interests of our stockholders.

After a comprehensive review and evaluation of our executive compensation program, the Compensation Committee made the following key executive compensation decisions for 2022, all of which were

focused on strong performance accountability that directly links pay with performance, while ensuring that we remain competitive for attracting and retaining key talent.

■

Base Salaries: In early 2022, 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 4.5% based on a review of recent market data, inflation and their future anticipated contributions to the Company’s success.

■

Annual Cash Bonuses: Following the end of the 2022 performance year, based on the Company’s achievement of certain key KPIs and significant other successes, we awarded 2022 annual cash bonuses to our named executive officers at or above target performance levels. See “—Analysis of 2022 Executive Compensation Decisions—Annual Cash Bonus” below for more details.

■	Annual Equity Awards: In January 2022, consistent with the Compensation Committee’s historical pay for performance philosophy, we granted approximately 2/3 of our named executive officers’ equity

36 |

2023 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

incentive awards in the form of performance-vesting restricted share unit (“PSU”) awards, with approximately the remaining 1/3 granted in the form of service-vesting restricted share unit

(“RSU”) awards.

See “—Analysis of 2022 Executive Compensation Decisions—Equity Awards” below for more details.

Compensation Philosophy

Compensation Objectives

Our executive compensation program is designed to:

■	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

portion of the executives’ compensation in the form of long-term equity-based awards granted under our Long Term Incentive Plan (“LTIP”); and

■	motivate and reward our executives to manage our business to meet our long-term objectives and increase stockholder value.

Compensation Practices

We follow sound compensation practices to support our compensation objectives and align our executive compensation program with the interests of our stockholders.

Elements of Our Executive Compensation Program

Since our inception, our executive compensation program has consisted primarily of base salaries, annual cash bonuses and long-term equity incentive awards. For each of these elements, we take into account the practices of our industry peers. We expect that these will remain the principal elements of our executive compensation program going forward—although the relative proportions of each element, and the specific plan and award designs, will continue to evolve to support the strategy of the Company. Each element of our executive compensation program is described in more detail as follows:

Element		Objective and Basis
Variable Compensation	Equity incentive awards	■	Link interests of executive officers and stockholders, as the ultimate value realized depends on share price performance over the long term.
		■	Require comparable or superior share performance relative to industry peers.
		■	Encourage retention due to the multi-year service condition.
	Annual cash bonus	■	Motivate and reward Company and individual performance for the year.
	Annual cash bonus	■	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.

2023 Proxy Statement | 37

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Element		Objective and Basis
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.
Fixed Compensation		■	A basic fixed component, which comprises a relatively modest portion of overall compensation.
Employee Benefits	Retirement Plans	■	We do not provide any supplemental executive defined benefit retirement plans.
		■	Our executive officers are eligible to participate in our 401(k) plan on the same basis as our employees generally.
	Health and Welfare Benefits	■	Our named executive officers (along with other employees at the level of Vice President and above) are entitled to the same health and welfare benefits during employment that are offered to U.S.-based employees generally, except that they are also entitled to executive long-term care, executive supplemental disability income insurance, up to $5,000 reimbursement for financial planning services and payment of premiums for executive life insurance. Our Senior Vice Presidents and above (which includes our named executive officers) are also entitled to annual executive physicals.

Base salaries represent a relatively modest percentage of total compensation. Our executives have the opportunity to earn a significant portion of their compensation in the form of variable (or “at-risk”) incentive compensation. The portion of each compensation element as a percentage of total direct compensation paid in respect of 2022 to our CEO and the average of such compensation paid to our other named executive officers was as follows:

38 |

2023 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Executive Compensation Procedures

Role of the Compensation Committee

Our Compensation Committee is responsible for the approval, evaluation and oversight of our executive officer compensation and equity incentive compensation plans, policies and programs. Compensation Committee members discuss compensation matters with each other outside regularly scheduled meetings. The Compensation Committee may delegate its authority to subcommittees or the Chair of the Compensation Committee when it deems it appropriate and in the best interests of the Company. The Compensation Committee may also delegate to one or more officers of the Company the authority to make equity grants to employees other than our executive officers under the LTIP. As Chair of the Compensation Committee, Mr. Ogunlesi reports to the full Board regarding compensation matters.

The Compensation Committee meets outside the presence of our Chief Executive Officer and our other named executive officers to consider the appropriate

compensation for our Chief Executive Officer. The Compensation Committee analyzes the performance of our Chief Executive Officer and determines his base salary, any annual cash bonus and any grant of equity-based awards. For all other named executive officers, the Compensation Committee meets outside the presence of the named executive officers, except our Chief Executive Officer. Our Chief Executive Officer reviews the performance of each named executive officer (other than himself) with the Compensation Committee and makes recommendations to the Compensation Committee on the appropriate base salary, any annual bonus and any grant of equity-based awards. Our Chief Executive Officer has no role in the decision-making process for determining his compensation. For more on the Compensation Committee’s responsibilities, see “Board of Directors, Board Meetings and Committees—Committees of the Board of Directors—Compensation Committee” above.

Role of Compensation Consultant

Since 2011, the Compensation Committee has engaged Meridian to provide independent advice on executive compensation trends and issues, compensation practices within the oil and gas industry, and the design and structure of our executive compensation programs. Meridian has also provided similar information and input regarding outside director compensation.

Meridian reports directly and exclusively to the Compensation Committee, and at the Compensation Committee’s direction Meridian works with management to review or prepare materials for the Compensation Committee’s consideration. Meridian did not provide any other services to the Company or our management in 2022. Meridian participated in several conversations with the Compensation Committee and Committee Chair in 2022 and early 2023 and developed materials for the Compensation Committee’s consideration at meetings.

Meridian provided current information on industry compensation trends and practices and their

application to Kosmos for the Company and the Compensation Committee to consider regarding compensation levels and incentive compensation design. Meridian provided an update to the Compensation Committee concerning recent executive compensation trends in the oil and gas exploration and production industry as context for the Compensation Committee’s annual compensation review.

For 2022, Meridian provided the Compensation Committee with information necessary for an evaluation of its independence in accordance with Section 10C-1 of the Exchange Act to determine whether a potential conflict of interest might arise in connection with advising the Compensation Committee. After reviewing the information provided, the Compensation Committee concluded that the advice provided by Meridian is independent and no conflicts or potential conflicts of interest exist.

2023 Proxy Statement | 39

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Compensation Benchmarking

The Compensation Committee occasionally uses industry peer compensation data as a reference for pay levels and practices and considers such data relevant to, but not determinative of, its consideration of overall executive compensation matters.

In 2022, Meridian referenced compensation data collected in its proprietary industry survey of 38 North American exploration and production companies, and policies and practices researched across the industry in general. For a list of the surveyed companies, see Annex A to this Proxy Statement.

The Compensation Committee has noted that surveyed industry companies vary in size and scope, operate in different geological basins and generally have less focus on deepwater operations than does Kosmos. In general, Kosmos competes with these companies for talent, and the Committee believes that they are currently appropriate for executive compensation comparison. When considering executive compensation decisions, the Committee takes into consideration the differences and similarities between Kosmos and any data from the surveyed companies.

Advisory Vote to Approve Named Executive Officer Compensation

At our 2022 annual stockholders meeting, approximately 98% of votes cast, on an advisory basis, were in favor of our named executive officer compensation. As such, the Compensation Committee believes that our stockholders are largely satisfied with our existing named executive officer compensation program. Based on this result and our ongoing review of our compensation policies and decisions, we believe that our existing compensation program effectively aligns the interests of our named executive officers with stockholder interests and our long-term goals.

Nevertheless, we continually consider ways to modify our executive compensation program to strengthen this alignment of interests.

Our stockholders will have an opportunity again this year to vote, on an advisory basis, on our named executive officer compensation. The Compensation Committee will carefully consider the results of this year’s stockholder vote, along with all stockholder views on our compensation programs that are communicated to us, when making future compensation decisions for our named executive officers.

Analysis of 2022 Executive Compensation Decisions

Equity Incentive Awards

Equity Compensation Overview

Our equity compensation program is designed to align our executives’ interests with those of our stockholders by motivating our executives to contribute significantly to the Company’s success and to create long-term stockholder value. We believe that a performance-driven, team-based culture is crucial to our future success. Therefore, we grant equity awards to all of our U.S.-based employees to align their interests with those of our stockholders and to expose them to the same upside and downside risks as our stockholders.

We have historically granted equity awards under our LTIP in the form of RSUs and PSUs. We believe that these equity awards incentivize our employees to work toward our continued success and motivate their retention with the Company. The awards align the interests of our employees with those of our stockholders, as the ultimate value received depends on the share price on the vesting date and, in the case of PSUs, the level of attainment of the multi-year relative total shareholder return (TSR) performance

goal. In addition, while grants of RSUs do not have explicit performance-vesting conditions, due to the nature of the risks of the industry in which we operate, the ultimate value realized from RSUs depends significantly on our future operating performance and increases in our share price.

We typically grant equity awards as part of our annual and new hire equity grant process. Our Compensation Committee grants annual equity awards in January of each year, which enables our Compensation Committee to make comprehensive compensation decisions for our executives after the end of each year (contemporaneous with decisions regarding the payment of annual bonuses and any base salary adjustments).

All of the outstanding equity awards held by our named executive officers are subject to our Compensation Recoupment Policy (discussed in more detail in “—Compensation Recoupment Policy” below).

40 |

2023 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

2022 Annual Equity Awards

The Compensation Committee’s overall approach to equity incentive compensation in 2022 continued to place a strong emphasis on pay for performance by granting a significant portion of equity incentive awards in the form of PSUs that are subject to achievement of a three-year relative TSR performance goal, which the Compensation Committee believes closely aligns our named executive officers’ interests with those of our stockholders and complements the KPIs used for purposes of determining payouts under our 2022 annual cash bonus program.

In 2022, we granted annual equity awards to our named executive officers, with approximately 2/3 of such annual equity awards granted in the form of PSUs and approximately 1/3 granted in the form of RSUs.

RSUs. RSUs are inherently aligned with the interests of our stockholders because their ultimate value is directly linked to future appreciation in our share price. RSUs also increase the retentive value of our overall executive compensation program. The annual RSU awards granted to our named executive officers in 2022 vest one-third each year over three years based on continued service.

PSUs. The PSUs granted in 2022 vest at the end of a three year performance period (as specified below) based on achievement of a specified relative TSR performance goal. The attainment of the

performance condition will be determined at the end of the three-year performance period based on our TSR as compared to the TSR of a specified group of industry “performance peer” companies (listed below).

Achievement of the TSR performance goal is fixed for both the top two and bottom two TSR ranking positions. For all other TSR ranking positions, the performance condition attainment will be interpolated based on the Company’s TSR performance relative to the difference between the TSR of the second best and second worst performing peer companies. For these purposes, TSR will continue to be determined as the percentage by which the average closing price of a share of Kosmos or a share of a performance peer company on each of the 30 trading days ending on the last day of the performance period is more or less than the average closing price of the share on each of the 30 trading days ending on the first day of the performance period, plus the amount of any dividends or distributions that are declared during the performance period. The Compensation Committee believes this structure ensures that payouts of PSU awards accurately reflect relative performance that considers the size of absolute differences between our TSR and the TSR of the performance peer companies beyond just percentile rank.

The performance goal for the performance awards granted to our named executive officers in 2022 will be attained based on the ranking of our TSR performance and the TSR itself relative to the TSR of our peer companies during the performance period commencing January 3, 2022 and ending January 3, 2025, as follows:

	Relative TSR (Ranking)			Performance Goal Attainment
	1^st (highest)			200%
	2^nd highest			175%
	3^rd highest – 3^rd lowest (“Middle Zone”)			*
	2^nd 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 2^nd highest ranking and the TSR of the performance peer company with the 2^nd lowest ranking. If there are less than four performance peer companies on the last day of the performance period, the Compensation Committee will make such adjustments to the composition of the Middle Zone as it deems necessary or appropriate.

To the extent that the performance goal is attained above the 100% target performance level, our Compensation Committee, in its sole discretion, may provide for settlement of any such above-target portion of the PSU awards in cash in lieu of shares. This discretion to settle the PSUs in cash is intended to provide our Compensation Committee flexibility to preserve shares under the LTIP for future new hire and annual equity awards and to reduce dilution to stockholders.

2023 Proxy Statement | 41

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

The eight industry performance peer companies for PSUs granted to our named executive officers in 2022 are listed below. Unless otherwise determined by the Compensation Committee, if a peer company is no longer publicly traded on the last day of the performance period, it will be removed from the group of performance peers and will not be replaced. These companies were selected because they are the oil and gas exploration and production companies most like Kosmos in terms of geographic reach, development stage, and who potentially compete with the Company for executive talent.

	2022 PSUs: Performance Peer Companies
	Africa Oil Corp.			Aker BP ASA
	Capricorn Energy plc			Genel Energy plc
	Harbour Energy Plc			Murphy Oil Corporation
	Talos Energy Inc.			Tullow Oil plc

To receive any payout under the RSUs and PSUs, our named executive officers and other employees generally must remain employed with us through the vesting date and, in the case of PSUs, the TSR performance condition must be satisfied. However, the awards are subject to accelerated vesting under specified circumstances (see “2022 Compensation—Potential Payments Upon Termination or Change in Control” below). Our outstanding equity awards generally vest on a “double-trigger” basis in connection with a change in control—i.e., the awards

accelerate in connection with a change in control if a qualifying termination of employment occurs on or within one year after the change in control—which we believe further aligns our equity compensation program with the interests of our stockholders. Our CEO has certain enhanced protections for his equity awards in connection with a change in control, as described in more detail in “2022 Compensation—Potential Payments Upon Termination or Change in Control—Equity Awards” below.

For details on the outstanding equity awards granted to our named executive officers in 2022 and prior years, including the numbers of shares, dollar values, vesting schedules and acceleration and forfeiture provisions, see the tables and narrative under “2022 Compensation” below.

2020 PSU Award Payouts

The three-year performance period applicable to the PSUs granted to each of our NEOs on January 31, 2020 concluded on January 2, 2023 and resulted in a payout level at 143.1% of target. In connection with the discretion provided to it under the 2020 PSU awards, the Compensation Committee determined to settle the above-target portion of the 2020 PSUs in cash in order to preserve shares under the LTIP for

future new hire and annual equity awards and to reduce dilution to stockholders. Accordingly, upon settlement of the 2020 PSUs, Mr. Inglis received 301,500 shares and $1,027,881, Mr. Shah received 100,500 shares and $342,630, Mr. Ball received 146,875 shares and $500,727, Mr. Clark received 146,875 shares and $500,727 and Mr. Doughty received 106,000 shares and $361,376.

Annual Cash Bonuses

Each year, the Compensation Committee establishes an annual cash bonus program for eligible employees (including our named executive officers). The base bonus pool under the annual cash bonus program is determined by reference to the aggregate amount of each eligible employee’s target bonus opportunity. The actual bonus pool is determined by the Compensation Committee based on its holistic quantitative and qualitative assessment of the level of achievement of Company “key performance indicators” (which we refer to as “KPIs”), as well as overall Company financial and operating performance. The KPIs, which are all weighted equally for performance and bonus determinations, are established by the Compensation

Committee at the beginning of each year and are derived from our strategic and operational plan and demonstrate year-over-year improvement. Actual individual bonus amounts are then determined by the Compensation Committee based on its review and assessment of individual performance (taking into account our Chief Executive Officer’s assessment of individual performance of each executive, other than himself). The bonus range for each named executive officer was 0% − 200% of the executive officer’s target bonus opportunity. For information on each of our named executive officers’ target and maximum annual

42 |

2023 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

bonus opportunity established by the Compensation Committee at the beginning of 2022, see the “2022 Grants of Plan Based Awards” table below.

The base bonus pool for each performance year (which we refer to as the “Base Bonus Pool”) is determined with reference to the aggregate target bonus of all bonus eligible employees. The actual bonus pool available for bonus payments with respect to all employees of the Company for the applicable performance year (which we refer to as the “Actual Bonus Pool”) may be funded up to 120% of the Base Bonus Pool if all KPIs are achieved, as determined by our Compensation Committee based on its quantitative and qualitative assessment of the level of achievement of the KPIs and overall Company financial and operating performance. Actual individual bonus amounts payable to our named executive officers were

then determined based on the Compensation Committee’s review and assessment of the individual performance (taking into account our Chief Executive Officer’s assessment of individual performance of each executive, other than himself). The actual aggregate amount of cash bonuses paid to all of our employees, including our current named executive officers, for any performance year cannot exceed the Actual Bonus Pool approved by our Compensation Committee for such year.

In January 2023, the Compensation Committee reviewed a comprehensive report prepared by management summarizing the Company’s performance against the pre-established 2022 KPIs and the Company’s strategic, financial, exploration, development and production performance.

2023 Proxy Statement | 43

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

The KPIs for the 2022 performance year, as assessed by the Compensation Committee in January 2023, are set forth in the table below.

2022 Key Performance Indicators
KPI	Level of Achievement	Commentary
Building a Sustainable Business – ESG Goals
Zero anticorruption violations	Achieved	Continued to satisfy anticorruption compliance requirements via proactive diligence and training, and constant compliance vigilance.
Deliver Health, Safety, Environment and Sustainability (HSES) plan targets	Exceeded	Delivered all five HSES plan targets, and exceeded safety goals with zero lost time or recordable incidents.
Further establish Kosmos credentials as a leader in sustainability through enhanced transparency and clear targets ■ Publish a TCFD-aligned Sustainability Report in 1H 2022 ■ Operated and Non-Operated Scope 1 and 2 emissions – develop pathway to accelerate delivery of net zero gross operated emissions target and develop approach to verify and set an equity emissions reduction target ■ Scope 3 emissions – Conduct materiality assessment of Scope 3 categories, calculate material Scope 3 emissions, determine projected Scope 3 emissions impact of Tortue and potential portfolio changes out to 2030, consider Scope 3 targets, including an intensity reduction target	Achieved	2021 Sustainability Report published in May 2022. Developed pathway to accelerate delivery of net zero gross operated emissions target by securing sufficient quality carbon offsets to maintain Neutrality through 2030 (based on the Company’s current Long Range Plan) and developed an approach to verify and set an equity emissions reduction target. All assessments, calculations and projections completed. Targets for equity emissions developed and expected to be announced in the Company’s 2022 Sustainability Report due to be published in 2023
Enhance the well-being and engagement of our staff (as measured through the Work Force survey)	Achieved	Improved the well-being and engagement of our staff as evidenced by our improved annual Work Force survey scores for these areas.

44 |

2023 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Deliver Operational Milestones
Ghana Business Unit	Maximize production and optimize voidage replacement from sustained gas export and water injection reliability	Achieved	Maximized production performance and optimized voidage replacement through high facilities uptime from both fields.
	Ensure Jubilee South East development remains on-time and on-budget to deliver production growth in 2023	Achieved	Jubilee South East development remained on track to deliver first production in mid-2023 and within budget.
	Support operator in delivery of the Tullow-led operating model for the Jubilee FPSO without impact to safety and operational delivery	Achieved	Handover of Operating and Maintenance (O&M) management on the Jubilee FPSO from MODEC to Tullow safely completed in July 2022 with high subsequent reliability and operational delivery.
Gulf of Mexico Business Unit	Operated activity: Ensure safe and efficient drilling/completion of Kodiak-3ST well (online 3Q 2022)	Not Achieved	Kodiak-3ST brought online in 3Q 2022 with no safety incidents but well productivity/skin issues have developed.
	Non-Operated activity: Rigorous assurance of the operator’s plans, costs and execution of Winterfell appraisal/development	Achieved	Dedicated well engineering team rigorously reviewed the operator’s Winterfell development plans and corresponding costs; Field development plan approved by partners in September 2022.
	High-grade two infrastructure-led exploration (ILX) prospects for drill-readiness in 2023	Achieved	Tiberius ILX prospect was identified and drill-readiness progressed for planned spud in 2H 2023. Lisbon ILX prospect also progressed but ultimately removed from the plan as a result of high-grading capital allocation in 2023.

2023 Proxy Statement | 45

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Equatorial Guinea/Sao Tome and Principe Business Unit	Maximize production and increase reliability through the optimization program	Achieved	Strong facilities uptime with Ceiba ~91% and Okume ~95%. Second ESP conversion (OF-11) currently producing ~2,300 bopd. Okume mud acid stimulation campaigns completed - current uplift ~1,000+ bopd.
Equatorial Guinea/Sao Tome and Principe Business Unit	Reach agreement with Government of Equatorial Guinea to extend Block G license, aligned with commitments to in-Board exploration	Achieved	Successful extension of the Block G Ceiba and Okume production licenses to 2040 adding ~$100 million in NPV and 6 MMbbl in 2P reserves; Akeng Deep ILX test agreed for 2024.
Mauritania/Senegal Business Unit	Greater Tortue Ahmeyim (GTA) – Ensure Phase 1 remains on time and budget to deliver first gas in 3Q 2023; finalize expansion plans with the Operator to support Phase 2 FID in 2022	Not Achieved	Phase 1 ~90% complete at the end of December 2022, however budget increased due to COVID-19, supply chain constraints, and inflation; Phase 1 first gas is expected in 4Q 2023; Phase 2 concept selection was delayed and not agreed until 1Q 2023.
Manage Costs
Net Cash General and Administrative (G&A)⁽¹⁾ expense of $67 million		Achieved	Net Cash G&A⁽¹⁾ of $66 million.
Total Capital Expenditure (CapEx) of $733 million⁽²⁾		Partially Achieved	Total CapEx of $734 million. Base business CapEx was below budget but Mauritania \| Senegal CapEx was in excess of budget due to inflation pressure on GTA Phase 1 costs. The Company also incurred an additional $17 million in acquisitions not contemplated in the budget associated with additional Kodiak and Winterfell interests in the U.S. Gulf of Mexico and the Block G license extension in Equatorial Guinea.
Deliver 2022 Corporate Targets and Maintain Long Term Financial Liquidity
Deliver production target of 67-72 Mboepd^(2),(3) and corresponding EBITDAX⁽⁴⁾ of $1,000 – 1,200 million^(2),(3) at $65/bbl Brent		Achieved	Delivered 2022 production of 63.6 Mboepd⁽³⁾. EBITDAX of $1,436 million delivered at average $100/bbl Brent.
Deliver positive free cash flow (FCF)⁽⁵⁾ at $65/bbl Brent		Achieved	Delivered positive FCF⁽⁵⁾ at $65/bbl Brent; approximately $343 million for the year at realized prices.
Maintain long-term financial strength through refinancing of the Company’s revolving credit facility (RCF) and continuing a disciplined hedging program		Achieved	RCF refinancing completed and disciplined hedging program executed.

46 |

2023 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

	Accelerate Strategic Delivery
	Mature accretive M&A opportunities that accelerate strategic delivery						Achieved			Completed acquisitions of additional interests in the Kodiak and Winterfell fields in the U.S. Gulf of Mexico.

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

(2)	Total CapEx target was adjusted to $701 million, production target was adjusted to 63-68 Mboepd and EBITDAX target was adjusted to $900 – 1,000 million following completion of Tullow pre-emption process for the Oxy Ghana transaction.

(3)	Excluding impact of acquisitions.

(4)	“EBITDAX” is defined in the Company’s 2022 Annual Report on Form 10-K. EBITDAX for FY 2022 reflects pro forma adjustments made to reflect the interests sold in Ghana that were associated with the Ghana pre- emption and the acquisition of additional interests in Kodiak during the year.

(5)

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

In evaluating the Actual Bonus Pool for the 2022 performance year, the Compensation Committee considered the Company’s strategic, financial and operating performance, including best in class safety performance, robust production growth, a strengthened balance sheet and healthy liquidity and the continued advancement of Phase 1 of the Tortue LNG project to approximately 90% complete at year end. As a result, the Committee approved the Actual Bonus Pool for 2022 at 107% of the Base Bonus Pool.

In determining the individual bonus award for each of our current named executive officers for 2022 payable from the 2022 Actual Bonus Pool, the Compensation Committee considered each executive’s individual contributions, including strategic initiatives, financial performance, operating performance and organizational leadership.

The table below sets forth our current named executive officers’ target and maximum bonus opportunities for 2022, along with the actual amounts of the bonuses that they received for 2022 based on the achievement of the KPIs and Company described above:

Name	Target Bonus Opportunity ($)	Maximum Bonus Opportunity ($)⁽¹⁾	Actual 2022 Bonus ($)
Andrew G. Inglis	1,074,272	2,148,544	1,879,977
Neal D. Shah	574,750	1,149,500	1,149,500
Christopher J. Ball	663,713	1,327,426	663,713
Richard R. Clark	698,842	1,397,684	559,074
Jason E. Doughty	365,713	731,426	639,998

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

Base Salary

Base salary is the sole fixed component of our executive compensation program and represents a relatively modest portion of our named executive officers’ total compensation package, offering them a measure of certainty and predictability. We generally review salary ranges and individual salaries for our named executive officers annually. We establish the

base salary for each named executive officer based on our review of pay levels across industry peers and business requirements for certain skills, individual experience and contributions, as well as the roles and responsibilities of the executive. We believe competitive base salaries are necessary to attract and retain an executive management team with the

2023 Proxy Statement | 47

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

appropriate abilities and experience required to lead us and execute our strategy.

Our named executive officer salaries are intended to be competitive with those of our industry peers. We do not have a prescribed policy or broadly applied guideline for how salaries should compare to external survey data. Base salaries are subject to change if, among other reasons, the executive’s experience or responsibilities change materially or there are changes in the competitive market environment.

In early 2022, the Compensation Committee reviewed the base salaries paid to each of our named executive officers. The Compensation Committee approved a 4.5% increase in the base salaries of our named executive officers based on each executive’s performance and available market data, as set forth in the table below.

Name	2021 Base Salary	2022 Base Salary
Name	($)	($)
Mr. Inglis	1,028,012	1,074,272
Mr. Shah	550,000	574,750
Mr. Ball	615,652	663,713
Mr. Clark	668,749	698,842
Mr. Doughty	466,620	487,618

Benefits and Perquisites

Our named executive officers are entitled to the same health and welfare benefits as our employees generally, including medical, prescription drug, dental and vision insurance and relocation benefits and are also entitled to annual executive physicals, financial and tax planning services and payments of premiums for supplemental health and welfare benefits. Our named executive officers are eligible to participate in our tax-qualified 401(k) plan on the same basis as our employees generally and are not entitled to any supplemental executive retirement benefits.

Under the 401(k) plan, the Company matches 100% of an employee’s elective deferrals up to a specified percentage of eligible compensation (8% in 2022), subject to applicable limitations under the Internal Revenue Code. For details and the amounts of such benefits, see the “All Other Compensation” column of the 2022 Summary Compensation Table and the accompanying footnotes below.

Deferred Compensation Program

The Company does not currently maintain any non-qualified deferred compensation plan. The Company previously maintained a non-qualified deferred compensation plan pursuant to which each member of our Senior Leadership Team (including our named executive officers) and executives at the level of senior vice president or above were eligible to defer up to 50% of his or her base compensation and 100% of his or her annual cash bonus compensation on a pre-tax basis, with the Company providing a matching contribution on the first 8% deferred by each executive.

On January 20, 2022, the Compensation Committee approved the termination of the deferred compensation plan, with any remaining benefits and obligations under the plan to be paid out in full within approximately 24 months following the termination date.

48 |

2023 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Termination and Change in Control Benefits

■	Equity Awards: The vesting of the equity awards held by our named executive officers accelerates in connection with specified terminations of employment or a change in control. See “2022 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 Messrs. Clark and Shah) provide for specified termination payments and benefits. See “2022 Compensation—Potential Payments Upon Termination or Change in Control—Offer Letters” below.

■	Severance Policy: We maintain a change in control severance policy that is designed to

encourage continuity of management and other employees after a “change in control” (as defined in the LTIP). The policy provides severance benefits to regular full-time U.S. employees (including our NEOs) whose employment is terminated in connection with a change in control. Our named executive officers are not covered by any severance policy or program for terminations that occur other than in connection with a change in control. For more information on our change in control severance policy, see “2022 Compensation—Potential Payments Upon Termination of Change in Control—Severance Policy” below.

Compensation Recoupment Policy

Under our Compensation Recoupment Policy, in the event the Company is required to restate its financial results in order to correct a material error, our Compensation Committee may recoup, on a pre-tax basis, certain incentive-based compensation from our executive officers to the extent the amount of such compensation actually paid to the executive exceeds the amount that would have been paid if calculated based on the financial restatement. In addition, in the event an executive officer engages in certain specified acts of misconduct, the Compensation Committee may recoup, on a pre-tax basis, certain incentive-based compensation and

other compensation (including service-vesting equity awards and discretionary cash bonuses) that was paid to such executive within three years prior to the date of such misconduct (or, if later, the date the Compensation Committee discovers such misconduct).

The Compensation Committee reviews this policy from time to time, and the Committee will review it following the New York Stock Exchange’s adoption of final listing standards in connection with the SEC’s recent adoption of final rules under the Dodd-Frank Act regarding incentive-based compensation recoupment.

Share Ownership Guidelines

Under our share ownership guidelines, each of our executive officers is required to own, within five years following his or her hire or promotion date, common shares of the Company having an aggregate value at least equal to the multiple of his or her annual base salary, as follows:

	Position			Multiple of Annual Base Salary
	Chief Executive Officer			6x
	Other Executive Officers			3x

Shares owned directly or indirectly (including shares received upon settlement of an equity award) and service-vesting restricted shares and share-settled RSUs are counted for purposes of satisfying our Share Ownership Guidelines. However, shares underlying restricted shares or RSUs that are subject to performance-based vesting conditions that have not yet been satisfied will not be counted for purposes of satisfying the ownership guidelines.

As of December 31, 2022, all of our executive officers were in compliance with the share ownership guidelines.

2023 Proxy Statement | 49

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Policy Prohibiting Hedging Transactions

Our Dealing Policy prohibits our employees, including our named executive officers, from engaging in speculative transactions in the Company’s securities, including short sales and, unless our General Counsel provides prior written authorization, publicly traded options and margin accounts.

During the past five years, none of our named executive officers have engaged in any such hedging transactions with respect to any Company securities.

Compensation Risk Assessment

Our management team has reviewed our compensation policies and practices for all of our employees with our Compensation Committee. We believe that the following factors mitigate any potential risks: balanced pay mix; diversified performance metrics; emphasis on long-term equity incentive compensation tied to service and performance conditions; the overall amount of

compensation and internal control and oversight by the Compensation Committee and our Board.

The Compensation Committee has determined, based on this review, that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Tax and Accounting Considerations

The Compensation Committee takes into consideration the accounting and tax implications of our compensation and benefit programs, including with respect to the federal income tax deductibility of compensation under Section 162(m) of the Internal Revenue Code (the “Code”).

In the exercise of its business judgment, and in accordance with its compensation philosophy, the Compensation Committee continues to have the flexibility to award compensation that is not deductible under Section 162(m) if it determines such award is in our stockholders’ best interests.

50 |

2023 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee has reviewed and discussed the CD&A with our management. Based on this review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

				Respectfully submitted by the Compensation Committee of the Board,

				Adebayo (“Bayo”) O. Ogunlesi, Chair Sir Richard Dearlove Steven M. Sterin

2023 Proxy Statement | 51

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

2022 Compensation Tables

The following tables contain information about the compensation we provided for 2022, 2021 and 2020 to our 2022 named executive officers.

2022 Summary Compensation Table

Name and Principal Position	Year	Salary ($)⁽¹⁾	Bonus ($)	Non-Equity Incentive Compensation ($)⁽²⁾	Stock Awards ($)⁽³⁾	All Other Compensation ($)⁽⁴⁾	Total ($)
Andrew G. Inglis Chairman and Chief Executive Officer	2022	1,074,272	—	1,879,977	4,859,920	57,848	7,872,017
	2021	1,028,012	—	1,500,000	3,658,925	50,993	6,237,930
	2020	1,028,012	—	—	3,636,630	58,059	4,722,701
Neal D. Shah Senior Vice President and Chief Financial Officer	2022	574,750	—	1,149,500	2,733,705	36,189	4,494,144
	2021	550,000	—	1,100,000