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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
 
 
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
 
 
(5)
Total fee paid:
 
 
 
Fee paid previously with preliminary materials.
 
 
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:
 
 
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
 
 
(3)
Filing Party:
 
 
 
 
(4)
Date Filed:
 
 
 



TABLE OF CONTENTS


A MESSAGE FROM OUR CHAIRMAN AND CEO
April 28, 2021
Fellow shareholders:
Last year at this time, our company, our industry, the financial markets and the entire world were navigating unprecedented events. The measures implemented to mitigate the Coronavirus (COVID-19) pandemic created a very challenging environment that demanded Kosmos take immediate action to protect the health and safety of our employees as well as the financial strength of our company.
The actions we took in 2020 worked. Despite the challenges we faced, the Company delivered on its key strategic priorities. With a focus on safe and reliable operations across the portfolio, we delivered robust production performance and continued to advance Phase 1 of the Tortue project. We took early, decisive steps to protect the balance sheet by reducing costs, monetizing a portion of our exploration portfolio, and diversifying our sources of available capital through the Gulf of Mexico term loan and establishing a Tortue Phase 1 financing path. Importantly, Kosmos also reaffirmed its commitment to sustainability during the year by publishing its first TCFD-aligned Climate Risk and Resilience Report, setting a goal to be carbon neutral for Scope 1 and Scope 2 emissions by 2030 or sooner, and by publishing the latest edition of our annual Sustainability Report, which reports transparently on our strong environmental, social, and governance credentials.
When I wrote to you this time last year, the Company’s stock price had recently been negatively impacted by the precipitous decline in crude oil prices and the global impact of the COVID-19 pandemic. With that decline in mind, we assured you that the Company and its Compensation Committee was committed to implementing a compensation program that aligned with long-term shareholder value. This Proxy Statement describes how we delivered on that commitment and sets forth the key compensation decisions we made to align with shareholder value, which included the decision to pay no cash bonuses to our executive officers for 2020.
With the actions we took in 2020, we entered 2021 with a lower cost base, a solid balance sheet, healthy liquidity and the operational momentum to deliver value to our shareholders from a portfolio of assets that are low cost and lower carbon. We have all the key ingredients required for differentiated performance, even in an environment that remains uncertain.
Thank you for your investment in our company.
Sincerely yours,


Andrew G. Inglis
Chairman and Chief Executive Officer

TABLE OF CONTENTS

TABLE OF CONTENTS
1
2
3
4
4
5
6
6
7
7
8

TABLE OF CONTENTS



Kosmos Energy Ltd.
8176 Park Lane, Suite 500
Dallas, Texas 75231
April 28, 2021
NOTICE OF VIRTUAL ANNUAL STOCKHOLDERS MEETING TO
BE HELD ON WEDNESDAY, JUNE 9, 2021
To the Stockholders of Kosmos Energy Ltd.:
You are cordially invited to attend the 2021 annual stockholders meeting of KOSMOS ENERGY LTD., a Delaware corporation (the “Company”), which will be held via virtual-only format on Wednesday, June 9, 2021, 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/KOS2021 and following the instructions on your proxy card. The meeting will include the following proposals:
1.
To elect the Class II directors to a three-year term to serve until the 2024 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, 2021 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 12, 2021 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 2020 and its financial statements as of and for the fiscal year ended December 31, 2020 is contained in the Company’s 2020 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, 2021
Dallas, Texas
 2021 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
Additional
information
Board
recommendation
Votes
required
for approval
PROPOSAL 1
To elect the Class II directors to a three-year term to serve until the 2024 annual stockholders meeting
Page 6
FOR
Plurality
PROPOSAL 2
To ratify the appointment of Ernst & Young LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2021 and authorization of the Company’s Audit Committee of the Board of Directors to determine their remuneration
Page 22
FOR
Majority of votes cast
PROPOSAL 3
To provide a non-binding, advisory vote to approve named executive officer compensation
Page 25
FOR
Majority of votes cast
PROPOSAL 4
To approve an amendment and restatement of the Kosmos Energy Ltd. Long Term Incentive Plan
Page 57
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
   2020 annual report
 Request a hard copy of this Proxy
  Statement, a proxy card and our
  2020 annual report
Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Stockholders Meeting to be Held on June 9, 2021. The Notice of Virtual Annual Stockholders Meeting, 2021 Proxy Statement, Proxy Card and 2020 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 |   2021 Proxy Statement

TABLE OF CONTENTS


PROXY STATEMENT AND SUMMARY

2021 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 2021 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 Wednesday, June 9, 2021 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/KOS2021
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 2020 Annual Report on Form 10-K are first being mailed and made available starting on or about April 28, 2021 to all record holders of our common shares as of the close of business on April 12, 2021. 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.
 2021 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 (five out of six directors) are independent of management under the requirements of the New York Stock Exchange and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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 2020 annual stockholders meeting, approximately 97% of our stockholders approved of our 2019 executive compensation program for our named executive officers.
During the extraordinary times the industry was facing in part due to the Coronavirus (COVID-19) pandemic, we greatly enhanced our Board oversight by holding eight special Board meetings in addition to the four regular meetings during 2020.
We are proud of our Board’s independence and diversity with respect to gender and tenure.

4 |   2021 Proxy Statement

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
 2021 Proxy Statement | 5

TABLE OF CONTENTS


PROPOSAL 1
To elect the Class II directors to a three-year term to serve until the 2024 annual stockholders meeting
The Board currently consists of six 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. The current Class II directors, Mr. Adebayo O. Ogunlesi and Ms. Deanna L. Goodwin, if reelected, will serve a three-year term until the 2024 annual stockholders meeting.
Our Bylaws provide that our Board shall consist of not less than five and not more than 15 directors, as determined by the Board. Our stockholders do not have cumulative voting rights and, accordingly, the holders of a plurality of the votes cast at the annual stockholders meeting, at which a quorum is present, can elect each of the directors then standing for election. Stockholders are not entitled to cumulate votes in the election of directors and may not vote for a greater number of persons than the number of nominees named.
We are soliciting proxies in favor of the election of each of the director nominees identified below. We intend that all properly executed proxies will be voted for these nominees unless otherwise specified. All nominees have consented to serve as directors, if elected. If any nominee is unwilling to serve as a director at the time of the annual stockholders meeting, the persons who are designated as proxies intend to vote, in their discretion, for such other persons, if any, as may be designated by the Board.
As of the date of this Proxy Statement, the Board has no reason to believe that any of the persons named below will be unable or unwilling to stand as a nominee or serve as a director, if elected. The Board believes that each nominee has valuable individual skills and experiences that, taken together, provide us with the knowledge, judgment and strategic vision necessary to provide effective oversight of the Company. The biographies below reflect the particular experience, qualifications, attributes and skills that led the Board to conclude that each nominee should serve on the Board. Ages are correct as of the date of this Proxy Statement.
Class II Director Nominees

Adebayo (“Bayo”) O. Ogunlesi
Current Class II Director
Age: 67
Director since: 2011
Committees:
 Compensation Committee (Chair)
 Nominating and Corporate Governance Committee
Other current public directorships:
 Callaway Golf Company
 Goldman Sachs Group Inc.
Since 2006, Mr. Ogunlesi has been Chairman and Managing Partner of Global Infrastructure Partners (“GIP”), a private equity firm that invests in infrastructure assets in the energy, transport and water sectors, in both OECD and select emerging market countries. Mr. Ogunlesi previously served as Executive Vice Chairman and Chief Client Officer of Credit Suisse’s Investment Banking Division with senior responsibility for Credit Suisse’s corporate and sovereign investment banking clients. From 2002 to 2004, he was Head of Credit Suisse’s Global Investment Banking Department. Mr. Ogunlesi is a Director of Callaway Golf Company and the Goldman Sachs Group, Inc. Mr. Ogunlesi holds a Bachelor of Arts degree in Politics, Philosophy and Economics with First Class Honors from Oxford University, a Juris Doctor (magna cum laude) from Harvard Law School and a Master of Business Administration from Harvard Business School. From 1980 to 1981, he served as a Law Clerk to the Honorable Thurgood Marshall, Associate Justice of the United States Supreme Court. Mr. Ogunlesi served as a Director of our predecessor Kosmos Energy Holdings since 2004. For these reasons, we believe he is well qualified to serve on our Board.
6 |   2021 Proxy Statement

TABLE OF CONTENTS

PROPOSAL 1

Deanna L. Goodwin
Current Class II Director
Age: 56
Director since: 2018
Committees:
Health, Safety and Environment Committee (Chair)
 Audit Committee
 Nominating and Corporate Governance Committee
Other current public directorships:
 Arcadis NV
Oceaneering International Inc.
Ms. Goodwin currently serves as a Director of Arcadis NV, where she has served on the Audit Committee since May 2020, and as a Director of Oceaneering International Inc. 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.
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, 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 plurality of the votes of the common shares of the Company present in person or represented by proxy at the annual stockholders meeting, at which a quorum is present, and entitled to vote. A properly executed proxy marked “WITHHOLD ALL” or “FOR ALL EXCEPT” 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.
 2021 Proxy Statement | 7

TABLE OF CONTENTS

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

Andrew G. Inglis
Chairman and Current Class I Director
Age: 62
Director since: March 2014
Committees:
None
Other current public directorships:
None
Mr. Inglis has served as our Chairman and Chief Executive Officer since March 1, 2014. Mr. Inglis joined Kosmos from Petrofac Ltd., a leading provider of oilfield services to the international oil and gas industry, principally engaged in the design of oil and gas infrastructure, the operation, maintenance and management of oil and gas assets and the training of personnel on a worldwide basis. At Petrofac, Mr. Inglis held the position of Chief Executive, Integrated Energy Services and was a member of the Petrofac board of directors. Prior to joining Petrofac in January 2011, Mr. Inglis served BP p.l.c for 30 years in a number of positions, including most recently as Executive Director on the BP board of directors from 2007 to 2010 and as Executive Vice President and Deputy Chief Executive of exploration and production from 2004 to 2007. Mr. Inglis received a Master’s degree in Engineering from Pembroke College, Cambridge University. He is a Chartered Mechanical Engineer, a Fellow of the Institution of Mechanical Engineers and a Fellow of the Royal Academy of Engineering. For these reasons, we believe he is well qualified to serve on our Board.

Sir Richard Dearlove
Current Class I Director
Age: 76
Director since: December 2012
Committees:
 Nominating and Corporate Governance Committee (Chair)
  Compensation Committee
Other current public directorships:
 Crossword Cybersecurity Plc
Sir Richard Dearlove is Chairman of the Trustees of London University. He was Master of Pembroke College at the University of Cambridge, U.K. from 2004 to 2015, and the Head of the British Secret Intelligence Service (MI6) from 1999 to 2004. During his 38-year tenure with MI6, Sir Richard served in multiple international locations before returning to the U.K. as Director of Personnel and Administration in 1993. He also served as Director of Operations and Assistant Chief in advance of his appointment as Head of MI6 in 1999. In 1984, Sir Richard was awarded an OBE (Officer of the Most Excellent Order of the British Empire), and in 2001 he was appointed a KCMG (Knight Commander of St. Michael and St. George) for his service. Sir Richard has held several trustee and advisory positions, including serving as a Trustee of Kent School in Connecticut, Honorary Fellow of Queens’ College, University of Cambridge, Member of the International Advisory Board of AIG, Senior Advisor to the Monitor Group, Chairman of Ascot Underwriting, Member of the Advisory Board of IrisGuard, Member of the Advisory Board of New Venture Partners, Chairman of Trustees of the Cambridge Union Society and Member of the Strategic Advisory Board of TimeSight Systems. He has been Non-Executive Chairman of Crossword Cybersecurity Plc since 2016. He received a Master of Arts degree in History from Queens’ College, Cambridge. For these reasons, we believe he is well qualified to serve on our Board.
8 |   2021 Proxy Statement

TABLE OF CONTENTS

PROPOSAL 1
Continuing Directors (Current Class III Directors with Terms Expiring in 2022)

Steven M. Sterin
Current Class III Director
Age: 49
Director since: 2019
Committees:
 Audit Committee (Chair)
 Compensation Committee
 Health, Safety and Environment Committee
Other current public directorships:
 DuPont de Nemours, Inc.
Mr. Sterin currently serves on the Board of Directors of DuPont de Nemours, Inc. and is the Chair of its Audit Committee and a member of its Sustainability, Public Policy, Environment and Health and Safety Committee. He has served as a Senior External Advisor to McKinsey & Company since June 2019. Mr. Sterin was most recently an Executive Vice President and the Chief Financial Officer of Andeavor and Andeavor Logistics from 2014 until the merger with Marathon Petroleum Company in October 2018. He served as President of Andeavor Logistics from 2017 to October 2018 and was a member of the Board of Directors for Andeavor Logistics GP, LLC from 2014 to 2018. Mr. Sterin was also responsible for Corporate Strategy and Business Development for both companies from 2016 to 2017. From 2007 to 2014, Mr. Sterin was the Senior Vice President and Chief Financial Officer for Celanese Corporation, a global technology and specialty material company. During his eleven years with Celanese, he served as Corporate Controller and Principal Accounting Officer as well as holding other financial and business leadership roles. Prior to his tenure at Celanese, Mr. Sterin spent six years with Reichhold, Inc., a global chemical company, in a variety of financial positions, including Director of Tax and Treasury in the Netherlands, Global Treasurer and Vice President of Finance. Mr. Sterin’s career started with PricewaterhouseCoopers. Mr. Sterin holds a Master’s degree in Professional Accounting and a Bachelor’s degree in Business Administration and Accounting, which he earned concurrently at the University of Texas at Austin. He is a Certified Public Accountant in Texas. For these reasons, we believe he is well qualified to serve on our Board.

Lisa Davis
Current Class III Director
Age: 57
Director since: 2019
Committees:
 Audit Committee
 Health, Safety and Environment Committee
Other current public directorships:
 Penske Automotive Group, Inc.
 Air Products and Chemicals, Inc.
 Phillips 66
Ms. Davis serves on the Board of Directors of Penske Automotive Group, Inc, and is a member of Penske’s Compensation and Management Development Committee and Nominating and Corporate Governance Committee. Since March 2020 she has also served on the Board of Directors of Air Products and Chemicals, Inc., and is a member of Air Products’ Corporate Governance and Nominating Committee and Management Development and Compensation Committee. She also serves on the Board of Directors of Phillips 66. Ms. Davis was a member of the Managing Board of Siemens AG and a member of the Board of Directors of Siemens Gamesa Renewable Energy SA until February 2020. Appointed to the Siemens Board in August 2014, she was responsible for the company’s Power and Gas Operating Company which includes Power Generation, Power Services, Oil and Gas, Transmission and New Fuels. Prior to joining Siemens, Ms. Davis served as an Executive Vice President of Downstream Strategy, Portfolio and Alternate Energy for Royal Dutch Shell PLC. From 2000 to 2012, she served in various capacities for Royal Dutch Shell including Refining Operations, Supply and Trading, and Lubricants and Bulk Fuels Sales and Marketing. From 2015 to 2016, Ms. Davis served as a member of the Board of Spectris PLC. Ms. Davis began her career in the oil and gas industry at Chevron Corporation, later moving to Exxon USA and Texaco Refining and Marketing Inc in a range of roles from upstream production to offshore project development to refining operations planning. Ms. Davis holds a Bachelor of Science degree (honors) in Chemical Engineering from the University of California, Berkeley. For these reasons, we believe she is well qualified to serve on our Board.
 2021 Proxy Statement | 9

TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS
Board Composition
As of the date of this Proxy Statement, our Board has six 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 and Environment 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.
The composition of the Committees of the Board of Directors is:
Director
Audit
Committee
Compensation
Committee
Health, Safety and
Environment
Committee
Nominating and
Corporate
Governance
Committee
Andrew G. Inglis
Lisa A. Davis
Member
Member
Sir Richard Dearlove
Member
Chair
Deanna L. Goodwin

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

Chair
Member
Member

Financial Expert
10 |   2021 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 and Ms. Goodwin is an “audit committee financial expert” as described in Item 407(d)(5) of
Regulation S-K.

Primary Responsibilities:

 Recommend, through the Board, to the stockholders on the appointment
and termination of our independent auditors;

 Review the proposed scope and results of the independent auditors’
audit;

 Review and approve the independent auditors’ audit and non-audit
services rendered;

 Approve the audit fees to be paid (subject to authorization by our
stockholders to do so);

  Review accounting and financial controls with the independent auditors
and our financial and accounting staff;

 Recognize and prevent prohibited non-audit services;

 Establish procedures for complaints received by us regarding accounting
matters;

 Oversee internal audit functions;

 Oversee the resource and reserve process, including the external
reporting of resource and reserve information; and

 Review and approve the report of the Audit Committee that SEC rules
require to be included in this Proxy Statement.

The Audit Committee Charter:

 Was approved by the Board on May 9, 2011 (as amended on April 3, 2012 further updated on May 2, 2019 and further updated 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 24 of this Proxy Statement.
Members:
Steven M. Sterin,
Chair
Lisa A. Davis
Deanna L. Goodwin

Meetings in 2020: 4
 2021 Proxy Statement | 11

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 44 of this Proxy Statement.
Members:
Adebayo O. Ogunlesi,
Chair
Sir Richard Dearlove
Steven M. Sterin

Meetings in 2020: 3
12 |   2021 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:
Sir Richard Dearlove,
Chair
Deanna L. Goodwin
Adebayo O. Ogunlesi

No Meetings in 2020:
Duties delegated to
the Nominating and
Corporate Governance
Committee were
attended to by the full
Board.
 2021 Proxy Statement | 13

TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS
Health, Safety and Environment Committee
Health, Safety and Environment 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:

 Monitor the establishment of goals and targets for health, safety and
environmental performance;

 Monitor medium- and long-term performance versus targets and objectives and work with management to review health, safety and environmental standards, policies and procedures and make
improvements accordingly;

 Review emergency and incident response plans; and

 Monitor the identification, management and mitigation of major health,
safety and environmental risks.

The Health, Safety and Environment Committee Charter:

 Was approved by the Board on May 6, 2011 and is reviewed periodically;
and

 Is available under the Corporate Governance link on the Investors’ page of our website at www.kosmosenergy.com. The information on our website is not incorporated by reference into this Proxy Statement.
Members:
Deanna L. Goodwin, Chair
Lisa A. Davis
Steven M. Sterin

Meetings in 2020: 4
Meetings of the Board of Directors and Committees
The Board held twelve meetings during 2020 and took four actions by unanimous written consent. During 2020, no incumbent director attended fewer than 92% of the aggregate total number of meetings of the Board held during the period in which he or she was a director and of the total number of meetings held by all of the Committees of the Board
on which he or she served. 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 2020.
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 Ms. Davis, Sir Richard Dearlove, Ms. Goodwin, Mr. Ogunlesi and Mr. Sterin
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.
14 |   2021 Proxy Statement

TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS
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 2020, 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 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.
 2021 Proxy Statement | 15

TABLE OF CONTENTS

CORPORATE GOVERNANCE MATTERS
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 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.
16 |   2021 Proxy Statement

TABLE OF CONTENTS

DIRECTOR COMPENSATION
2020 Director Compensation
The following table lists the individuals who served as our non-employee directors in 2020 and summarizes their 2020 compensation. Mr. Inglis did not receive any compensation for his service as a director in 2020.
Name
Fees Earned or Paid
in Cash ($)(1)
Stock Awards
($)(2)
All Other
Compensation ($)
Total ($)
Lisa Davis
60,000
170,000
230,000
Sir Richard Dearlove
110,000
170,000
280,000
Deanna Goodwin
85,000
170,000
255,000
Adebayo Ogunlesi
85,000
170,000
255,000
Steven Sterin
110,000
170,000
280,000
(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, 2020 to December 31, 2020.
Type of Retainer
Retainer
(Annualized) ($)
Board Member
60,000
Audit Committee Chair
50,000
Compensation Committee Chair
25,000
Nominating and Corporate Governance Committee Chair
50,000
Health, Safety and Environment Committee Chair
25,000
(2)
Effective January 1, 2020, 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, 2020.
The following table sets forth the total number of RSUs held by our non-employee directors who held such awards as of December 31, 2020, which are scheduled to vest in June 2021. The vesting of the RSUs granted in 2020 will accelerate on death or disability or upon the occurrence of a change in control.
Name
Total RSUs
(#)
Lisa Davis
70,834
Sir Richard Dearlove
70,834
Deanna Goodwin
70,834
Adebayo Ogunlesi
70,834
Steven Sterin
70,834
 2021 Proxy Statement | 17

TABLE OF CONTENTS

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 (or, if later, by January 1, 2022), 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, 2020, all of our non-employee directors were in compliance with the share ownership guidelines.
18 |   2021 Proxy Statement

TABLE OF CONTENTS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have not engaged in any transactions since January 1, 2020 with our directors, officers or beneficial owners of more than five percent of our voting securities and 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.
 2021 Proxy Statement | 19

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 2020.
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 2020.
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, 2021, 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 407,862,270 common shares issued and outstanding on March 8, 2021. 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.
20 |   2021 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
2,019,918
*
Thomas P. Chambers(2)
678,178
*
Neal D. Shah(3)
559,743
*
Christopher J. Ball
859,062
*
Richard R. Clark
471,415
*
Jason E. Doughty
854,361
*
Directors
Sir Richard Dearlove
132,389
*
Adebayo O. Ogunlesi
1,502,990
*
Deanna L. Goodwin
42,993
*
Steven M. Sterin
74,605
*
Lisa Davis
20,498
*
All directors, nominees and executive officers as a group (11 individuals)
7,216,152
1.77%
Five Percent Stockholders
FMR LLC(4)
60,818,191
14.91%
​BlackRock, Inc.(5)
47,641,736
11.68%
Vaughan Nelson Investment Management, L.P. (6)
33,878,564
8.31%
The percentage of shares beneficially owned is based on 407,862,270 of our common shares outstanding as of March 8, 2021.
*
Less than one percent.
(1)
Excludes restricted share units held by each of our executive officers (including our named executive officers) and directors.
(2)
Mr. Chambers ceased serving as the Company’s Senior Vice President and Chief Financial Officer, effective May 11, 2020 and at the time, he owned 678,178 shares.
(3)
Mr. Shah was promoted to the position of Senior Vice President and Chief Financial Officer, effective May 11, 2020.
(4)
Based on a Schedule 13G/A filed on February 8, 2021, FMR LLC (“FMR”) exercises sole voting power over 5,610,809 shares and sole dispositive power over 60,818,191 shares. FMR’s beneficial ownership reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR, certain of its subsidiaries and affiliates, and other companies, including FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company LLC, FMR Investment Management (UK) Limited and Strategic Advisers LLC. The address for FMR is 245 Summer Street, Boston, Massachusetts 02210.
(5)
Based on Schedule 13G/A filed on January 27, 2021, BlackRock, Inc. (“BlackRock”) exercises sole voting power over 46,881,778 shares and sole dispositive power over 47,641,736 shares. The address for BlackRock is 55 East 52nd Street, New York, New York 10055.
(6)
Based on Schedule 13G/A filed on February 11, 2021, Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”) exercises sole voting power over 16,288,466 shares, sole dispositive power over 28,209,861 shares and shared dispositive power over 5,668,703 shares. Vaughan Nelson’s beneficial ownership reflects securities beneficially owned, or that may be deemed to be beneficially owned, by Vaughan Nelson Investment Management, Inc., as general partner of Vaughan Nelson. The address for Vaughan Nelson is 600 Travis Street, Suite 3800, Houston, Texas 77002.
 2021 Proxy Statement | 21

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, 2021 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, 2021. The Board is asking stockholders to approve 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. 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, 2020 and 2019, for professional services rendered by Ernst & Young LLP, our principal accountant:
2019
2020
Audit fees
$2,146,148
$2,020,533
Audit-related fees
$20,000
$13,000
Tax fees
$73,214
$181,364
All other fees
$8,038
$9,819
Total fees
$2,247,400
$2,224,716
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. The increase in tax fees are primarily associated with additional tax compliance services performed by Ernst & Young LLP during 2020.
All Other Fees. For 2020 and 2019, all other fees consisted of costs incurred related to access to Ernst & Young LLP’s online research services.
22 |   2021 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 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.
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, 2021 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, 2021 and to authorize the Audit Committee to determine their remuneration. If not otherwise specified, proxies will be voted “FOR” Proposal 2.
 2021 Proxy Statement | 23

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 three non-employee independent directors: Mr. Sterin, Ms. Davis, and Ms. Goodwin.
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, 2020, 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.
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, 2020, filed with the SEC.
Respectfully submitted by the Audit Committee of the Board,
Steven M. Sterin, Chair
Lisa A. Davis
Deanna L. Goodwin
24 |   2021 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 2020 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 2020 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 2020 compensation of our named executive officers.
To help ensure that all stockholders views are well understood by the Board, we also encourage stockholders to use any of a number of direct communication mechanisms to effectively raise specific issues or concerns regarding our executive compensation principles and practices (see “Board of Directors, Board Meetings and Committees—Communications with the Board” above).
Vote Required
The affirmative vote of a majority of the votes cast at the annual stockholders meeting, at which a quorum is present, is required to approve Proposal 3. Abstentions shall not be treated as votes cast.
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.
 2021 Proxy Statement | 25

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: 62
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: 36
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: 65
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.
26 |   2021 Proxy Statement

TABLE OF CONTENTS

PROPOSAL 3
Christopher J. Ball
Senior Vice President and Chief Commercial Officer

Age: 53
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: 56
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: 43
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.
 2021 Proxy Statement | 27

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 2020 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 2020:
Name
Title
Andrew G. Inglis
Chairman and Chief Executive Officer
Neal D. Shah(1)
Senior Vice President and Chief Financial Officer
Richard R. Clark
Senior Vice President and Head of Gulf of Mexico Business Unit
Christopher J. Ball
Senior Vice President and Chief Commercial Officer
Jason E. Doughty
Senior Vice President and General Counsel
Thomas P. Chambers(1)
Former Senior Vice President and Chief Financial Officer
(1)
Mr. Shah was promoted to the position of Senior Vice President and Chief Financial Officer, effective May 11, 2020, when Mr. Chambers ceased serving in that role. From May 11, 2020 through December 31, 2020, Mr. Chambers served as Senior Advisor to the Company’s Chairman and Chief Executive Officer, working on strategic projects and helping to ensure an orderly transition of his duties to Mr. Shah. Mr. Chambers retired from the Company on December 31, 2020.
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 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 payout 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
valuation creation for our stockholders, including the strategic priorities the Company successfully achieved over the past year.
While volatility in worldwide oil prices continued through much of 2020 and the oil industry and our business saw unprecedented challenges due to the COVID-19 pandemic, our experienced management team was able to perform competitively against our peer companies, primarily due to management’s efforts to reduce costs, secure our strong balance sheet and to maintain our balanced portfolio of infrastructure-led exploration prospects and production and development assets. The disruption of the industry caused by the COVID-19 pandemic required a determined response from our management team, and they worked diligently to identify and manage unique risks, enact measures to help protect our employees and maintain strong performance.
In an effort to reduce general and administrative (G&A) costs and to more closely align our named executive officers’ compensation for 2020 with stockholders’ value, after discussions with our management team, the Compensation Committee determined not to pay bonuses to our senior
28 |   2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
executives (including our named executive officers) for 2020 and not to make annual merit increases in base salaries for our named executive officers in 2021.
We believe that our compensation program continues to strike the appropriate balance between short-term and long-term incentives for our management team. Going forward, we remain focused on controlling costs and evaluating responsible and effective ways to maximize retention
and stockholder alignment with the goal of ensuring that our compensation decisions align with investor perceptions and expectations. In that regard, we expect to continue our practice of delivering a significant portion of our executives’ overall compensation in the form of long-term equity incentive awards, which we believe are a critical tenet of our pay-for-performance philosophy and align our executives’ interests with those of our stockholders.
The key elements of our executive compensation program are set forth below. Note that for 2020, no annual incentives were awarded to our executives. For additional details on the elements of our executive compensation program, see “—Elements of our Executive Compensation Program” below.


2020 Business Highlights
Despite the unprecedented challenges we faced, 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 to approximately 50% complete at year end and established a financing path; (4) streamlined our exploration portfolio, monetizing a portfolio of frontier exploration assets for approximately $100 million with a further $100 million of potential upside through contingent payments; (5) published TCFD-aligned Climate Risk and Resilience Report and Sustainability Report and set a goal to be carbon neutral for Scope 1 and Scope 2 emissions by 2030 or sooner; and (6) maintained a solid balance sheet with healthy liquidity.
In that regard, we have highlighted below certain of our key safety, strategic, operational and financial results for 2020 that we believe position the Company for ongoing value creation.
 2021 Proxy Statement | 29

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Safety
Kosmos recorded a strong safety performance in 2020 with one lost time incident over a total of 1.3 million man hours.
Financial
In response to the COVID-19 pandemic, the Company decisively cut costs across operating expenses, capital expenditure and G&A to protect the business.
Maintained a solid balance sheet and sufficient liquidity through a very challenging market backdrop.
Accessed an additional source of capital through the $200 million Gulf of Mexico term loan.
Operational
Robust production performance over the year from the Company’s three production hubs in Ghana, Gulf of Mexico and Equatorial Guinea.
Progressed Phase 1 of the Greater Tortue Ahmeyim project to approximately 50% completion at year-end 2020 and established a financing path through to first gas.
Kosmos and partners also optimized Phase 2 of the Greater Tortue Ahmeyim project, significantly reducing costs and increasing expected returns.
Monetized a portfolio of frontier exploration assets to Shell for approximately $100 million with a further $100 million of potential upside through contingent payments to focus on proven-basin infrastructure-led exploration opportunities.
Continued to drive the Company’s ESG initiatives, publishing Kosmos’ first ever Climate Risk and Resilience and Sustainability reports.
2020 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 and operational performance and to position the Company for future value creation for our stockholders in spite of a challenging external environment.
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 2020.
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 2020, all of which were focused on strong performance accountability that directly links pay with our stockholders’ value, while decreasing costs of annual and long-term incentives and ensuring that we remain competitive for attracting and retaining key talent.
Base Salaries: In early 2020, 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 2% based on a review of recent market data and each executive’s continued performance over the prior year and their future anticipated contributions to the Company’s success.
Annual Cash Bonuses: As noted above, in order to more closely align our named executive officers’ compensation for 2020 with stockholders’ value and in an effort to reduce G&A costs, the Compensation Committee determined that no annual cash
30 |   2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
bonuses would be awarded to our named executive officers for 2020. This action, along with other cost-reduction measures, decreased costs for 2020, which resulted in overall lower G&A costs.
Annual Equity Awards: In January 2020, consistent with the Compensation Committee’s pay for performance
philosophy, we granted approximately 2/3 of our named executive officers’ equity incentive awards in the form of performance-vesting restricted share unit (“PSU”) awards, with the remaining approximately 1/3 granted in the form of service-vesting restricted share unit (“RSU”) awards.
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 create and increase stockholder value.
Compensation Practices
We follow sound compensation practices to support our compensation objectives and align our executive compensation program with the interests of our stockholders.
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, although as noted above no annual cash bonuses were awarded to our named executive officers for 2020. For each of these elements, we take into account the practices of our industry peers. We expect that these will remain the principal elements of our executive compensation program going forward—although the relative proportions of each element, and the specific plan and award designs, will continue to evolve to support the strategy of the Company. Each element of our executive compensation program is described in more detail as follows:
Element
Objective and Basis
Variable
Compensation
Equity incentive awards
Link interests of executive officers and stockholders, as the ultimate value realized depends on share price performance over the long term.
Require comparable or superior share performance relative to industry peers.
Encourage retention due to the multi-year service condition.
​Annual cash bonus
Motivate and reward Company and individual performance for the year.
​Tie bonus amounts payable to our named executive officers to the Compensation Committee’s quantitative and qualitative assessment of the achievement of “key performance indicators”, general Company performance and individual performance goals.
 2021 Proxy Statement | 31

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.
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. In addition, members of our Senior Leadership Team (including all of our named executive officers) are eligible to participate in a voluntary nonqualified deferred compensation program pursuant to which the Company matches the first 8% of compensation deferred by the executive.
Health and Welfare Benefits
Our named executive officers (along with other employees at the level of Vice President and above) are entitled to the same health and welfare benefits during employment that are offered to U.S.-based employees generally, except that they are also entitled to executive long-term care, executive supplemental disability income insurance, up to $5,000 reimbursement for financial planning services and payment of premiums for executive life insurance. Our Senior Vice Presidents and above (which includes our named executive officers) are also entitled to annual executive physicals.
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 2020 to our CEO and the average of such compensation paid to our other named executive officers was as follows:

32 |   2021 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 2020. Meridian participated in several conversations with the Compensation Committee and Committee Chair in 2020 and early 2021 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 2020, 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.
 2021 Proxy Statement | 33

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 2020, Meridian referenced compensation data collected in its proprietary industry survey of 44 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 2020 annual stockholders meeting, approximately 97% 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 2020 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 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.
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).
34 |   2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
2020 Annual Equity Awards
The Compensation Committee’s overall approach to equity incentive compensation in 2020 placed 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 TSR performance goal, which the Compensation Committee believes closely aligns our named executive officers’ interests.
In 2020, 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 2020 vest one-third each year over three years based on continued service.
PSUs. PSUs granted in 2020 require attainment of both a service and a performance condition. The service condition is attained one-third each year over three years, and the performance condition is attained over a three year performance period (as specified below) based on achievement of specified relative TSR
performance goal. The attainment of the performance condition will be determined on the last day 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 2020 will be attained based on the ranking of our TSR performance and the TSR itself relative to the TSR of our peer companies during the performance period commencing January 2, 2020 and ending January 2, 2023, as follows:
Relative TSR (Ranking)
Performance Goal Attainment
1st (highest)
200%
2nd highest
175%
3rd highest – 3rd lowest (“Middle Zone”)
*
2nd lowest
25%
Lowest
0%
*
If Kosmos’ TSR ranking is in the “Middle Zone”, the percentage at which the performance goal will be deemed attained will be interpolated for performance between 25% and 175% based on the proportional position of Kosmos’ TSR between the TSR of the performance peer company with the 2nd highest ranking and the TSR of the performance peer company with the 2nd lowest ranking. If there are less than four performance peer companies on the last day of the performance period, the Compensation Committee will make such adjustments to the composition of the Middle Zone as it deems necessary or appropriate.
To the extent that the performance goal is attained above the 100% target performance level, our Compensation Committee, in its sole discretion, may provide for settlement of any such above-target portion of the PSU awards in cash in lieu of shares. This discretion to settle the PSUs in cash is intended to provide our Compensation Committee flexibility to preserve shares under the LTIP for future new hire and annual equity awards and to reduce dilution to stockholders.
The seven industry performance peer companies for PSUs granted to our named executive officers in 2020 are listed below. Unless otherwise determined by the Compensation Committee, if a peer company is no longer
 2021 Proxy Statement | 35

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
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 and/or development stage.
2020 PSUs: Performance Peer Companies
Africa Oil Corp.
Noble Energy, Inc.
Cairn Energy plc
Premier Oil plc
Genel Energy plc
Tullow Oil plc
Lundin Petroleum AB
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 “2020 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 “2020 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 2020 and prior years, including the numbers of shares, dollar values, vesting schedules and acceleration and forfeiture provisions, see the tables and narrative under “2020 Compensation” below.
2021 Annual Equity Awards
In light of the Compensation Committee’s determination not to pay annual cash bonuses to our executive officers in 2020, and in an effort to retain and incentivize our key management and further align their interests with the long-term interests of our shareholders, the Compensation Committee determined in January 2021 to increase the total equity incentive award share quantum for the 2021 annual awards. The total equity award quantum included a flat year-on-year share allocation of base annual RSUs and PSUs and an additional one-off award comprised entirely of at risk, performance based PSUs, which resulted in total PSU allocation for the 2021 equity awards of approximately 85%,
thereby offering our executive officers an increase in risk-based awards to partially compensate them for the lack of a 2020 cash bonus. As is shown in the Comparison of 2019-2021 Equity Awards Values table below, the aggregate grant date value of the 2021 awards remains consistent with the value of annual equity awards in recent years. The grant of the one-time PSUs was focused on leaders who are critical to the Company’s long-term plan execution, and stockholder alignment was maintained through these one-time awards being issued in the form of PSUs that are subject to a three-year TSR performance condition.
36 |   2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Comparison of 2019 - 2021 Equity Award Values
The table below provides a comparison of the annual equity award values for our named executive officers for the last three annual equity award cycles. The values in the table below for each of the named executive officers reflect the aggregate value of the annual awards of RSUs and PSUs granted under the LTIP to such executive in the relevant year (with PSUs reflected at the target performance level), determined using our stock price on each of the applicable award grant dates (for 2019, $5.13 per share; for 2020, $5.11 per share; and for 2021, $2.22 per share). The values reflected for the awards in the table below (including for 2020) may not align with the values reflected in the “Stock Awards” column of the Summary Compensation Table or in the Grants of Plan Based Awards Table below, given that the SEC’s rules require us to reflect the value of the awards in such tables based on the accounting value of such awards (which takes into account, among other things, certain predictive assumptions regarding performance achievement and forfeitures).
Name
2019
2020
2021
Mr. Inglis
$2,117,408
$2,299,500
$2,208,900
Mr. Shah(1)
$766,500
$1,100,000
Mr. Clark
$1,128,600
$1,124,200
$1,265,400
Mr. Ball
$1,128,600
$1,124,200
$1,265,400
Mr. Doughty
$811,320
$808,157
$888,000
Mr. Chambers
$1,128,600
(1)
Mr. Shah was promoted to the position of Senior Vice President and Chief Financial Officer, effective May 11, 2020, when Mr. Chambers ceased serving in that role. From May 11, 2020 through December 31, 2020, Mr. Chambers served as Senior Advisor to the Company’s Chairman and Chief Executive Officer, working on strategic projects and helping to ensure an orderly transition of his duties to Mr. Shah. Mr. Chambers retired from the Company on December 31, 2020.
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 quantitative and qualitative assessment of the level of achievement of Company “key performance indicators” (which we refer to as “KPIs”), as well as overall Company financial and operating performance. The KPIs are established by the Compensation Committee at the beginning of each year and are derived from our strategic and operational plan and demonstrate year-over-year improvement. Actual individual bonus amounts are then determined by the Compensation Committee based on its review and assessment of individual performance (taking into account our Chief Executive Officer’s assessment of individual performance of each executive, other than himself). For information on each of our named executive officers’ target and maximum annual bonus opportunity established by the Compensation Committee at the beginning of 2020, see the “2020 Grants of Plan Based Awards” table below.
The disruption to the oil and gas industry and our business caused by the COVID-19 pandemic and extreme volatility in oil prices during 2020 required a determined response from our management team, who worked diligently to identify and manage unique risks, enact measures to help protect our employees, maintain strong operational performance and protect our balance sheet. These measures required that we make certain modifications to the KPIs for the 2020 performance year.

In the face of these challenges and in an effort to reduce G&A costs and to more closely align our named executive officers’ compensation for 2020 with stockholders’ value, after discussions with our management team, the Compensation Committee determined not to pay bonuses to our senior executives (including our named executive officers) for 2020 and not to make annual merit increases in base salaries for our named executive officers in 2021. This action, along with other cost-reduction measures, decreased costs and improved the financial position of the Company.
 2021 Proxy Statement | 37

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
The table below sets forth the KPIs that our Compensation Committee originally established in early 2020 for our named executive officers under our annual cash bonus program. These KPIs ultimately did not factor into the determination of our named executive officers’ annual cash bonus for 2020 as no such bonuses were paid. Nonetheless, our named executive officers were committed to executing on these financial and operational performance goals through the challenging climate in 2020. While some operational milestones in 2020 were deferred as a result of COVID-19, many milestones and strategic priorities were delivered and, as a result, the Company is competitively positioned amongst our peers as we move into 2021.
KPI
Commentary
Enhance License to Operate
 Zero anti-corruption violations
Continued to satisfy anticorruption compliance requirements via proactive diligence and training, and constant compliance vigilance
 Deliver HSES plan targets
One Lost Time Incident in operated activity of over 1.3 million man hours; no environmental incidents, spills or fines.
 Establish Kosmos as a company recognized for its leading ESG credentials
​☐ Roll out Climate Change policy in 1Q and complete TCFD reporting in 3Q
Rolled out Kosmos’ Climate Change Policy in February 2020 and published TCFD-aligned Climate Risk and Resilience Report and Sustainability Report in September 2020
​☐ Secure opportunities to deliver Scope 1 and Scope 2 carbon neutrality
Entered into an agreement with Shell Energy North America accessing carbon credits from two leading reforestation projects in Ghana and the United States; set goal to be carbon neutral for Scope 1 and Scope 2 emissions by 2030 or sooner
​☐ Effectively manage above ground country risk through leveraging Kosmos brand
Continued to advance our country strategies by leveraging the Kosmos brand to strengthen relationships and manage above and below ground risks through:
 effective influence of our non- operated activity in Equatorial Guinea, Ghana, Mauritania and Senegal
 consistent and transparent engagement with our host government bodies supporting our operated activity set which enhanced our relationship as a trusted partner
Grow Organizational Capability
 Ensure organizational capability consistent with the Long Range Plan inclusive of active leadership planning
Restructured the organization to better align the business with the long-term future opportunity set, resulting in a significant and sustainable reduction in G&A expenses

Moved to a remote work environment in March 2020 in response to COVID-19, while maintaining the capability of the organization

 Improve the efficiency and connection of the Company (as measured through the Work Force survey)
Despite transitioning to a remote working environment, the Work Force survey results demonstrated no year-over-year decline in either efficiency or connection of the Company
38 |   2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
KPI
Commentary
Deliver Operational Milestones
Ghana Business Unit:
 Maximize Jubilee production through increased gas handling, enhanced gas export capacity and more reliable seawater injection
Gas processing upgrade completed early in the year increasing gas handling capacity; Gas export capacity ramped up; 95% Jubilee FPSO uptime in 2020
 Optimize TEN production through efficient drilling/completion and reservoir management
Optimized TEN production through improved facility reliability: 99% TEN FPSO uptime in 2020
 Finalize installation of Jubilee CALM buoy offloading system
All work scopes were completed and ready for commissioning by year-end 2020; the first offloading via CALM buoy was completed in February 2021
Gulf of Mexico Business Unit:
 Test three infrastructure-led exploration (ILX) prospects and deliver discoveries with cumulative net reserves of 20 MMboe (NRI)
ILX drilling program deferred until Winterfell prospect spud in late 2020, which produced a discovery in January 2021
Equatorial Guinea Business Unit:
  Execute production optimization program, including ESP and Stimulation programs, that cumulatively deliver 0.9 Mbopd (gross) annualized production uplift
Jack-up drilling program, next phase of ESPs and certain production optimization work scopes deferred to 2021 Successful stimulation program at Okume in 4Q
Mauritania/Senegal Business Unit:
 GTA: Ensure Phase 1 remains on schedule to deliver first gas in 1H 2022; complete pre-FEED and commence market engagement for FEED for Phases 2/3
Disruptions caused by COVID-19 and resulting mitigation measures deferred Phase 1 expected first gas to 1H 2023 although strong progress made in 2020
 Phase 1: ~50% complete at year-end 2020
 Tortue Phase 1 financing path established
 Maximize BirAllah resource capture and commence Yakaar/Teranga pre-FEED of domestic gas project
Evaluation of BirAllah and Yakaar/Teranga continued
Basin-opening Exploration:
  Drill Sao Tome Block 6 Jaca well
Block 6 was included in the exploration portfolio farm-down to Shell
Manage Costs
  Net Cash G&A of $83 million
Rigorously managed Net Cash G&A(1) expense to $39 million
 Firm Project CapEx of $600 MM
CapEx significantly reduced to $274 million in response to COVID-19/low oil price environment
 2021 Proxy Statement | 39

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
KPI
Commentary
Deliver 2020 Corporate Targets and Maintain Long Term Financial Liquidity
 Deliver production target of 64 – 70 Mboepd(2) and corresponding EBITDAX(3) of $800-900 million(2) at $60/Bbl Brent
Production and EBITDAX for 2020 were below initial expectations, largely as a result of the challenges of the COVID-19 pandemic, that led to record low oil prices and shut-ins in the Gulf of Mexico in 2Q, as well as elevated hurricane activity in 3Q and 4Q that further decreased production in the Gulf of Mexico. In Ghana, the Gulf of Mexico and Equatorial Guinea, the planned work program was deferred to reduce operating risks and reduce capital costs. These lower activity levels resulted in lower production in the second half of the year.
 Evaluate options to achieve free cash flow neutrality post dividends
Free cash flow was negative for the year due to the impacts of reduced oil production and oil prices, although the company reached a free cash flow inflection point in the second half of 2020 as oil prices improved and costs were reduced.
Monetized portfolio of frontier exploration assets for ~$100 million upfront
 Potential upside of up to $100 million through
contingent payments

Liquidity
 Year-end liquidity of ~$570 million
 Paid down $250 million on the RBL in 4Q
 Suspended dividend in an effort to maintain balance sheet strength and preserve flexibility
 Diversified sources of available capital with Gulf of Mexico term loan
 Maintain long-term financial strength through continuing a disciplined hedging program
Continued disciplined hedging program
Build Portfolio
 Strengthen the ILX portfolio to create greater quality through choice
Optimized portfolio focusing on proven basins where the Company has deep technical expertise
 High-graded ILX opportunities complemented by material play extensions in both the Gulf of Mexico and Equatorial Guinea
 Added the Winterfell prospect in the Gulf of Mexico to our ILX portfolio and commenced drilling in late 2020, which marked the re-start of our ILX drilling campaign
 Maximize the value of existing portfolio by high-grading the best prospects with minimal capital exposure
Continued to mature and high-grade portfolio within proven basins with access to infrastructure providing low cost, lower carbon, high return potential Monetized portfolio of frontier exploration assets for ~$100 million upfront, with potential upside of up to $100 million through contingent payments
(1)
“Net Cash G&A” represents G&A excluding non-cash equity-based compensation expense.
(2)
Excluding impact of acquisitions
(3)
“EBITDAX” is defined in the Company’s 2020 Annual Report on Form 10-K.
40 |   2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
Base Salary
Base salary is the sole fixed component of our executive compensation program and represents a relatively modest portion of our named executive officers’ total compensation package, offering them a measure of certainty and predictability. We generally review salary ranges and individual salaries for our named executive officers annually. We establish the base salary for each named executive officer based on our review of pay levels across industry peers and business requirements for certain skills, individual experience and contributions, as well as the roles and responsibilities of the executive. We believe competitive base salaries are necessary to attract and retain an executive management team with the appropriate abilities and experience required to lead us and execute our strategy.
Our named executive officer salaries are intended to be competitive with those of our industry peers. We do not have a prescribed policy or broadly applied guideline for how salaries should compare to external survey data.
Base salaries are subject to change if, among other reasons, the executive’s experience or responsibilities change materially or there are changes in the competitive market environment.
In early 2020, the Compensation Committee reviewed the base salaries paid to each of our named executive officers. The Compensation Committee approved an increase of 2% 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
2019 Base Salary
2020 Base Salary
($)
($)
Mr. Inglis
1,007,855
1,028,012
Mr. Shah
460,000
Mr. Clark
655,636
668,749
Mr. Ball
603,580
615,652
Mr. Doughty
457,470
466,620
Mr. Chambers
603,652
615,725
Comparison of CEO 2020 and 2021 Direct Compensation
The table below highlights the Committee’s key compensation actions for our CEO in respect of the 2019-2020 compensation cycle (based on decisions made in January 2020) and the 2020-2021 compensation cycle (based on decisions made in January 2021).
Components of CEO Compensation
January 2020
Compensation Decisions
January 2021
Compensation Decisions
Change
($)
Base Salary
$1,028,012
$1,028,012
$0
Annual Cash Bonus (for Prior Year’s Performance)
$1,763,746
$0
​$(1,763,746)
Long-Term Equity Incentive Awards
$2,299,500
$2,208,900
​$(90,600)
Base Salary: The 2020 base salary represented a 2% increase from 2019, consistent with the adjustments applied to all named executive officers at the time. The Committee did not increase CEO base salary for 2021.
Annual Cash Bonus: The Committee determined that no annual cash bonuses would be awarded to our CEO and our other named executive officers for the 2020 performance year.
Long-Term Equity Incentive Awards: In early 2020, the Committee increased our CEO’s target incentive opportunity relative to 2019, as the target value of the 2019 equity awards granted to our CEO trailed the middle range of incentive opportunities measured across other US-based exploration and production companies of comparable size. In 2021, the grant date value of our CEO’s annual long-term equity incentive awards decreased as a result of the allocation of a fixed share pool across all of our officers. The values in the table
 2021 Proxy Statement | 41

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
above reflect the aggregate value of the annual awards of RSUs and PSUs granted to our CEO in 2020 and 2021 (with PSUs reflected at the target performance level), determined using our stock price on each of the applicable award grant dates (for 2020, $5.11 per share, and for 2021, $2.22 per share). The values reflected for these awards for 2020 may not align with the values reflected in the “Stock Awards”
column of the Summary Compensation Table or in the Grants of Plan Based Awards Table below, given that the SEC’s rules require us to reflect the value of the awards in such tables based on the accounting value of such awards (which takes into account, among other things, certain predictive assumptions regarding performance achievement and forfeitures).
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 2020), subject to applicable limitations under the Internal Revenue Code. In addition, members of our Senior Leadership Team may also defer base and cash bonus compensation on a pre-tax basis under our deferred compensation plan, with the Company providing a matching contribution equal to 8% of the amount deferred by each executive.
For details and the amounts of such benefits, see the “All Other Compensation” column of the 2020 Summary Compensation Table and the accompanying footnotes below.
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 “2020 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 “2020 Compensation—Potential Payments Upon Termination or Change in Control—Offer Letters” below.
Transition Agreement with Mr. Chambers: In connection with Mr. Chambers’ retirement on December 31, 2020, and in accordance with the Company’s existing executive retirement guidelines previously approved by the Compensation Committee, the Company entered into a transition agreement with Mr. Chambers on January 4, 2021, pursuant to which any RSU
and PSU awards held by Mr. Chambers that have been outstanding for at least one year since their grant date will continue to vest in accordance with their existing schedule, with any such PSU awards vesting only to the extent the applicable TSR performance condition is achieved. In addition, and in consideration for Mr. Chambers’ extended transition period since ceasing to serve as our Senior Vice President and Chief Financial Officer in May 2020, as well his additional responsibilities and contributions in supporting the Company through the impact of the COVID-19 pandemic, consistent with our executive retirement guidelines, Mr. Chambers received a one-time cash payment of $410,483.
Severance Policy: We maintain a change in control severance policy that is designed to encourage continuity of management and other employees after a “change in control” (as defined in the LTIP). The policy provides severance benefits to regular full-time U.S. employees whose employment is terminated in connection with a change in
42 |   2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
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 “2020 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 SEC’s adoption of a final rule 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 (or, if later, by January 1, 2022), 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, 2020, all of our executive officers were in compliance with the share ownership guidelines.
Policy Prohibiting Hedging Transactions
Our Dealing Policy prohibits our employees, including our named executive officers, from engaging in speculative transactions in the Company’s securities, including short sales and, unless our General Counsel provides prior written authorization, publicly traded options and margin accounts.
During the past five years, none of our named executive officers have engaged in any such hedging transactions with respect to any Company securities.
Compensation Risk Assessment
Our management team has reviewed our compensation policies and practices for all of our employees with our Compensation Committee. We believe that the following factors mitigate any potential risks: balanced pay mix; diversified performance metrics; emphasis on long-term equity incentive compensation tied to service and
performance conditions; the overall amount of compensation and internal control and oversight by the Compensation Committee and our Board.
The Compensation Committee has determined, based on this review, that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
 2021 Proxy Statement | 43

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
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.
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, 2020.
Respectfully submitted by the Compensation
Committee of the Board,
Adebayo (“Bayo”) O. Ogunlesi, Chair
Sir Richard Dearlove
Steven M. Sterin
44 |   2021 Proxy Statement

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
2020 Compensation Tables
The following tables contain information about the compensation we provided for 2020, 2019 and 2018 to our 2020 named executive officers.
2020 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
2020
1,028,012
3,636,630
58,059
4,722,701
2019
1,007,855
1,763,746
2,334,927
47,932
5,154,460
2018
978,500
1,712,375
3,614,395
56,452
6,361,722
Neal D. Shah(5)
Senior Vice President and Chief Financial Office
2020
460,000
1,212,210
34,581
1,706,791
Richard Clark
Senior Vice President and Head of Gulf of Mexico Business Unit
2020
668,749
1,776,638
49,927
2,495,314
2019
655,636
1,147,363
1,235,919
47,956
3,086,874
2018
185,658
477,405
1,815,243
26,826
2,505,132
Christopher J. Ball
Senior Vice President and Chief Commercial Office
2020
615,652
1,776,638
63,451
2,455,741
2019
603,580
905,370
1,235,919
46,062
2,790,931
2018
544,130
1,025,500
1,491,148
42,722
3,103,500
Jason E. Doughty
Senior Vice President and General Counsel
2020
466,620
1,278,182
39,276
1,784,078
2019
457,470
514,654
888,971
39,584
1,900,679
2018
443,068
582,942
1,362,470
33,402
2,421,882
Thomas P Chambers(6)
Former Senior Vice President and Chief
Financial Officer
2020
615,725
​528,203
1,143,928
2019
603,652
603,652
1,235,919
81,049
2,524,272
2018
586,070
879,105
1,909,394
183,428
3,557,997
(1)
The amounts in this column reflect the actual amounts of salary paid to our named executive officers in the relevant fiscal year.
(2)
The Compensation Committee determined not to award annual cash bonuses to any of our named executive officers for 2020. For additional information, see “Compensation Discussion and Analysis—Analysis of 2020 Executive Compensation Decisions—Annual Cash Bonus” above.
(3)
The amounts in this column reflect the aggregate grant date fair values of the RSUs and PSUs granted under the LTIP in 2020 to the named executive officers, in each case, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The actual value, if any, that the executives will realize for these awards is a function of the value of the underlying shares if and when these awards vest and, for PSU awards, the level of attainment of the applicable performance goal.
The amounts for the PSU awards were calculated based on the probable outcome of the performance condition as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. For these amounts, see the “Grant Date Fair Value of Stock and Option Awards” column of the “2020 Grants of Plan-Based Awards” table below. The following are the values of the PSU awards as of the grant date assuming attainment of the maximum level of performance: Mr. Inglis ($5,354,640), Mr. Shah ($1,784,880), Mr. Clark ($2,608,500), Mr. Ball ($2,608,500), and Mr. Doughty ($1,882,560). For additional information on how we account for equity-based compensation, see Note 12 to our consolidated financial statements in our 2020 Annual Report on Form 10-K.
(4)
The amounts reported for 2020 in this column for our named executive officers reflect the following:
(a)
For Mr. Inglis, includes: (i) matching contributions under the Company’s 401(k) plan ($22,800); (ii) payment of premiums for (a) executive life insurance ($11,487), (b) executive supplemental disability income insurance ($6,542) and (c) executive long-term care insurance ($4,721); (iii) the cost of an annual executive physical ($8,138); and (iv) reimbursement for financial planning services ($4,370).
(b)
For Mr. Shah, includes: (i) matching contributions under the Company’s 401(k) plan ($19,500); (ii) payment of premiums for (a) executive life insurance ($245), (b) executive supplemental disability income insurance ($3,130) and (c) executive long-term care insurance ($4,229); (iii) the cost of an annual executive physical ($3,127); and (iv) reimbursement for financial planning services $5,000.
 2021 Proxy Statement | 45

TABLE OF CONTENTS

EXECUTIVE COMPENSATION
(c)
For Mr. Clark, includes: (i) matching contributions under the Company’s 401(k) plan ($22,800); and (ii) payment of premiums for (a) executive life insurance ($14,858), (b) executive supplemental disability income insurance ($5,233) and (c) executive long-term care insurance ($7,036).
(d)
For Mr. Ball, includes: (i) matching contributions under the Company’s 401(k) plan ($22,800); (ii) payment of premiums for (a) executive life insurance ($4,235), (b) executive supplemental disability income insurance ($5,129) and (c) executive long-term care insurance ($3,284); (iii) reimbursement for financial planning services ($5,000); and (iv) reimbursement for moving expenses in connection with his move back to the United Kingdom ($23,002).
(e)
For Mr. Doughty, includes: (i) matching contributions under the Company’s 401(k) plan ($22,800); (ii) payment of premiums for (a) executive life insurance ($1,906), (b) executive supplemental disability income insurance ($5,962) and (c) executive long-term care insurance ($4,229); and (iii) the cost of an annual executive physical ($4,378).
(f)
For Mr. Chambers, includes: (i) matching contributions under the Company’s 401(k) plan ($22,800); (ii) payment of premiums for (a) executive life insurance ($29,371), (b) executive supplemental disability income insurance ($6,261) and (c) executive long-term care insurance ($5,974); (iii) the cost of an annual executive physical ($4,136); (iv) Company matching contributions to our non-qualified deferred compensation plan ($49,178); and (v) a one-time cash payment to Mr. Chambers in consideration for his services during his extended transition period through the end of 2020 and his additional responsibilities and contributions in supporting the Company through the impact of the COVID-19 pandemic during such period ($410,483). See “Potential Payments on Termination or Change in Control—Transition Agreement with Mr. Chambers” below for additional details.
(5)
Mr. Shah was promoted to the position of Senior Vice President and Chief Financial Officer, effective May 11, 2020.
(6)
Mr. Chambers ceased serving as the Company’s Senior Vice President and Chief Financial Officer, effective May 11, 2020. Mr. Chambers retired from the Company effective December 31, 2020.
2020 Grants of Plan-Based Awards
The following table provides information on grants of plan-based awards made to our named executive officers during 2020.
Name
Grant Date
Approval
Effective
Date
Estimated Future
Payouts Under Non-
Equity Incentive Plan
Awards(1)
Estimated Future Payouts Under
Equity Incentive Plan
Awards(2)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)(3)
Grant Date
Fair Value
of Stock and
Option Awards
($)(4)
Target ($)
Maximum ($)
Threshold (#)
Target (#)
Maximum (#)
Andrew G. Inglis
1,028,012
01/31/2020
01/24/2020