Kosmos Energy (KOS) Proxy Filing summary

Executive summary

• Focused on delivering secure, affordable, and cleaner energy, with diversified production in Ghana, Equatorial Guinea, Mauritania, Senegal, and the Gulf of America.

• Achieved first gas at the Greater Tortue Ahmeyim LNG project, establishing a new Atlantic Basin LNG hub.

• 2024 marked the end of a capital-intensive period; 2025 capital expenditure targeted at $400 million or less, a reduction of over 50% from recent years.

• Pursuing $25 million in annual overhead reduction by year-end 2025, with a focus on generating sustainable free cash flow and reducing debt.

• Earned MSCI's highest AAA ESG rating for the third consecutive year and recognized as one of America's Most Responsible Companies.

Voting matters and shareholder proposals

• Election of three Class III directors to serve until the 2028 annual meeting.

• Ratification of Ernst & Young LLP as independent auditor for 2025 and authorization for the Audit Committee to determine remuneration.

• Advisory vote to approve named executive officer compensation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight directors, with 88% independence and diverse experience in E&P, international operations, finance, ESG, and cybersecurity.

• Board leadership structure combines CEO and Chairman roles, with a Lead Independent Director providing oversight.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Health, Safety, Environment and Sustainability.

• All committee members are independent; annual performance evaluations are conducted.

• Directors are subject to robust share ownership guidelines and all are in compliance.