Adebayo (“Bayo”) O. Ogunlesi
Kosmos EnergyAbout Adebayo (“Bayo”) O. Ogunlesi
Adebayo O. Ogunlesi, age 71, is a Class II director of Kosmos Energy and has served on the board since 2011; he was appointed Lead Independent Director in 2025. He is Senior Managing Director at BlackRock and a member of its Global Executive Committee, joined BlackRock’s board in November 2024, and is Chairman and CEO of Global Infrastructure Partners (founded 2006); previously he served as Executive Vice Chairman and Chief Client Officer and, from 2002–2004, Head of Global Investment Banking at Credit Suisse. He holds a B.A. in PPE (First Class) from Oxford University, a J.D. (magna cum laude) from Harvard Law School, and an M.B.A. from Harvard Business School, and clerked for Justice Thurgood Marshall of the U.S. Supreme Court (1980–1981).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Infrastructure Partners (GIP) | Chairman & CEO | 2006–present | Led global infrastructure investing across energy, transport, water in OECD and select emerging markets |
| Credit Suisse | Executive Vice Chairman & Chief Client Officer, Investment Banking Division | Pre-2006 (prior to founding GIP) | Senior responsibility for corporate and sovereign investment banking clients |
| Credit Suisse | Head, Global Investment Banking Department | 2002–2004 | Led global IB franchise |
| Supreme Court of the United States | Law Clerk to Justice Thurgood Marshall | 1980–1981 | High court judicial clerkship |
External Roles
| Organization | Role | Tenure/Status | Notes / Interlocks |
|---|---|---|---|
| BlackRock, Inc. | Senior Managing Director; Director; Member, Global Executive Committee | Director since Nov 2024; current | BlackRock owned 11.86% of KOS as of Mar 6, 2025 (56,660,534 shares) |
| Topgolf Callaway Brands | Director | Current | Public company directorship |
| OpenAI | Board of Directors | Since Jan 2025 | Technology/cybersecurity experience cited |
Board Governance
- Independence: The board determined Mr. Ogunlesi is independent under NYSE rules and Exchange Act Rule 10A-3. The board has a majority of independent directors.
- Lead Independent Director: Serving as Lead Independent Director since 2025 with explicit authorities including presiding over executive sessions, setting agendas for independent directors, approving board agendas/schedules, leading board/CEO evaluations, and liaising with shareholders upon request.
- Committee Assignments: Chair, Compensation Committee. Noted that all committee members are independent; no compensation committee interlocks.
- Meetings and Attendance: Board met 6 times in 2024; no incumbent director attended fewer than 75% of aggregate board and assigned committee meetings. Compensation Committee met 3 times in 2024.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $75,000 | Annualized rate in 2024 |
| Compensation Committee Chair retainer | $25,000 | Annualized rate in 2024 |
| Lead Independent Director retainer | $0 | Role established in 2025; no 2024 payment |
| Fees earned or paid in cash (reported) | $100,000 | Elected to receive 100% of annual cash retainer in common stock |
| Shares received in lieu of 2024 cash retainer | 13,322 shares | Issued June 6, 2024 |
| Annual equity retainer (RSUs, grant-date value) | $170,000 | Service‑vesting RSUs granted at annual meeting |
| RSUs outstanding at 12/31/24 (vest June 2025) | 30,196 units | Director RSUs accelerate on death/disability or change in control |
| Total reported 2024 director compensation | $270,000 | Sum of reported cash fees and stock awards |
Director Stock Ownership Guidelines:
- Requirement: 5x annual cash board retainer within five years; all non-employee directors were in compliance as of 12/31/24.
Performance Compensation (Director)
| Performance-Based Element | Detail |
|---|---|
| Performance awards for directors | None; non-employee director equity is service-vesting RSUs only |
| Options | Company does not currently grant stock options; policy focuses on RSUs/PSUs for employees, not directors |
| Acceleration terms (director RSUs) | RSUs granted in 2024 accelerate on death/disability or change in control |
Other Directorships & Interlocks
| Entity | Nature of Link to KOS | Potential Interlock Consideration |
|---|---|---|
| BlackRock, Inc. | 11.86% KOS shareholder as of Mar 6, 2025 (56,660,534 shares) | Mr. Ogunlesi is a Senior Managing Director and a Director at BlackRock; board has determined his independence at KOS |
| Topgolf Callaway Brands | None disclosed | Public company directorship |
| OpenAI | None disclosed | Board service noted for technology/cybersecurity expertise |
Expertise & Qualifications
- Education: B.A. in PPE (First Class), Oxford; J.D. (magna cum laude), Harvard Law; M.B.A., Harvard Business School.
- Professional expertise: Infrastructure investing (GIP), global investment banking leadership (Credit Suisse), technology/cybersecurity exposure (OpenAI board).
- Governance credentials: Lead Independent Director responsibilities; Compensation Committee Chair; prior high-level client leadership roles.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Mar 6, 2025) | 1,689,502 shares; <1% of outstanding (based on 477,904,652 shares) |
| Director RSUs outstanding at 12/31/24 | 30,196 units (scheduled to vest in June 2025) |
| Director ownership guideline | 5× annual cash board retainer; in compliance as of 12/31/24 |
Insider Trades and Section 16 Compliance
| Item | Detail |
|---|---|
| Section 16(a) filings | Company reports all directors and officers complied with Section 16(a) filing requirements for 2024 |
| Share issuance in lieu of 2024 cash retainer | 13,322 fully vested common shares issued June 6, 2024 per election to take cash retainer in stock |
Governance Assessment
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Strengths
- Lead Independent Director with robust authorities (agenda-setting, executive sessions, CEO/board evaluations, shareholder liaison), enhancing independent oversight.
- Chair of Compensation Committee; committee independence affirmed; no interlocks; use of independent consultant (Meridian) with independence confirmed.
- Attendance: Board met 6 times in 2024; no director below 75% attendance; directors attended 2024 annual meeting.
- Alignment: Strong director equity component (annual RSUs), option to take cash retainer in stock (which he did), and 5x ownership guideline with full compliance.
- Shareholder support: Say‑on‑pay approval ~97% in 2024, indicating favorable investor sentiment on compensation governance.
- No related‑party transactions involving directors/officers since Jan 1, 2024 reported by the company.
-
Risk indicators / Red flags to monitor
- Significant interlock risk: Mr. Ogunlesi’s BlackRock roles (Senior Managing Director and Director) alongside BlackRock’s 11.86% stake in KOS could create perceived conflicts in matters involving large shareholder interests; board has nevertheless affirmed his independence. Monitor recusal protocols and disclosure rigor.
- Multiple external commitments (BlackRock board/executive role and OpenAI board) warrant monitoring for capacity/engagement, though 2024 attendance thresholds were met and no shortfalls disclosed.
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Overall view: Governance profile is strengthened by independent leadership, compensation oversight, high ownership alignment, and clean related‑party profile; primary watchpoint is BlackRock interlock given its substantial shareholding.