Andrew G. Inglis
Kosmos EnergyAbout Andrew G. Inglis
Andrew G. Inglis (age 66) has served as Chairman and Chief Executive Officer of Kosmos Energy since March 1, 2014. He previously was Chief Executive of Integrated Energy Services and a board director at Petrofac (2011–2014), and spent 30 years at BP, including as Executive Director on BP’s board (2007–2010) and EVP/Deputy CEO of E&P (2004–2007). He holds a Master’s in Engineering from Cambridge, is a Chartered Mechanical Engineer, and a Fellow of the Institution of Mechanical Engineers and the Royal Academy of Engineering . Performance context: 2024 revenue was approximately $1.7 billion; Net Income $189.9 million; EBITDAX $1,070.4 million; and 5-year cumulative TSR (2019–2024 base $100) was $61.04 vs peer group $97.57, indicating underperformance relative to peers in the 5-year window .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BP p.l.c | Executive Director (Board) | 2007–2010 | Senior leadership and governance at supermajor; preceded by EVP/Deputy CEO of E&P (2004–2007), shaping global upstream execution . |
| BP p.l.c | EVP & Deputy CEO, E&P | 2004–2007 | Global upstream portfolio leadership and execution . |
| Petrofac Ltd. | Chief Executive, Integrated Energy Services; Board Director | 2011–2014 | Led integrated E&P services strategy; board oversight at a global OFS firm . |
| Kosmos Energy | Chairman & CEO | 2014–present | Led pivot from capital-intensive phase to FCF focus; GTA LNG first gas and LNG achieved; cost and leverage reduction agenda . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BP p.l.c | Executive Director (Board) | 2007–2010 | Prior public company board service; no current outside public directorships disclosed for Mr. Inglis . |
Fixed Compensation
| Metric (CEO) | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 1,161,826 | 3% increase vs 2023; base is modest share of total comp . |
| Target Bonus (% of Salary) | 100% | Plan design; bonus range 0–200% of target . |
| Actual Annual Bonus Paid ($) | 871,369 | Committee applied negative discretion to 87% of base pool after 68.4% KPI score . |
Performance Compensation
Annual Cash Incentive Design and 2024 Outcomes
| KPI Category | Weight | Illustrative Targets | Achievement | Result Contribution |
|---|---|---|---|---|
| ESG (anti-corruption, HSES, emissions disclosure, workforce engagement) | 20% | Zero violations; deliver HSES plan; emissions transparency; engagement | Achieved | 20% . |
| Operational Milestones (Ghana, GoA, EG, Mauritania/Senegal) | 55% | Jubilee >103 Mbopd; Winterfell on-time; projects on budget; GTA first LNG 4Q24 | Mixed: several achieved; Jubilee/Winterfell/GTA timing shortfalls | 38.4% . |
| Corporate/Financial (Production 73–77 Mboepd; EBITDAX $1.3–1.4B @ $75 Brent; Capex $700–750m; FCF positive; refinancing) | 20% | Deliver targets and liquidity | Not achieved for volume/EBITDAX/FCF/Capex; refinancing achieved | 5% . |
| Strategic M&A/D | 5% | Mature M&A to enhance resilience | Achieved | 5% . |
| Total KPI Score and Pool Funding | — | — | 68.4% KPI; pool interpolated to 88.4% then reduced to 87% | 87% of base pool; CEO bonus $871,369 . |
Long-Term Equity (granted Jan 31, 2024; approval effective Jan 18, 2024)
- Mix: ~2/3 PSUs (relative TSR), ~1/3 RSUs (service-based) for NEOs, including CEO .
- CEO RSUs: 270,600 units; vest 1/3 each Jan 31 of 2025, 2026, 2027; grant-date fair value $1,729,134 .
- CEO PSUs: Target 549,400; Threshold 137,350 (25%); Max 1,098,800; 3-year performance period Jan 2, 2024 – Jan 2, 2027; grant-date fair value $4,752,310 .
- PSU metric: Relative TSR vs performance peers (Africa Oil, Aker BP, Capricorn, Energean, Genel, Harbour, Murphy, Talos, Tullow); payout 0–200% based on rank and interpolation across “Middle Zone” .
- Settlement of above-target PSU portion may be in cash at Committee discretion to manage dilution .
- Recent PSU vesting: 2022 PSU grant paid at 129.1% of target on Jan 3, 2025 (settlements: CEO 691,976 shares) .
Vesting Timeline (CEO, as of 12/31/2024)
| Award Type | Tranche(s) | Scheduled Vest Dates | Quantity |
|---|---|---|---|
| RSU | Single | Jan 31, 2025 | 88,000 . |
| RSU | 2 tranches | Jan 31, 2025; Jan 31, 2026 | 155,692 (split ratably) . |
| RSU | 3 tranches | Jan 31, 2025; Jan 31, 2026; Jan 31, 2027 | 270,600 (split ratably) . |
| PSU (2022 grant) | Cliff (service) | Jan 31, 2025 (performance period ended Jan 3, 2025) | 536,000 at max; paid 129.1% of target at settlement . |
| PSU (2023 grant) | 2 service tranches; performance period end Jan 3, 2026 | Jan 31, 2025; Jan 31, 2026 | 474,154 at max (performance-vesting) . |
| PSU (2024 grant) | 3 service tranches; performance period end Jan 2, 2027 | Jan 31, 2025; Jan 31, 2026; Jan 31, 2027 | 549,400 at target (max 1,098,800) . |
Note: 2024 CEO vesting delivered realized value on 1,683,971 shares (company-wide: mix of RSU/PSU vestings across NEOs), highlighting potential periodic supply from scheduled settlements; hedging and margin accounts are restricted by policy, which may limit certain monetization strategies .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 3,430,154 shares as of March 6, 2025; less than 1% of outstanding (477,904,652 shares) . |
| Unvested RSUs (CEO) | 514,292 units (market value $1,758,879 at $3.42 on 12/31/2024) . |
| Unearned PSUs (CEO) | 1,559,554 units at max (market value $5,333,675 at $3.42 on 12/31/2024); actual payout depends on TSR and service . |
| Ownership Guidelines | CEO 6x salary; others 3x; all executives in compliance as of 12/31/2024 . |
| Hedging / Pledging | Hedging prohibited without prior written authorization; publicly traded options and margin accounts restricted; Company states no NEO hedging in past five years. No explicit disclosure of share pledging as collateral . |
| Director Compensation | Inglis receives no additional director fees for board service . |
Employment Terms
| Provision | Summary (CEO) |
|---|---|
| Role start date | March 1, 2014 (Chairman & CEO) . |
| Severance (no CoC) | If terminated without cause or resigns for good reason: 2x (base + target bonus), paid over 24 months; 24 months benefits continuation . |
| Change-in-Control (equity) | RSUs: double-trigger acceleration (various conditions). PSUs: for CEO, performance deemed achieved at maximum on change-in-control; service condition rules then apply similar to RSUs . |
| Illustrative CoC Economics (as of 12/31/2024) | Equity acceleration valued at $12,426,228 if CoC (also for death/disability); if involuntary termination in connection with CoC, cash severance $4,647,304 + target bonus $1,161,826 + benefits/outplacement $84,651 (total $18,320,009 incl. equity) . |
| Clawbacks | Financial restatement (Exchange Act 10D/NYSE) and detrimental conduct policies; 3-year lookback for certain misconduct . |
Board Governance
- Dual role: Inglis is both Chairman and CEO; the board has a robust Lead Independent Director role (currently Adebayo “Bayo” Ogunlesi) with powers over executive sessions, agenda-setting, CEO evaluation, and shareholder engagement, mitigating independence concerns .
- Independence/structure: All non-employee directors independent; committees (Audit, Compensation, Nominating & Corporate Governance, Health/Safety/Environment/Sustainability) fully independent; Inglis serves on no board committees .
- Attendance: Board held six meetings in 2024; no director <75% attendance; all then-serving directors attended the 2024 annual meeting .
Director Service and Committees (pertinent to CEO’s dual-role implications)
- Board leadership structure explicitly evaluated annually; board determined combined Chair/CEO optimal with empowered Lead Independent Director .
- Director independence and committee composition in compliance with NYSE; CEO not on committees .
Say‑on‑Pay & Peer Group
- 2024 Say‑on‑Pay support: ~97% “FOR,” indicating strong shareholder backing of NEO pay program .
- PSU performance peer set: Africa Oil, Aker BP, Capricorn Energy, Energean, Genel Energy, Harbour Energy, Murphy Oil, Talos Energy, Tullow Oil .
- Survey/benchmarking reference: Meridian survey of North American E&P peers (Annex A) and separate CEO benchmarking list used for context (non-determinative) .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income (Loss) ($) | (411,586,000) | (77,836,000) | 226,551,000 | 213,520,000 | 189,851,000 |
| EBITDAX ($) | 424,987,000 | 969,136,000 | 1,436,342,000 | 1,238,151,000 | 1,070,355,000 |
| Cumulative TSR ($100 base, end of year) | 41.94 | 61.75 | 113.51 | 119.76 | 61.04 |
| Peer Group TSR ($100 base) | 68.12 | 92.13 | 117.02 | 118.12 | 97.57 |
| Revenue (approx.) | — | — | — | — | ~1.7 billion |
Highlights and execution notes:
- 2024 operational delivery included first gas at GTA in December 2024 and first LNG cargo in April 2025; Winterfell first oil in 2024; Jubilee infill and 4D seismic prep; 2P reserves 528 mmboe with 137% RRR and ~22-year R/P life; balance sheet refinanced ($900m bonds; $1.35b RBL) .
- 2024 safety outcomes: TRIR 0.00; LTIR 0.00; no hydrocarbon spills; maintained MSCI AAA ESG rating .
Compensation Structure Analysis
- Strong “at-risk” orientation: Majority of CEO pay is variable via annual bonus and equity; 2024 stock awards ($6.48m grant-date value) exceeded fixed pay, with equity mix tilted to PSUs (relative TSR) to align with shareholders .
- Shift and risk profile: No stock options granted; equity in RSUs/PSUs reduces risk of option repricing and ties value to absolute and relative performance; no excise tax gross‑ups; robust clawbacks in place .
- Discretion and rigor: 2024 KPI score (68.4%) led to negative discretion on pool (to 87% of base), reflecting accountability for missed production/FCF/EBITDAX targets .
- Change‑in‑control provisions: CEO PSUs deemed at max on CoC (a potential windfall); RSUs/PSUs otherwise largely double‑trigger—mitigates, but CoC PSU term is a notable outlier versus best practices .
Equity Overhang, Vesting Schedules, and Insider Selling Pressure
- Near-term supply: CEO has sizable scheduled RSU/PSU settlements in January 2025–2027, which can contribute to episodic selling (for tax or diversification) as awards vest; 2024 saw 1,683,971 shares vest for the CEO (value $10.2m at vest-date price across awards), indicating meaningful periodic settlements .
- Policy constraints: Hedging and margin accounts restricted (with limited authorization allowed), reducing use of derivative monetization or pledging strategies; no hedging by NEOs in past five years disclosed .
- Pledging: No explicit disclosure of pledged shares; if any, not presented in the proxy .
Employment Terms (Detail)
| Trigger | Cash | Equity | Benefits/Other | Notes |
|---|---|---|---|---|
| Termination without Cause / Good Reason (no CoC) | 2x (base + target bonus) over 24 months | No automatic acceleration beyond standard award terms | 24 months medical/dental | CEO offer letter . |
| CoC + Involuntary Termination | 24 months base + 2x target bonus lump sum | RSUs double-trigger; PSUs: performance fixed at actual (others) vs maximum for CEO; then service rules | 24 months healthcare + 18 months outplacement | CEO total modeled $18.32m incl. equity as of 12/31/24 . |
| Death/Disability | — | Full acceleration modeled at $12.43m | — | As of 12/31/24 . |
Board Service: Roles, Committees, Independence
- Board service history: Director since 2014; currently Class I (term expires 2026); serves as Chairman; not on committees .
- Committees and independence: All standing committees are independent and chaired by independent directors; Lead Independent Director appointed (2025) to counterbalance dual role .
- Dual‑role implications: Combined Chair/CEO concentrates authority but is mitigated by a robust Lead Independent Director charter (agenda approval, executive sessions, CEO evaluation, shareholder availability) and majority‑independent board .
Investment Implications
- Alignment: High equity mix with multi-year, relative TSR PSU design aligns CEO outcomes with shareholder returns; strong ownership guidelines (6x salary) and compliance support “skin in the game” .
- Execution risk vs pay outcomes: 2024 KPI under-delivery on production/EBITDAX/FCF translated into moderated bonus funding (87% of base pool), demonstrating pay-for-performance discipline; however, 5-year TSR underperformance vs peers signals continued execution risk and market skepticism .
- Event risk: CEO PSUs deemed maximum on CoC could create outsized change‑in‑control value and potential deal incentives; investors may prefer re‑negotiation to “actual performance through closing” to avoid windfalls .
- Selling pressure watch-outs: Meaningful scheduled vesting through 2027 and 2024’s large vestings suggest periodic supply; hedging/margin restrictions reduce aggressive monetization but tax‑related sales remain likely around vest dates .
- Governance mitigants: Strong Lead Independent Director role, fully independent committees, clawbacks, no excise tax gross‑ups, and high say‑on‑pay support (97%) lower governance risk perceptions despite combined Chair/CEO structure .