Deanna L. Goodwin
Kosmos EnergyAbout Deanna L. Goodwin
Independent director at Kosmos Energy since 2018 (Class II); age 60. Former President, North America region at Technip (2013–2017), previously COO Offshore North America (2012–2013), and earlier CFO of Technip USA; led integration of Technip’s $1.3 billion acquisition of Global Industries. Earlier roles include President, North & South America at Veritas DGC (1993–2007) and Audit Manager at Price Waterhouse; B.Comm (Accounting) from the University of Calgary; Canadian Chartered Accountant designation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Technip | President, North America | 2013–2017 | Led $1.3B Global Industries acquisition integration; senior operating leadership in energy services . |
| Technip | COO, Offshore North America | 2012–2013 | Operational leadership for offshore portfolio . |
| Technip USA, Inc. | SVP & CFO | Prior to 2012 | Financial leadership for U.S. unit . |
| Veritas DGC | Various roles incl. President, North & South America | 1993–2007 | Regional P&L leadership in geophysical services . |
| Price Waterhouse | Audit Manager | Early career | Public accounting; financial reporting expertise . |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Arcadis N.V. | Director | Audit Committee Chair . |
| Oceaneering International, Inc. | Director | Audit Committee member; Compensation Committee Chair . |
Board Governance
- Committees at Kosmos: Chair, Health, Safety, Environment & Sustainability (HSES); Member, Compensation Committee .
- Independence: Board determined Ms. Goodwin is independent under NYSE and Exchange Act Rule 10A-3 .
- Attendance: Board met 6 times in 2024; committees met as shown (Audit 4; Compensation 3; Nominating 1; HSES 4). No incumbent director attended fewer than 75% of aggregate Board and committee meetings; all directors attended the June 2024 annual meeting .
- Lead Independent Director structure in place (Bayo Ogunlesi appointed LID in 2025), with robust responsibilities for independent oversight .
Fixed Compensation
| Year | Cash Fees ($) | Equity ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 100,000 | 170,000 | 270,000 | Non-employee director; standard equity in RSUs; no “other” comp . |
| Cash Retainer Schedule (2024) | Amount ($) |
|---|---|
| Board Member | 75,000 |
| HSES Committee Chair | 25,000 |
| Compensation Committee Chair | 25,000 |
| Audit Committee Chair | 50,000 |
| Nominating & Corporate Governance Chair | 50,000 |
- Directors may elect to take cash retainers in fully vested common stock at the annual meeting; in 2024, two directors did so (Ms. Goodwin did not) .
Performance Compensation
| Element | Detail |
|---|---|
| Annual Director Equity | Service-vesting RSUs with annual grant date value of $170,000; granted at annual meeting (pro-rated for mid-year joins) . |
| Outstanding RSUs (12/31/2024) | 30,196 RSUs scheduled to vest in June 2025 for each non-employee director, including Ms. Goodwin . |
| Vesting/Acceleration | 2024 RSUs accelerate upon death, disability, or change in control . |
Other Directorships & Interlocks
| Company | Sector Overlap with KOS | Potential Conflict Notes |
|---|---|---|
| Arcadis N.V. | Engineering/consulting, potential infrastructure interfaces | No related-party transactions disclosed by Kosmos since Jan 1, 2024; Board independence affirmed . |
| Oceaneering International, Inc. | Oilfield services supplier to E&P industry | While sector adjacency exists, Kosmos disclosed no related-party transactions since Jan 1, 2024; Ms. Goodwin deemed independent . |
Expertise & Qualifications
- Energy operations and project integration leadership (Technip), deep offshore experience; financial oversight credentials (former CFO; Audit Committee roles externally) .
- HSES oversight expertise as Chair of Kosmos’ HSES Committee, with remit over HSE targets, climate strategy, and sustainability reporting; committee met 4 times in 2024 .
- Compensation governance expertise via Compensation Committee roles at both Kosmos and Oceaneering .
Equity Ownership
| Holder | Beneficially Owned Shares | % Outstanding | Notes |
|---|---|---|---|
| Deanna L. Goodwin | 99,532 | <1% | As of March 6, 2025; excludes RSUs . |
| Unvested/Upcoming Equity | Amount | Vesting Timing | Notes |
|---|---|---|---|
| RSUs outstanding (12/31/2024) | 30,196 | Scheduled June 2025 | 2024 grants; acceleration on death/disability/CIC . |
| Director Ownership Policy | Requirement | Compliance |
|---|---|---|
| Ownership guideline | 5x annual cash board retainer within 5 years; hold 100% net shares until met | All non-employee directors in compliance as of 12/31/2024 . |
Section 16 compliance: Kosmos reports all directors and officers complied with Section 16(a) filing requirements in 2024 (no delinquencies) .
Governance Assessment
- Board effectiveness: Independent director chairing HSES with explicit oversight of HSE targets, climate risk, and sustainability reporting—signals robust non-financial risk oversight; HSES met 4 times in 2024 .
- Independence/attendance: Independence affirmed; no attendance shortfalls; full annual meeting participation—a positive engagement signal .
- Pay alignment: Director pay is modest, balanced cash/equity; equity vests with service and accelerates only on death/disability/CIC; ownership guidelines at 5x cash retainer—good alignment with shareholders .
- Conflicts/related-party: Company discloses no related-party transactions since Jan 1, 2024; Goodwin serves at sector-adjacent companies (Oceaneering, Arcadis) but remains NYSE/Rule 10A-3 independent .
- Shareholder signals: Say-on-pay received ~97% support at the 2024 meeting, indicating broad investor alignment with compensation governance; Compensation Committee independent and advised by an independent consultant .
- Risk controls: Formal clawback policies, ownership/Dealing Policy, and committee risk reviews described; Audit Committee oversees cyber and reserves reporting, complementing HSES oversight of safety/environment .
RED FLAGS: None disclosed specific to Ms. Goodwin (no related-party transactions; no attendance shortfall; independence affirmed). Potential perceived interlock risk exists given Oceaneering’s industry role, but no transactions disclosed and independence maintained .