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J. Mike Stice

Director at Kosmos EnergyKosmos Energy
Board

About J. Mike Stice

Independent director at Kosmos Energy (KOS) since 2023, age 66. Stice brings four decades of oil and gas operating and midstream leadership, including CEO of Access Midstream (formerly Chesapeake Midstream Partners), and academic leadership as former Dean of the University of Oklahoma’s Mewbourne College of Earth and Energy (now Professor). He holds a BS in Chemical Engineering (University of Oklahoma), an MBA (Stanford), and an EdD (George Washington University). He is designated an Audit Committee financial expert and serves on KOS’s Audit and Nominating & Corporate Governance Committees .

Past Roles

OrganizationRoleTenureCommittees/Impact
Conoco / ConocoPhillipsEngineering/operations leadership; President, Conoco Energy Solutions; President, ConocoPhillips Qatar1981–2003 (roles from 1981; President roles 2001 and 2003)Progressive operating leadership across U.S., Australia, Asia; business unit leadership
Chesapeake Midstream Development (wholly owned by Chesapeake Energy)President & COO; SVP Natural Gas Projects2008–2009Led midstream development; senior gas project leadership
Chesapeake Midstream Partners → Access Midstream PartnersCEO; Director2009–2014 (CEO through 2014; name change 2012)Chief executive through MLP evolution; retired 2014
University of Oklahoma, Mewbourne College of Earth and EnergyDeanAug 2015–Jan 2023Academic leadership; now Professor (since Jan 2023)
MarkWest Energy Partners, L.P.Director (former)Not stated (former)Board service at major midstream partnership
Spartan Acquisition III Corp.Director (former)Not stated (former)SPAC board experience

External Roles

CompanyRoleCommitteesNotes
Marathon Petroleum CorporationDirectorAudit; Corporate Governance & Nominating; Sustainability & Public PolicyLarge U.S. refiner; multiple committee assignments
MPLX GP LLCDirectorNot disclosedGP of MPLX (midstream, controlled by MPC)

Board Governance

DimensionDetail
IndependenceDetermined independent under NYSE and Rule 10A‑3
KOS CommitteesAudit (member); Nominating & Corporate Governance (member)
Financial ExpertIdentified as Audit Committee “financial expert”
Meetings (2024)Board met 6 times; no director attended <75% of Board+committee meetings on which they served
Committee Activity (2024)Audit met 4x; Nominating & Corporate Governance met 1x
Lead Independent DirectorRole established; A. Ogunlesi is LID with strong authorities (agendas, executive sessions, CEO eval)
Cybersecurity OversightAudit Committee oversees information and cybersecurity risk with at least quarterly updates

Fixed Compensation (Director)

Component2024 AmountNotes
Annual Board cash retainer$75,000Annualized retainer for non-employee directors
Committee chair fees$0Not a chair; chair fees: Audit $50k, N&CG $50k, HSES $25k, Comp $25k
Total fees earned (cash)$75,000As reported for Stice

Performance Compensation (Director)

InstrumentGrant DateUnits/ValueVesting/Terms
Annual RSU awardJun 6, 2024$170,000 grant-date fair valueService-vesting; annual grant on meeting date; accelerates on death/disability or change in control
RSUs outstanding (as of 12/31/24)N/A30,196 RSUsScheduled to vest in June 2025

KOS provides directors the option to take all/part of annual cash retainer in fully vested common stock elected prior year-end; 2024 elections noted for certain directors (not specified for Stice) with shares issued on Jun 6, 2024 .

Other Directorships & Interlocks

CompanySector Link to KOSPotential Interlock RiskEvidence/Disclosure
Marathon Petroleum (MPC)Downstream/refining; potential customer/offtaker/geography overlapPossible industry adjacency; mitigated by KOS related-party review policyNo related-party transactions disclosed since Jan 1, 2024; N&CG reviews any such transactions
MPLX GP LLCMidstream/logistics; potential infrastructure adjacencyPossible adjacency via midstream; policy oversight appliesNo related-party transactions disclosed since Jan 1, 2024

Expertise & Qualifications

  • Deep operating and midstream leadership (Conoco/ConocoPhillips; Chesapeake/Access Midstream CEO) relevant to E&P capital allocation, project execution, and midstream commercialization .
  • Academic leadership in petroleum geoscience/engineering education; enhances HSES and talent oversight perspective .
  • Audit Committee financial expert; strengthens financial reporting, reserves oversight, and risk controls .
  • Broad external board service across downstream and midstream (MPC, MPLX GP LLC) informs market/industry dynamics .

Equity Ownership

MetricValue
Beneficial ownership (common shares)28,202 shares; <1% of outstanding
Unvested director RSUs (12/31/24)30,196 RSUs (vest June 2025)
Director ownership guideline5x annual cash board retainer within 5 years; retain 100% net shares until met
Compliance status (as of 12/31/24)All non-employee directors in compliance

Governance Assessment

  • Strengths: Independent; Audit financial expert; active on Audit and Nominating; Board/committee attendance thresholds met; strong lead independent director structure; Audit Committee explicitly oversees cybersecurity; robust related-party review; director stock ownership guidelines with full compliance .
  • Alignment: Mix of cash ($75k) and equity ($170k RSUs) promotes long-term alignment; RSUs subject to service and accelerate only upon death/disability/change of control; optional stock-in-lieu-of-cash program enhances ownership culture .
  • Potential conflicts: Concurrent directorships at MPC and MPLX GP LLC create sector adjacencies; however, KOS discloses no related-party transactions in 2024 and maintains formal related-person transaction approval by N&CG, reducing conflict risk .
  • Shareholder sentiment: Say-on-pay received ~97% support in 2024, signaling high investor confidence in compensation governance more broadly .
  • Policies: Company Dealing Policy covers directors, officers and employees; explicit hedging prohibitions stated for employees/NEOs; Section 16(a) compliance reported; enhances trading/ethics posture .

RED FLAGS: None disclosed regarding related-party transactions, attendance shortfalls, or pledging/hedging by directors in 2024. Continued monitoring warranted for potential counterparty interactions given MPC/MPLX affiliations, but no reportable transactions were disclosed .

Citations: All data points are sourced from KOS 2025 DEF 14A proxy statement as cited inline.