Josh R. Marion
Kosmos EnergyAbout Josh R. Marion
Josh R. Marion is Senior Vice President, General Counsel, and Corporate Secretary of Kosmos Energy, appointed effective July 8, 2024; he joined Kosmos in July 2012 and previously served as Senior Counsel, Associate General Counsel, and Vice President & Deputy General Counsel. He is 42 and holds a B.B.A. in Accounting and an M.S. in Finance from Texas A&M University, and a J.D. from SMU Dedman School of Law . Kosmos emphasizes pay-for-performance with PSUs tied to relative TSR; the 2022 PSU award paid out at 129.1% of target based on the TSR metric . Key financial context is below.
| Metric ($USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $2,245,355,000* | $1,701,608,000 | $1,675,358,000 |
| EBITDA | $1,342,803,000* | $1,140,878,000* | $929,215,000* |
Values with an asterisk were retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kosmos Energy | Senior VP, General Counsel & Corporate Secretary | Jul 2024–present | Succeeded prior GC; oversight of legal and corporate secretary functions; orderly transition supported by senior advisor arrangement |
| Kosmos Energy | Vice President & Deputy General Counsel | Mar 2021–Jul 2024 | Deputy leadership of legal function |
| Kosmos Energy | Associate General Counsel | May 2014–Mar 2021 | Senior legal counsel |
| Kosmos Energy | Senior Counsel | Jul 2012–May 2014 | Legal counsel |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Base salary rate (approved for 2024) | $450,000 |
| Salary actually paid (2024) | $394,525 |
| Target bonus (%) | 75% of base salary |
| Target bonus ($) | $337,500 |
| Actual bonus paid (2024) | $337,500 |
| All Other Compensation (2024) | $30,903 |
Perquisites detail (2024):
- 401(k) match: $23,000; executive life insurance premiums: $299; supplemental disability income insurance premiums: $2,604; financial planning reimbursement: $5,000 .
Performance Compensation
Annual Cash Incentive (2024)
| Element | Detail |
|---|---|
| Plan | Annual cash bonus based on Company KPIs and performance (target and maximum opportunities set; actual payout disclosed) |
| Target | $337,500 |
| Maximum | $675,000 |
| Actual payout | $337,500 (100% of target) for 2024 |
| Metrics | KPIs (specific metrics not detailed in cited sections) |
| Vesting | Cash (annual) |
2024 Long-Term Equity Grants (LTIP)
| Award Type | Grant Date | Shares (#) | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| RSU (service vesting 1/3 per year 2025–2027) | 01/31/2024 | 50,000 | — | — | — | $319,500 |
| PSU (relative TSR; service 1/3 per year; performance ends 01/02/2027) | 01/31/2024 | — | 12,500 | 50,000 | 100,000 | $432,500 |
2024 realized vesting:
| Metric | Shares vested (2024) | Value realized ($) |
|---|---|---|
| RSU/PSU vestings (aggregate) | 181,340 | $1,098,920 |
PSU design and peer group:
- PSUs vest 0–200% based on relative TSR vs peers; threshold equals 25%, target 100%, max 200%; service condition lapses ratably over 3 years and TSR is measured on January 2, 2027 .
- 2024 PSU performance peers: Africa Oil, Aker BP, Capricorn Energy, Energean, Genel Energy, Harbour Energy, Murphy Oil, Talos Energy, Tullow Oil .
Outstanding Awards and Vesting Schedule (as of 12/31/2024)
| Award | Shares (#) | Vesting schedule | Performance end date |
|---|---|---|---|
| RSU tranche | 13,333 | Vests 01/31/2025 | N/A |
| RSU tranche | 20,428 | Vests ratably 01/31/2025 and 01/31/2026 | N/A |
| RSU tranche | 50,000 | Vests ratably 01/31/2025, 01/31/2026, 01/31/2027 | N/A |
| PSU tranche | 40,000 | Service condition 01/31/2025 | 01/03/2025 |
| PSU tranche | 30,643 | Service condition ratably 01/31/2025 and 01/31/2026 | 01/03/2026 |
| PSU tranche | 50,000 | Service condition ratably 01/31/2025, 01/31/2026, 01/31/2027 | 01/02/2027 |
Option awards: Kosmos does not grant stock options to NEOs; none outstanding .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 54,977 (less than 1% of outstanding) |
| Unvested RSUs (#) | 83,761 (market value $286,464 at $3.42) |
| Unvested PSUs (#) | 120,643 (market/payout value $412,599 at $3.42, assumes max) |
| Stock ownership guidelines | 3x base salary for executive officers; five-year compliance window |
| Compliance status | All executive officers compliant as of 12/31/2024 |
| Hedging/pledging | Hedging, short sales, publicly traded options, and margin accounts prohibited unless pre-authorized; no hedging by NEOs in past five years; pledging not indicated |
| Trading policy | Dealing Policy governs director/officer transactions; filed as Exhibit 19.1 to Form 10-K (FY2024) |
Employment Terms
| Provision | Detail |
|---|---|
| Offer letter terms (non-CoC termination) | If terminated through no fault or position eliminated without a comparable Dallas role: 12 months base salary, 12 months estimated bonus payments (target basis), and 12 months COBRA reimbursement |
| Severance policy (CoC-related) | For NEOs: 24 months base salary plus 2x annual target bonus, prorated current-year bonus, 24 months healthcare premium reimbursement, and 18 months outplacement services (subject to release) |
| Equity acceleration (double trigger) | RSUs/PSUs generally accelerate upon qualifying termination on/within one year after a change in control (double trigger); details vary for CEO vs other NEOs |
Potential payments (as of 12/31/2024 scenario estimates):
| Scenario | Equity acceleration ($) | Salary ($) | Bonus ($) | Benefits ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary termination in connection with CoC | $1,111,661 | $1,575,000 | $337,500 | $63,951 | $20,700 | $3,108,812 |
| Termination without cause or resignation for good reason (no CoC) | — | $450,000 | $337,500 | $31,976 | — | $819,476 |
| Death/Disability | $1,111,661 | — | — | — | — | $1,111,661 |
Definitions for “cause,” “change in control,” “disability” and “good reason” are provided in the LTIP/offer letter .
Compensation Structure Analysis
- Pay mix emphasizes at-risk equity and variable bonus; 2024 stock awards ($752,000) modestly exceeded cash (salary paid $394,525 plus bonus $337,500) .
- No excise tax gross-ups, no special executive defined benefit programs, and robust recoupment policies (financial restatement and detrimental conduct) reduce shareholder-unfriendly features .
- No stock options granted to NEOs, lowering repricing risk; equity is RSUs/PSUs with double-trigger CoC protections .
Risk Indicators & Red Flags
- Hedging prohibited and none reported for NEOs in past five years (alignment positive) .
- No related-party transactions involving officers/directors since Jan 1, 2024 (governance positive) .
- Equity acceleration in CoC scenarios (double-trigger) exists; potential for significant equity vesting upon CoC+termination ($1.11M equity for Marion on 12/31/2024 price base) .
Say-on-Pay & Shareholder Feedback
- 2025 annual meeting includes advisory vote to approve NEO compensation on June 5, 2025; Board recommends FOR; outcomes not disclosed here .
Expertise & Qualifications
- Education: B.B.A. (Accounting) and M.S. (Finance), Texas A&M; J.D., SMU Dedman School of Law .
- Tenure: Joined Kosmos in 2012; promoted to SVP & GC in 2024 .
- Core credentials: Corporate governance and securities oversight as Corporate Secretary; legal leadership continuity through GC transition .
Employment History & Career Trajectory
- Progressive internal advancement from Senior Counsel to Associate GC, Deputy GC, then SVP & GC, culminating in succession to General Counsel in 2024 .
Equity Award Peer Benchmarking (PSUs)
- 2024 PSU performance peer group: Africa Oil, Aker BP, Capricorn Energy, Energean, Genel Energy, Harbour Energy, Murphy Oil, Talos Energy, Tullow Oil .
- 2022 PSU payout: 129.1% of target based on relative TSR .
Investment Implications
- Upcoming vesting cadence concentrates around January 31 each year (RSUs vest one-third annually; PSUs require TSR performance) which can create periodic insider selling pressure as shares settle; Marion has 83,761 unvested RSUs and 120,643 PSUs, with multiple tranches vesting in 2025–2027 .
- Double-trigger CoC vesting and defined cash severance could incentivize retention absent a change in control; non-CoC severance for Marion equals one year salary plus target bonus and COBRA reimbursement—less generous than CoC-linked severance—reducing near-term voluntary departure risk .
- Alignment is supported by ownership guidelines (3x salary) and prohibition of hedging/margin accounts; all executive officers were compliant as of 12/31/2024, and Marion beneficially owns 54,977 shares (excludes RSUs/PSUs), signaling skin-in-the-game with limited pledging risk disclosed .
- Absence of stock options and presence of clawback policies mitigate governance red flags; PSU reliance on relative TSR aligns outcomes with shareholder performance (noting prior 129.1% payout), but TSR-based awards can drive cyclicality in realized comp tied to sector beta .