Maria Moræus Hanssen
Kosmos EnergyAbout Maria Moræus Hanssen
Independent Class I director at Kosmos Energy since 2023; age 60. Member of the Audit Committee (designated audit committee financial expert) and the Health, Safety, Environment and Sustainability (HSES) Committee. Education includes a Master of Petroleum Engineering (Norwegian University of Science and Technology), Master of Petroleum Economics (IFP School), and a Corporate Director Certificate (Harvard Business School, 2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wintershall Dea GmbH | Deputy CEO & COO | May 2019–Dec 2019 | Post-merger executive integration |
| DEA Deutsche Erdoel AG | CEO & Chair, Management Board | Jan 2018–Apr 2019 | Strategic leadership pre-merger |
| ENGIE E&P International SA | CEO; Head of E&P Business Unit (ENGIE Group) | 2015–2017 | Led global upstream operations |
| Aker | Various management/operations roles | 2008–2013 | Operational leadership |
| Statoil (now Equinor) | Management/operations roles | 2007–2008 | Operations |
| Norsk Hydro | Management/operations roles | 1992–2007 | Long-tenure operations/manufacturing |
| Yara International ASA | Deputy Chairman; Audit Committee Chair | 2015–May 2019 | Audit oversight leadership |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| SLB (Schlumberger) | Independent Director | Since 2020 | Compensation Committee; Nominating & Governance Committee; Chair, New Energy & Innovation Committee |
| Scatec ASA | Director | Since Apr 2020 | Audit and Sustainability Committee member |
| Alfa Laval AB | Director | Apr 2019–Apr 2023 | Board member |
Board Governance
- Committee assignments at KOS: Audit Committee member and HSES Committee member; designated an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K .
- Independence: Board determined Ms. Moræus Hanssen is independent under NYSE rules and Exchange Act Rule 10A-3 .
- Attendance and engagement: Board met 6 times in 2024; Audit Committee met 4 times; HSES Committee met 4 times; no incumbent director attended fewer than 75% of aggregate Board and committee meetings; all directors attended the annual meeting in June 2024 .
- Committee composition context: Audit Committee (Chair: Steven Sterin; members include Roy Franklin, Maria Moræus Hanssen, J. Mike Stice); HSES Committee (Chair: Deanna Goodwin; members include Maria Moræus Hanssen, Sir John Grant) .
Fixed Compensation
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 75,000 | 170,000 (RSU grant date fair value) | 245,000 |
| Retainer Type | Annualized Amount ($) |
|---|---|
| Board Member | 75,000 |
| Audit Committee Chair | 50,000 |
| Compensation Committee Chair | 25,000 |
| Nominating & Corporate Governance Chair | 50,000 |
| HSES Committee Chair | 25,000 |
| Cash Retainer Election | Shares Received | Date |
|---|---|---|
| 50% of cash retainer taken in stock | 6,661 fully vested common shares | June 6, 2024 |
Notes:
- Non-employee directors may elect to receive all or part of the cash retainer in fully vested common stock (election before Dec 31 prior year; shares issued at annual meeting; forfeiture if service ends before meeting) .
Performance Compensation
| Instrument | Grant Value ($) | RSUs Outstanding (#) | Vesting Schedule | Performance Metrics | Acceleration Terms |
|---|---|---|---|---|---|
| Service-vesting RSUs (annual director grant) | 170,000 (2024 grant, ASC 718 fair value) | 30,196 (as of 12/31/2024) | Scheduled to vest June 2025 | None; service-based only | Accelerates upon death/disability or change in control |
Other Directorships & Interlocks
| Company | Sector | Relationship Type | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| SLB | Oilfield services | External public board | External role noted; KOS discloses no related-party transactions since Jan 1, 2024 |
| Scatec ASA | Renewable energy | External public board | External role noted; no related-party transactions disclosed |
| Alfa Laval AB (past) | Industrial equipment | Former public board | Historical role only |
Expertise & Qualifications
- Technical: Petroleum engineering and petroleum economics; extensive upstream operations leadership across European E&P majors; audit committee financial expertise designation at KOS .
- Governance: Multi-committee experience across SLB (Compensation, Nominating & Governance) and chairing innovation/new energy; prior audit committee chair at Yara .
Equity Ownership
| Holder | Beneficially Owned Shares (#) | % of Outstanding | RSUs Held (#) | Basis/Date |
|---|---|---|---|---|
| Maria Moræus Hanssen | 34,863 | <1% (out of 477,904,652 shares outstanding) | 30,196 (scheduled to vest June 2025) | Outstanding shares basis: March 6, 2025 |
Ownership alignment policies:
- Director stock ownership guidelines: minimum holding equal to 5x annual cash board retainer within five years; retain 100% of net shares until compliant; all non-employee directors were in compliance as of Dec 31, 2024 .
Governance Assessment
- Board effectiveness and expertise: Dual committee membership and designation as audit committee financial expert strengthen financial oversight and HSES risk governance .
- Independence and attendance: Affirmed independent status; board and committee attendance thresholds met, with full annual meeting attendance—supportive of investor confidence .
- Pay structure and alignment: Balanced director pay with meaningful equity (service-vesting RSUs) plus elective stock in lieu of cash (6,661 shares), aligned with robust 5x retainer ownership guidelines and full compliance as of year-end 2024 .
- Conflicts/related-party exposure: Despite external directorships (SLB, Scatec), KOS reports no related-party transactions since Jan 1, 2024; no family relationships among directors/officers; supports clean governance profile .
- RED FLAGS: None identified in proxy for 2024—no related-party transactions, Section 16(a) compliance confirmed; RSU terms standard for directors, no option repricing or gross-up provisions disclosed .