Ronald W. Glass
Kosmos EnergyAbout Ronald W. Glass
Ronald W. Glass is Vice President and Chief Accounting Officer at Kosmos Energy, serving in this role since November 2019. He previously served as Kosmos’ Controller (2015–2019) and SEC Director (since 2011). Glass worked nine years in KPMG’s Audit practice, holds a B.A. from Ouachita Baptist University, and is a Certified Public Accountant; he is 47 years old . Company performance during his tenure included 2024 revenue of approximately $1.7 billion, EBITDAX of ~$1,070 million, first gas at Greater Tortue Ahmeyim in December 2024 and first LNG in early 2025; Kosmos’ 2022 PSU cycle paid out at 129.1% of target on relative TSR, signaling above-target multi‑year shareholder return versus peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kosmos Energy | Vice President & Chief Accounting Officer | Nov 2019–present | Principal accounting officer; supports SEC reporting, capital markets transactions |
| Kosmos Energy | Controller | 2015–2019 | Led corporate accounting; transitioned to CAO |
| Kosmos Energy | SEC Director | 2011–2015 | Directed SEC reporting; IPO/capital markets support |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG LLP | Audit practice (oil & gas) | 9 years prior to joining Kosmos | IPOs, M&A, capital market transactions expertise |
Fixed Compensation
| Component | Detail | Effective Date | Source |
|---|---|---|---|
| Base Salary | $290,000 | Nov 16, 2019 | Offer Letter Exhibit 10.73 |
| Target Bonus | 50% of base salary (raised from 40%) | Nov 16, 2019 | Offer Letter Exhibit 10.73 |
| Benefits | VP-and-above eligible for executive long-term care, supplemental disability insurance, executive life insurance premiums, up to $5,000 financial planning; Senior VPs and above receive annual executive physicals | Program level | Proxy CD&A |
Performance Compensation
| Metric Category | KPI | Weighting | Target | Actual Result | Payout Contribution | Source |
|---|---|---|---|---|---|---|
| ESG & HSES | Zero anti-corruption violations | Part of 20% | Zero | Achieved | Included in 20% bucket | |
| ESG & HSES | Deliver HSES plan targets (LTIR/TRIR/spills) | Part of 20% | Targets as disclosed | Achieved | Included in 20% bucket | |
| ESG & Disclosure | Scope 1/2 neutrality, disclose/assure equity emissions & Scope 3 Cat 11, flaring reductions, social investment | Part of 20% | As enumerated | Achieved | Included in 20% bucket | |
| Workforce | Engagement & training improvement | Part of 20% | Improvement | Achieved | Included in 20% bucket | |
| Operational | Ghana Jubilee gross production >103 Mbopd | Part of 55% | >103 Mbopd | Not Achieved (~87 Mbopd) | Lowers 38.4% subtotal | |
| Operational | Optimize TEN development (costs/options) | Part of 55% | Achieve cost/option milestones | Achieved | Increases 38.4% subtotal | |
| Operational | Winterfell first production on-time/on-budget | Part of 55% | 1Q 2024 | Not Achieved (staggered starts, remediation needed) | Lowers 38.4% subtotal | |
| Operational | Kodiak 3 workover | Part of 55% | Complete & improve production | Achieved | Increases 38.4% subtotal | |
| Operational | Odd Job subsea pump | Part of 55% | Mid‑2024 | Achieved (rate ↑ to 20 mboepd) | Increases 38.4% subtotal | |
| Operational | Tiberius appraisal/development progress | Part of 55% | Fast-tracked plan | Achieved | Increases 38.4% subtotal | |
| Operational | EG infill drilling scheduled | Part of 55% | H2 2024/Early 2025 | Achieved | Increases 38.4% subtotal | |
| Operational | Akeng Deep exploration | Part of 55% | Drill safely/on-budget | Achieved | Increases 38.4% subtotal | |
| Operational | GTA Phase 1 first LNG cargo by 4Q 2024 | Part of 55% | 4Q 2024 | Not Achieved (first gas Dec 2024, first LNG Apr 2025) | Lowers 38.4% subtotal | |
| Operational | Yakaar–Teranga concept/partnership/license | Part of 55% | Complete & secure | Achieved | Increases 38.4% subtotal | |
| Financial | Production 73–77 mboepd; EBITDAX $1.3–1.4B @ $75 Brent | Part of 20% | As stated | Not Achieved (65 mboepd; EBITDAX ~$1,070M) | Lowers 5% subtotal | |
| Financial | Firm project CapEx $700–$750M | Part of 20% | $700–$750M | Not Achieved ($829M) | Lowers 5% subtotal | |
| Financial | Positive FCF @ ~$80 Brent | Part of 20% | Positive FCF | Not Achieved | Lowers 5% subtotal | |
| Financial | Refinancing RBL, bonds, RCF replacement, lower-cost Tortue FPSO financing | Part of 20% | Execute transactions | Achieved ($900M bonds; $1.35B RBL) | Increases 5% subtotal | |
| Strategic | M&A&D to enhance financial resilience | 5% | Mature opportunities | Achieved | Adds 5% | |
| Total KPI Achievement | — | — | — | 68.4% | Actual Bonus Pool reduced by Committee discretion to 87% of Base Bonus Pool |
PSUs/RSUs design: ~2/3 PSUs (relative TSR vs peer group over Jan 2, 2024–Jan 2, 2027), ~1/3 RSUs (service-vesting, 1/3 annually over 3 years); PSU payout schedule ranges from 0% (lowest) to 200% (highest), with interpolation in the middle zone; potential above‑target cash settlement to limit dilution . The 2022 PSU cycle paid 129.1% of target on Jan 3, 2025 .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership | 299,498 shares directly after transactions on Feb 4–5, 2025 | |
| % of shares outstanding | ~0.063% (299,498 ÷ 477,904,652) | |
| Recent transactions (2025) | Feb 4: sold 10,379 shares at ~$3.11; Feb 5: sold 10,354 shares at ~$3.12; disclosed as sales to satisfy RSU tax withholding | |
| Recent transactions (2024) | Feb 1: sold 35,640 shares at ~$5.93; Feb 5: sold 19,274 at ~$5.49 and 18,693 at ~$5.66; noted as sales to satisfy RSU tax withholding | |
| Vesting cadence | Company RSUs typically vest 1/3 annually over three years; PSUs cliff at end of 3-year TSR period, with service-vesting components; change-in-control generally double-trigger for acceleration | |
| Ownership guidelines | CEO 6x salary; other executive officers 3x salary; performance-based RSUs/PSUs not counted until goals met; all executive officers in compliance as of Dec 31, 2024 | |
| Hedging/pledging | Dealing Policy prohibits speculative transactions, short sales, publicly-traded options, and margin accounts without prior written authorization; no pledging disclosed in proxy |
Employment Terms
- Appointment and core terms: Promoted from Controller to VP & CAO effective Nov 16, 2019; base salary $290,000; target bonus increased to 50% of salary; reporting to CFO .
- Change-in-control severance policy: For U.S. employees terminated in connection with a change in control, severance benefits include lump-sum severance (for NEOs and Senior Leadership Team, 24 months base salary plus 2x annual target bonus), prorated current-year target bonus if unpaid, 24 months healthcare premium cash payments, 18 months outplacement, unused vacation payout; benefits contingent on separation and release agreement . (Eligibility for specific executives beyond NEOs/SLT is determined by title/years-of-service; Glass’s individual eligibility is not explicitly disclosed.)
- Equity award treatment: RSUs fully vest upon death/disability; double‑trigger acceleration post change-in-control (for most executives within one year if terminated without cause/for good reason); CEO has enhanced CIC terms; RSUs/PSUs otherwise follow scheduled service and performance conditions .
- Clawbacks: Financial Restatement Compensation Recoupment Policy under Exchange Act Section 10D/NYSE 303A.14; separate Detrimental Conduct Compensation Recoupment Policy allows recovery of incentive and certain other compensation for specified misconduct within 3 years .
- Dealing Policy: Company-wide policy governing trading; compliance with securities laws and exchange rules .
Compensation Peer Group (PSU performance peers)
| Peer Companies |
|---|
| Africa Oil Corp.; Aker BP ASA; Capricorn Energy plc; Energean plc; Genel Energy plc; Harbour Energy Plc; Murphy Oil Corporation; Talos Energy Inc.; Tullow Oil plc |
Company Performance Snapshot (context for pay-for-performance)
| Metric | 2024 | Commentary |
|---|---|---|
| Revenue | ~$1.7 billion | Portfolio delivered key projects across Ghana, GoA, EG |
| EBITDAX (@ $75 Brent KPI) | ~$1,070 million | Below KPI target range ($1.3–1.4B) |
| Production | ~65 mboepd | Below KPI target (73–77 mboepd) |
| Capital Expenditure | $829 million | Above KPI target ($700–$750M) |
| GTA milestone | First gas Dec 2024; first LNG Apr 2025 | Timing slippage affected KPIs |
| Say‑on‑Pay (2024 ASM) | ~97% approval | Signals investor support of compensation framework |
Investment Implications
- Alignment: Executive equity is predominantly at‑risk via PSUs (relative TSR) and RSUs, directly tying Glass’s long-term compensation to share price performance and peer-relative returns; 2022 PSU payout at 129.1% indicates above-target TSR over the performance period .
- Ownership/Trading: Glass’s holdings are modest relative to shares outstanding (~0.063%); recent Form 4/RNS transactions in Feb 2024–2025 were associated with RSU tax withholding rather than discretionary selling, reducing concerns about selling pressure .
- Retention/CIC: The company’s change‑in‑control severance framework for senior leadership (24 months base + 2x target bonus, benefits) encourages continuity through strategic events; double‑trigger vesting mitigates windfalls, aligning with shareholder interests .
- Governance risk: Strong clawbacks and Dealing Policy (no hedging/margin without authorization) plus share ownership guidelines (3x salary for executive officers) and compliance reduce governance and alignment risks; no pledging is disclosed in the proxy .
- Execution risk linkage: Bonus KPIs span safety, operational delivery (Jubilee, Winterfell, GTA), liquidity and strategic milestones; 2024 underperformance on production/EBITDAX/CapEx tempered bonus pool funding to 87% of the Base Bonus Pool, demonstrating negative discretion and pay-for-performance discipline .