Roy A. Franklin
Kosmos EnergyAbout Roy A. Franklin
Independent director at Kosmos Energy Ltd. since 2021; age 71. Franklin is Chair of the Nominating & Corporate Governance Committee and a member of the Audit Committee, bringing >40 years of upstream and energy services experience. He earned a BSc in Geology from the University of Southampton in 1973 and was awarded the OBE (2004) and the Geological Society’s Petroleum Group Medal (2006) for services to the UK oil and gas industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP | Various roles of increasing responsibility | ~18 years | Foundational upstream operating experience |
| Clyde Petroleum plc | Group Managing Director | Not disclosed | Operating leadership |
| Paladin Resources plc | Chief Executive Officer | 1997–2005 | Led growth to sale to Talisman Energy |
| Premier Oil plc | Chairman | 2017–2021 | Oversight through acquisition (to Harbour Energy) |
| Equinor A/S | Deputy Chairman | 2015–2019 | Governance, strategy oversight |
| Energean Israel Ltd | Chairman | 2017–2021 | Regional governance leadership |
| Energean plc | Non-executive director | Oct 2021–Nov 2023 | Board contributions; left 2023 |
| Kerogen Capital LLC | Board (non-exec) | 2011–2021 | Private energy investments oversight |
| Statoil A/S | Board (non-exec) | 2007–2013 | Governance at major integrated E&P |
| Santos Ltd | Board (non-exec) | 2006–2017 | Governance at APAC E&P |
| Keller Group plc | Board (non-exec) | 2007–2016 | Governance in engineering services |
| Amec Foster Wheeler Plc | Board (non-exec) | 2016–2017 | Governance pre-acquisition by Wood |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Wood plc | Chair | Oversees strategy for energy transition; Wood cited as sector ESG leader; experience supports Kosmos’ transition positioning |
Board Governance
- Independence: Board determined Franklin is independent under NYSE and Rule 10A-3; all non-employee directors are independent .
- Committees and 2024 meeting cadence:
- Audit Committee: Member; 4 meetings in 2024; responsibilities include auditor oversight, internal controls, reserves reporting, and cybersecurity risk oversight .
- Nominating & Corporate Governance Committee: Chair; 1 meeting in 2024; responsibilities include director nominations, related-party transaction review, governance principles, and board evaluation .
- Attendance: The Board held 6 meetings in 2024; no incumbent director attended fewer than 75% of applicable meetings; all directors attended the annual meeting in June 2024 .
- Lead Independent Director: Role held by Adebayo Ogunlesi with defined responsibilities (agenda setting, CEO performance evaluation, executive sessions); provides independent oversight while CEO chairs the Board .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | Standard non-employee director cash retainer |
| Committee Chair Cash Retainer (Nominating & Corporate Governance) | $50,000 | Chair fee for Nominating & Corporate Governance Committee |
| 2024 Cash Fees Received | $125,000 | Actual fees earned by Franklin in 2024 |
| Annual Director RSU Grant (Grant-date fair value) | $170,000 | RSUs granted annually on the date of the annual meeting; service-vesting |
| 2024 Total Director Compensation | $295,000 | Cash + RSU grant value |
- Directors may elect to receive all/part of cash retainer in fully vested common shares at the annual meeting; 2024 elections were by Ogunlesi and Moræus Hanssen (Franklin not listed among electors) .
- Director share ownership guidelines require ownership ≥ 5x annual cash board retainer within five years; all directors were compliant as of Dec 31, 2024 .
Performance Compensation
| Element | Design | Metrics | Vesting/Settlement |
|---|---|---|---|
| Annual Director RSUs | Service-based only | None (no performance metrics for director awards) | Vests one-third each year over 3 years; accelerates on death/disability; change-in-control provisions per LTIP/award terms |
| RSUs Held (as of Dec 31, 2024) | 30,196 units | N/A | Scheduled to vest June 2025; death/disability and certain change-in-control scenarios accelerate per policy |
- Clawbacks: Company maintains NYSE/Exchange Act-compliant restatement clawback and a “detrimental conduct” recoupment policy covering incentive and equity compensation; applies broadly to executive awards, and the Board oversees governance integrity .
- Hedging/Pledging: Dealing Policy prohibits speculative transactions, short sales, and—unless preauthorized—publicly traded options and margin accounts; supports alignment by discouraging hedging/pledging practices .
Other Directorships & Interlocks
| Company | Sector | Current/Prior | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Wood plc | Energy services/engineering | Current | Wood is an energy services provider; no related-party transactions disclosed with Kosmos in 2024; related-party transactions are reviewed/approved by the Nominating & Corporate Governance Committee chaired by Franklin |
| Energean plc | E&P | Prior (Oct 2021–Nov 2023) | None disclosed with Kosmos |
| Premier Oil plc | E&P | Prior (2017–2021) | Acquired in 2021 |
| Equinor A/S (Statoil) | Integrated E&P | Prior (Deputy Chairman 2015–2019; Board 2007–2013) | None disclosed with Kosmos |
| Santos Ltd | E&P | Prior (2006–2017) | None disclosed |
| Keller Group plc | Engineering services | Prior (2007–2016) | None disclosed |
| Amec Foster Wheeler Plc | Engineering services | Prior (2016–2017) | Acquired by Wood |
| Kerogen Capital LLC | Private energy | Prior (2011–2021) | None disclosed |
| Energean Israel Ltd | E&P | Prior (2017–2021) | None disclosed |
- Related-party transactions: None with directors/officers/5% holders in/after 2024; formal policies require Committee/Board approval with best-interest standard .
- Section 16(a) compliance: All filings timely in 2024 .
Expertise & Qualifications
- Technical: Geology degree; deep upstream operations and reserves stewardship experience; board exposure across major E&P and energy services .
- Governance/ESG: Chairs Wood plc with focus on energy transition; Wood recognized for ESG leadership; experience in governance and sustainability is directly relevant to Kosmos’ HSES and transition agenda .
- Strategic: Prior CEO and chairman roles; extensive M&A and portfolio repositioning through cycles .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 68,676 | As of March 6, 2025 |
| Ownership % of Shares Outstanding | ~0.014% | 68,676 / 477,904,652 shares; denominator per outstanding shares on Mar 6, 2025 |
| Director Share Ownership Guideline | ≥5x annual cash board retainer | Must be met within 5 years; retention of net shares until compliant |
| Compliance Status | In compliance as of Dec 31, 2024 | All non-employee directors compliant |
| RSUs Outstanding (Director) | 30,196 | Scheduled to vest in June 2025 |
| Hedging/Pledging | Prohibited unless preauthorized | No hedging; margin accounts require prior written authorization |
Governance Assessment
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Strengths
- Independent director with deep industry and governance experience; chairs Nominating & Corporate Governance and contributes to Audit oversight (including reserves and cybersecurity) .
- Ownership alignment via RSUs and robust director ownership guidelines; all directors in compliance .
- Strong governance framework: independent Board majority, empowered Lead Independent Director, active committee structure and defined responsibilities; board attendance satisfactory .
- No related-party transactions in 2024; formal review policy under Franklin’s committee reduces conflict risk .
-
Watch items
- External chair role at Wood plc (a sector service provider) creates potential situational conflicts if Wood were to become a material vendor or counterparty to Kosmos; mitigated by disclosed related-party review processes and absence of 2024 related-party transactions .
- Multi-board commitments historically robust; ensure continued high attendance and committee engagement; Board reported no attendance issues in 2024 .
-
Signals affecting investor confidence
- Governance quality markers (independence, committee clarity, ownership guidelines, clawback policies, anti-hedging) are positive .
- 2024 say-on-pay support at ~97% indicates broad shareholder endorsement of compensation governance practices (contextual for overall governance environment) .
-
Red flags
- None disclosed: no related-party transactions, no hedging/pledging allowances, no Section 16(a) delinquencies .