Steven M. Sterin

About Steven M. Sterin

Steven M. Sterin, 53, has served as an independent Class III director of Kosmos Energy since 2019 and is Chair of the Audit Committee and a member of the Compensation Committee. He is designated an “audit committee financial expert,” is a Certified Public Accountant (Texas), and holds a Master’s in Professional Accounting and a BBA in Accounting from the University of Texas at Austin. He currently also serves on the DuPont de Nemours, Inc. board (Audit Committee Chair; member of Sustainability, Public Policy, Environment and Health & Safety Committee). He previously was EVP & CFO of Andeavor and Andeavor Logistics (and President of Andeavor Logistics), CFO of Celanese, and has advisory and operating experience across chemicals, energy, and cybersecurity services. All non‑employee KOS directors are independent under NYSE and Exchange Act Rule 10A‑3 standards.

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles: Audit Committee Chair; Compensation Committee member; designated audit committee financial expert. Audit Committee also oversees cybersecurity risk and resource/reserve reporting. Compensation Committee interlocks: none.
• Independence and attendance: The board is majority independent; all non‑employee directors are independent. The Board met 6 times in 2024, Audit met 4, Compensation met 3, and no incumbent director attended fewer than 75% of aggregate board and committee meetings.
• Lead independent director: Adebayo O. Ogunlesi (not Sterin) serves as Lead Independent Director with robust responsibilities (agenda setting, executive sessions, CEO evaluation, succession).
• Risk oversight: Audit Committee reviews major financial, accounting, legal, liquidity, and information security/cyber risks; committee chairs report to the full board.

Fixed Compensation

Notes:

• Directors may elect to receive cash retainers in stock; in 2024, only Mr. Ogunlesi (100%) and Ms. Moræus Hanssen (50%) elected stock; no such election is disclosed for Sterin.

Performance Compensation

Directors do not receive performance‑vested equity; annual equity is service‑vesting RSUs. However, as a Compensation Committee member, Sterin oversees the pay‑for‑performance framework for executives, which uses quantitative KPIs for annual cash bonuses and three‑year relative TSR PSUs.

2024 KPIs and outcomes (executive plan oversight context):

Long-term PSUs (executive plan design Sterin oversees):

• Metric: 3‑year relative TSR vs nine E&P peers; payout 0–200% with interpolation in “middle zone”; performance period Jan 2, 2024–Jan 2, 2027.
• Peer set: Africa Oil, Aker BP, Capricorn Energy, Energean, Genel, Harbour Energy, Murphy Oil, Talos Energy, Tullow Oil.
• Above‑target portions may be cash‑settled to manage dilution.
• 2022 PSU outcome (for NEOs): settled at 129.1% on Jan 3, 2025.

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise (CPA, former public company CFO), designated “audit committee financial expert,” extensive capital markets and strategy experience; technology/cybersecurity exposure noted.
• Sector experience across oil & gas, chemicals, midstream/logistics, and renewables; global finance leadership (Celanese, Andeavor/Andeavor Logistics, Reichhold).
• Education: Master’s in Professional Accounting and BBA in Accounting (UT Austin).

Equity Ownership

Fixed Compensation (Director) – Detail Table

Board Governance – Committee Workloads (2024)

Related-Party & Conflicts Check

• Related‑party transactions: None reported since January 1, 2024; formal related‑party transaction policy in place.
• Compensation Committee interlocks: None; no KOS executive serves on boards/comp committees of companies with KOS executives on KOS’s Compensation Committee.
• Say‑on‑Pay: ~97% support at 2024 meeting, indicating strong shareholder endorsement of compensation practices.

Governance Assessment

• Positives

  • Strong financial oversight: CPA; Audit Committee Chair; “audit committee financial expert”; Audit Committee explicitly oversees cybersecurity, a material risk area.
  • Independence and engagement: Independent director with no attendance shortfalls; active on both Audit and Compensation Committees.
  • Alignment mechanisms: Director ownership guideline (5x retainer) with full compliance; annual director RSUs; option to take cash retainers in stock (while Sterin did not elect in 2024).
  • No conflicts disclosed: No related‑party transactions; Section 16 compliance noted.

• Watch items

  • Multiple commitments: External public board (DuPont) as Audit Chair and KOS Audit Chair could present time‑commitment concentration during peak audit cycles; monitor for sustained attendance and responsiveness. (Disclosure confirms no <75% attendance; continue monitoring.)
  • Hedging policy language: Dealing Policy covers directors, officers, and employees; explicit hedging prohibition stated for employees/NEOs. Ensure board‑level application remains robust in practice.

• Overall view: Sterin’s credentials and current roles support board effectiveness in financial reporting, controls, reserves reporting, and cybersecurity oversight. Independence, ownership alignment, and the absence of related‑party exposure are supportive of investor confidence.