Schedule 14A


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Analysis of Executive Compensation Decisions
Base Salary
        Base salary is the sole fixed component of our executive compensation program and represents a small portion of our named executive officers' total compensation package offering them a measure of certainty and predictability. We generally review salary ranges and individual salaries for our named executive officers annually. We establish the base salary for each named executive officer based on our review of pay levels of our industry peers and business requirements for certain skills, individual experience and contributions and the roles and responsibilities of the named executive officer. We believe competitive base salaries are necessary to attract and retain an executive management team with the appropriate abilities and experience required to lead us.
        Although we have no written policies or guidelines for setting or adjusting the base salaries of our named executive officers within a specified range of the compensation levels of our publicly traded industry peers, our named executive officer salaries are intended to be competitive with our industry peers and are subject to change if, among other reasons, the executive's experience or responsibilities change materially or there are changes in the competitive market environment.
        The Compensation Committee determined that the following increases in the base salaries of our named executive officers, effective as of December 1, 2011, were appropriate for their salaries to remain competitive and to accurately reflect each executive's role and responsibilities:

 

 

 

 

 

 

 

 

 

 

 

Name

 

Base Salary

(2011)

 

Base Salary

(2012)

 

Increase

 

Brian F. Maxted

 

$

600,000

 

$

624,000

 

 

4.0

%

W. Greg Dunlevy

 

$

450,000

 

$

468,000

 

 

4.0

%

Paul Dailly

 

$

400,000

 

$

416,000

 

 

4.0

%

William S. Hayes

 

$

350,000

 

$

364,000

 

 

4.0

%

Dennis C. McLaughlin

 

$

350,000

 

$

364,000

 

 

4.0

%

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Table of Contents
Annual Cash Bonus
        Discretionary annual cash bonuses approved by the Compensation Committee for our named executive officers for 2011 were based on Company and individual performance. In November 2011, the Committee reviewed a comprehensive report prepared by management, which incorporated data provided by the Committee's compensation consultant Meridian. The report detailed the Company's strategic, financial, exploration, development and operating performance in 2011—a landmark year in which we became a public company, successfully explored new fields and increased oil production. In determining bonuses for our named executive officers, the Committee placed particular emphasis on the executives' leadership in achieving the following results for the Company:


Successfully completed our IPO, raising over $600 million in equity capital to fund ongoing investments and creating significant shareholder value, and increased our debt financing to $2 billion of committed debt.



Made significant exploration discoveries, recording our second-best exploration year so far with discoveries including the Teak, Akasa, Banda, Tweneboa Deep and Ntomme fields.



Had six liftings of oil totaling 5.971 million barrels from the Jubilee Field Phase 1 production, resulting in revenues of $666.9 million and an average realized price per barrel of nearly $112.



Expanded our portfolio of highly prospective opportunities by adding over six million gross acres offshore the Kingdom of Morocco and adding a new position of three million gross acres offshore Suriname.



Transitioned from a private partnership to a public company, significantly enhanced our talent roster through new hires and launched several new organizational functions to accelerate and manage growth.



Navigated through several unforeseen challenges, including production rate challenges in the Jubilee field and widespread volatility in the industry's equity markets.
        The Committee also considered each named executive officer's individual levels of achievement of several performance factors in 2011, including financial performance, operating performance, significant strategic initiatives, resolution of unforeseen events, organizational leadership and investor and Board relations. Although the Committee considers the levels of achievement of these factors, other factors may be considered, and the bonuses are not calculated formulaically. The following table summarizes the most significant achievements for each named executive officer in 2011:

 

 

 

 

 

 

 

Name / Position

 

Performance

Factor

 

Achievement of

Performance Factor

Mr. Maxted

Chief Executive Officer

 

Significant strategic

initiatives

 



 

Strengthened relationships with existing public shareholders and introduced the Company to new equity investors post-IPO

 

 

Resolution of

unforeseen events

 



 

Mobilized internal team to confront unforeseen production rate challenges

 

 

Organizational

leadership

 



 

Formulated long-range plan to ensure delivery of differentiated value growth

 

 

Investor and Board

relations

 



 

Maintained ongoing dialog with private investors and the Board

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Table of Contents

 

 

 

 

 

 

 

Name / Position

 

Performance

Factor

 

Achievement of

Performance Factor

Mr. Dunlevy

Executive Vice President

and Chief Financial

Officer

 

Financial and

operating performance

 



 

Strengthened financial controls to ensure quality, timeliness and integrity of our financial statements and compliance with applicable SEC and NYSE standards

 

 

Resolution of

unforeseen events

 



 

Reoriented strategy to long-term business build model from an asset monetization model coincident with the need for additional funding requirements

 

 

Organizational

leadership

 



 

Implemented organizational growth through various internal, NYSE and regulatory control processes and requirements

 

 

Investor and Board

relations

 



 

Managed ongoing provision of timely, accurate and relevant data to the Board, our Committees and investors

Mr. Dailly

Senior Vice President,

Exploration

 

Operating performance

 



 

Successfully appraised Tweneboa and Enyenra fields to allow acceleration of development plans

 

 

Organizational

leadership

 



 

Independently validated prospect inventory and supported the IPO process

 

 

 

 



 

Stabilized and grew organizational capacity commensurate with portfolio expansion

Mr. Hayes

Senior Vice President,

Legal and External Affairs

 

Operating performance

 



 

Staffed an expanded legal function commensurate with the needs of a public company



 

 

 

 



 

Provided timely legal advice and services, including during the IPO process

 

 

Organizational

leadership

 



 

Divided the legal department into legal and external affairs functions

Mr. McLaughlin

Senior Vice President,

Development

 

Operating performance

 



 

Developed conceptual strategic plans for fast-track area-wide development (Mahogany East, Teak, Akasa) and initiated integrated work activities

 

 

Significant strategic

initiatives

 



 

Assisted new ventures in evaluating prospects of interest by providing timely, fit-for-purpose estimates for development concepts, costs, schedules and risks

 

 

 

 



 

Successfully completed Jubilee Phase 1 project handover and successfully closed out commercial negotiations
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