Navigator Holdings Ltd.

While we are not subject to a number of the NYSE’s corporate governance standards as a foreign private issuer, we intend to comply voluntarily with a number of those rules. For example, we have a board of directors that is comprised of a majority of independent directors. On a regular basis the Board also meets in closed session without the executive management being present, and typically such meetings take place four or more times per year.

Term of Office

The board of directors of the Company currently consists of seven members. As provided in the Company’s Amended and Restated Articles of Incorporation, the directors of the Company shall be elected at each annual meeting of shareholders. Each director elected shall serve until the next annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, except in the event of his or her death, resignation, removal or the earlier termination of his or her term of office.

Service Contracts

Our non-executive directors do not have service contracts with us or any of our subsidiaries that provide for benefits upon termination of employment.

Committees of the Board of Directors

We have an audit committee, a nominations committee, a compensation committee and an ESG committee. In addition, our board of directors may, from time to time, designate one or more additional committees, which shall have the duties and powers granted to it by our board of directors.

Audit Committee. Our audit committee consists of Mr. Weidinger, Dr. Fischer, Ms. Marx and Dr. Odedra, with Mr. Weidinger as chairperson. Our board of directors has determined that all members of the audit committee satisfy the independence standards established by the NYSE and that each qualifies as an “audit committee financial expert,” as such term is defined in Regulation S-K promulgated by the SEC. The audit committee is responsible for, among other things, the hiring or termination of the independent registered public accounting firm; approving any non-audit work performed by such independent registered public accounting firm; and assisting the board in monitoring the integrity of our consolidated financial statements, the independent registered public accounting firms qualifications and independence, the performance of the independent registered public accounting firm and our compliance with legal and regulatory requirements.

Nominations Committee. Our nominations committee consists of Mr. Stokes, Mr. Weidinger and Dr. Odedra with Mr. Weidinger as chairperson. The nominations committee is responsible for, among other things, the selection and recommendation to the board of prospective directors, officers and committee member candidates.

Compensation Committee. Our compensation committee consists of Ms. Åsheim, Ms Marx and Dr. Fischer, with Dr. Fischer as chairperson. The compensation committee is responsible for, among other things, developing and recommending to the board of directors compensation for board members and establishing compensation arrangements and incentive goals for the Company's senior executive officers.

ESG Committee. Our ESG committee consists of Ms. Åsheim, Mr. Stokes and Dr. Odedra with Dr. Odedra as chairperson. The ESG Committee is responsible for, among other things, identifying environmental, social and governance (“ESG”) priorities to integrate a more sustainable approach to business in the Company’s long-term strategy. The Committee will provide overall oversight in implementing the Company’s ESG initiatives whilst establishing and reinforcing a culture of open discussion and communication on ESG topics.