Navigator Holdings Ltd.

Compensation of Directors

The Non-Executive Chairman receives an annual fee of $250,000, of which $125,000 is paid in cash and $125,000 in shares of restricted stock granted under our long-term incentive plan, which vest on the first anniversary of the grant date. Each of the other non-employee directors who serves as a member of our Board receives an annual fee of $120,000, of which $60,000 is paid in cash and $60,000 in shares of restricted stock granted under our long-term incentive plan, which vest on the first anniversary of the grant date.

In addition, each chairperson of the board committees receives an additional amount of $5,000 per annum, with all members of each committee receiving a meeting fee of $1,500 for each committee meeting attended. Any officers who also serve as members of our Board or board committees do not receive additional compensation for their services as directors.

In 2024, a special committee of the Board was formed. Members of the special committee received a meeting fee of $1,500 for each special committee meeting attended. In addition, each member of the special committee received a fee of $2,500 per month, while the chair of the special committee received an additional amount of $2,500 per month.

For the year ended December 31, 2024, we granted a total of 41,291 shares of restricted stock pursuant to awards under the 2023 LTIP (as defined below) in the aggregate to all of the non-employee directors of the company as part of their compensation, which such awards, as noted above, vest and become free of restrictions on the first anniversary of the grant date.

Each director will be fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.

Compensation of Management

Our officers receive compensation for the services they provide to us. For the purposes of this annual report, all forms of compensation paid to our officers have been converted to U.S. dollars. For the year ended December 31, 2024, the aggregate cash compensation paid to all officers as a group was $2.2 million. The cash compensation for each officer is comprised of base salary, pension contributions or amounts in lieu of pension contributions and bonus. Our officers are eligible to receive a discretionary annual cash bonus based on certain performance criteria determined by the compensation committee of our Board, or the “Compensation Committee,” and approved by our Board. Regardless of performance, the annual cash bonuses are paid at the sole discretion of the Compensation Committee, subject to approval by our Board.

For the year ended December 31, 2024, a total of 339,592 share options were granted to all of our officers in the aggregate under the 2023 restricted Stock Plan or the “2023 Plan”, which can be exercised between the third and the sixth anniversary of the grant date.

Our officers are eligible to participate in certain welfare benefit programs we offer, including life insurance, permanent health insurance, and private medical insurance. For the year ended December 31, 2024, the cost of these benefits provided to our officers was in the aggregate approximately $50,000.

Equity Compensation Plans

2023 Long-Term Incentive Plan

In connection with the expiration of the 2013 LTIP, we adopted the Navigator Holdings Ltd. 2023 Long-Term Incentive Plan, or the “2023 LTIP”, for our and our subsidiaries' employees and directors, as well as consultants who perform services for us. The 2023 LTIP provides for the award of restricted stock, stock options, restricted stock units, shares of common stock granted as a bonus or in lieu of obligations to pay cash or deliver property under the 2023 LTIP or other plans or compensatory arrangements. The 2023 LTIP provides that any of the foregoing awards can be conditioned upon the achievement of specified performance criteria.

Administration. The 2023 LTIP is administered by the Compensation Committee, or the “Plan Administrator,” with certain decisions subject to approval of our Board. The Plan Administrator will have the authority to, among other things, designate participants under the 2023 LTIP, determine the type or types of awards to be granted to a participant, determine the number of shares of our common stock to be covered by awards, determine the terms and conditions applicable to awards and interpret and administer the 2023 LTIP. The Plan Administrator has the right to alter, amend or suspend, discontinue or terminated any award from time to time, however, no change in any outstanding grant may be made that would materially reduce the benefits of the participant without the consent of the participant.

Number of Shares. Subject to adjustment as described below in "Adjustments", the number of shares available for delivery pursuant to awards granted under the 2023 LTIP is 3,000,000 shares. There is no limit on the number of awards that may be granted and paid in cash. Shares subject to an award under the 2023 LTIP that are canceled, forfeited, exchanged, settled in cash or otherwise terminated, are available for delivery pursuant to other awards, unless otherwise prohibited by applicable law or regulation. Shares that are withheld or surrendered to pay the exercise price or purchase price of, or taxes related to, an award will not be available for issuance under the 2023 LTIP. The shares of our common stock to be delivered under the 2023 LTIP will be made available from authorized but unissued shares, shares held in treasury, or previously issued shares reacquired by us, including by purchase on the open market.

Director Limits. No non-employee director may be granted during any fiscal year compensation (including awards under the 2023 LTIP, determined on the grant date of such award, as well as retainer fees) that would be in excess of $750,000.

Restricted Shares. A restricted share grant is an award of common stock that vests over a period of time and that during such time is subject to forfeiture. The Plan Administrator may determine to make grants of restricted shares under the plan to participants containing such terms as the Plan Administrator shall determine. The Plan Administrator will determine the period over which restricted shares granted to participants will vest. The Plan Administrator may require or permit participants who hold restricted shares to elect that cash dividends paid with respect thereto be reinvested in additional restricted shares, applied to the purchase of additional awards or deferred without interest to the date of vesting of the associated restricted shares, so long as any election complies with the non qualified deferred compensation rules under Internal Revenue Code Section 409A. Where shares or other property (other than cash) are distributed in connection with a stock split or stock dividend, such shares or other property will be subject to the same restrictions and risk of forfeiture as the underlying restricted shares, with respect to which it was distributed.

Share Options. A share option is a right to purchase shares at a specified price during specified time periods. The 2023 LTIP permits the grant of options covering our common stock. The Plan Administrator may make grants under the plan to participants containing such terms as the Plan Administrator shall determine. Share options will have an exercise price that may not be less than the fair market value of our common stock on the date of grant. Share options granted under the 2023 LTIP will be non-qualified share options. Share options granted will become exercisable over a period determined by the Plan Administrator. No share option will have a term that exceeds ten years. The availability of share options is intended to furnish additional compensation to plan participants and to align their economic interests with those of common shareholders.

Performance Award. The right to receive all or part of an award granted under the 2023 LTIP may be based upon the achievement of performance criteria specified by the Plan Administrator. The Plan Administrator will determine the period over which certain specified company or individual goals, or objectives must be met.

Restricted Share Unit. A restricted unit is a notional share that entitles the grantee to receive a share of common stock upon the vesting of the restricted share unit or, in the discretion of the Plan Administrator, cash equivalent to the value of a share of common stock. The Plan Administrator may determine to make grants of restricted share units under the plan to participants containing such terms as the Plan Administrator shall determine. The Plan Administrator will determine the period over which restricted share units granted to participants will vest.

The Plan Administrator, in its discretion, may grant tandem dividend equivalent rights with respect to restricted share units that entitle the holder to receive cash, shares or other property equal to any cash dividends made on our common stock while the restricted share units are outstanding. Such dividend equivalents will either be paid to the participant on the dividend payment date or will be subject to the same terms, conditions and restrictions as the underlying restricted stock unit, as determined by the Plan Administrator. Where shares of common stock or other property (other than cash) are distributed in connection with a stock split or stock dividend, such shares or other property will be subject to the same restrictions and risk of forfeiture as the underlying restricted share unit, as applicable.

Bonus Shares. The Plan Administrator, in its discretion, may also grant to participants shares of common stock that are not subject to forfeiture. Such shares may be granted as a bonus, or such shares or other awards may be granted in lieu of the Company's obligations to pay cash or deliver other property under the 2023 LTIP or other compensatory arrangement. The Plan Administrator can grant bonus shares without requiring that the recipient pay any remuneration for the shares.

Tax Withholding. At our discretion, and subject to conditions that the Plan Administrator may impose, any required tax withholding with respect to an award may be satisfied by the Plan Administrator's withholding of such amount from any payment related to an award or by the withholding of shares issuable pursuant to the award based on the fair market value of the shares, or through any other action the Plan Administrator deems advisable.

Adjustments. In the case of (i) a subdivision of the common stock (by reclassification, split or reverse split, the issuance of a stock dividend or otherwise), (ii) an extraordinary cash dividend, (iii) a consolidation of the common stock (by reclassification, reverse stock split or otherwise) or (iv) a recapitalization, reclassification or other change in our capital structure that is not a “change in control,” a corresponding and proportionate adjustment shall be made in accordance with the terms of the 2023 LTIP, as appropriate, with respect to the maximum number of shares available under the 2023 LTIP, the number of shares that may be acquired with respect to an award, and, if applicable, the exercise price of an award, in order to prevent dilution or enlargement of awards as a result of such events.

Change in Control. Upon a “change in control” (as defined in the 2023 LTIP), the Plan Administrator may, in its discretion, provide that (i) any outstanding award be continued or assumed by the Company (if it is the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) provide that a substitute award be granted by the surviving company or corporation or its parent of equity, equity-based and/or cash awards with substantially the same terms; (iii) provide for the acceleration of the vesting, exercisability, or lapse of restrictions, in whole or in part, with respect to an award; (iv) accelerate the time at which options may be exercised for a limited period of time on or before a specified date, after which time all unexercised options and rights thereunder will terminate; (v) cancel outstanding awards in exchange for cash consideration (with any options whose exercise price is less than the per share cash consideration being cancelled for no consideration); or (vi) make such adjustments to awards then outstanding as the Plan Administrator deems appropriate to reflect such Change in Control.

Termination of Employment or Service. The consequences of the termination of a grantee’s employment, consulting arrangement, or membership on the board of directors will be determined by the Plan Administrator in the terms of the relevant award agreement.

Duration; Amendment and Termination. The Board may amend, alter, suspend, discontinue or terminate the 2023 LTIP or the Plan Administrator’s authority to grant awards under the 2023 LTIP without the consent of the Company’s shareholders or participants; however, (i) shareholder approval of any amendment to the 2023 LTIP must be obtained to the extent shareholder approval is necessary to comply with applicable law or securities exchange listing standards or rules (including with respect to any increase to the number of shares of common stock available for issuance under the 2023 LTIP) and (ii) consent of an affected participant is required where a Plan Administrator action would materially and adversely affect the rights of such participant under an award.

2013 Long-Term Incentive Plan

In connection with our initial public offering, we adopted the 2013 LTIP for our and our affiliates’ employees and directors as well as consultants who perform services for us. The 2013 LTIP provides for the award of restricted stock, stock options, performance awards, annual incentive awards, restricted stock units, bonus stock awards, stock appreciation rights, dividend equivalents, and other share-based awards.

Administration. The 2013 LTIP is administered by the Compensation Committee, or the “Plan Administrator,” with certain decisions subject to approval of our Board. The Plan Administrator will have the authority to, among other things, designate participants under the 2013 LTIP, determine the type or types of awards to be granted to a participant, determine the number of shares of our common stock to be covered by awards, determine the terms and conditions applicable to awards and interpret and administer the 2013 LTIP. The Plan Administrator may terminate or amend the 2013 LTIP at any time with respect to any shares of our common stock for which a grant has not yet been made. The Plan Administrator also has the right to alter or amend the 2013 LTIP or any part of the plan from time to time, including increasing the number of shares of our common stock that may be granted, subject to shareholder approval as required by the exchange upon which our common stock is listed at that time. However, no change in any outstanding grant may be made that would materially reduce the benefits of the participant without the consent of the participant.

Number of Shares. Subject to adjustment in the event of any distribution, recapitalization, split, merger, consolidation or similar corporate event, the number of shares available for delivery pursuant to awards granted under the 2013 LTIP is 3,000,000 shares. There is no limit on the number of awards that may be granted and paid in cash. Shares subject to an award under the 2013 LTIP that are canceled, forfeited, exchanged, settled in cash or otherwise terminated, including withheld to satisfy exercise prices or tax withholding obligations, are available for delivery pursuant to other awards. The shares of our common stock to be delivered under the 2013 LTIP will be made available from authorized but unissued shares, shares held in treasury, or previously issued shares reacquired by us, including by purchase on the open market.

Restricted Shares. A restricted share grant is an award of common stock that vests over a period of time and that during such time is subject to forfeiture. The Plan Administrator may determine to make grants of restricted shares under the plan to participants containing such terms as the Plan Administrator shall determine. The Plan Administrator will determine the period over which restricted shares granted to participants will vest. The Plan Administrator, in its discretion, may base its determination upon the achievement of specified financial objectives. Dividends made on restricted shares may or may not be subjected to the same vesting provisions as the restricted shares.

Share Options. A share option is a right to purchase shares at a specified price during specified time periods. The 2013 LTIP permits the grant of options covering our common stock. The Plan Administrator may make grants under the plan to participants containing such terms as the Plan Administrator shall determine. Share options will have an exercise price that may not be less than the fair market value of our common stock on the date of grant. Share options granted under the 2013 LTIP can be either incentive share options (within the meaning of section 422 of the Code), which may have certain tax advantages for recipients, or non-qualified share options. Share options granted will become exercisable over a period determined by the Plan Administrator. No share option will have a term that exceeds ten years. The availability of share options is intended to furnish additional compensation to plan participants and to align their economic interests with those of common shareholders.

Performance Award. A performance award is a right to receive all or part of an award granted under the 2013 LTIP based upon performance criteria specified by the Plan Administrator. The Plan Administrator will determine the period over which certain specified company or individual goals, or objectives must be met. The performance award may be paid in cash, shares of our common stock or other awards or property, in the discretion of the Plan Administrator.

Annual Incentive Award. An annual incentive award is a conditional right to receive a cash payment, shares or other award unless otherwise determined by the Plan Administrator, after the end of a specified year. The amount potentially payable will be based upon the achievement of performance goals established by the Plan Administrator.

Restricted Share Unit. A restricted share unit is a notional share that entitles the grantee to receive a share of common stock upon the vesting of the restricted share unit or, in the discretion of the Plan Administrator, cash equivalent to the value of a share of common stock. The Plan Administrator may determine to make grants of restricted share units under the plan to participants containing such terms as the Plan Administrator shall determine. The Plan Administrator will determine the period over which restricted share units granted to participants will vest.

The Plan Administrator, in its discretion, may grant tandem dividend equivalent rights with respect to restricted share units that entitle the holder to receive cash equal to any cash dividends made on our common stock while the restricted share units are outstanding.

Bonus Shares. The Plan Administrator, in its discretion, may also grant to participants shares of common stock that are not subject to forfeiture. The Plan Administrator can grant bonus shares without requiring that the recipient pay any remuneration for the shares.

Share Appreciation Rights. The 2013 LTIP permits the grant of share appreciation rights. A share appreciation right is an award that, upon exercise, entitles participants to receive the excess of the fair market value of our common stock on the exercise date over the grant price established for the share appreciation right on the date of grant. Such excess will be paid in cash or common stock. The Plan Administrator may determine to make grants of share appreciation rights under the plan to participants containing such terms as the Plan Administrator shall determine. Share appreciation rights will have a grant price that may not be less than the fair market value of our common stock on the date of grant. In general, share appreciation rights granted will become exercisable over a period determined by the Plan Administrator.

Other Share-Based Awards. The Plan Administrator, in its discretion, may also grant to participants an award denominated or payable in, referenced to, or otherwise based on or related to the value of our common stock.

Tax Withholding. At our discretion, and subject to conditions that the Plan Administrator may impose, a participant’s minimum statutory tax withholding with respect to an award may be satisfied by withholding from any payment related to an award or by the withholding of shares issuable pursuant to the award based on the fair market value of the shares.

Anti-Dilution Adjustments. If any “equity restructuring” event occurs that could result in an additional compensation expense under Financial Accounting Standards Board Accounting Standards Codification Topic 718, or “FASB ASC Topic 718,” if adjustments to awards with respect to such event were discretionary, the Plan Administrator will equitably adjust the number and type of shares covered by each outstanding award and the terms and conditions of such award to equitably reflect the restructuring event, and the Plan Administrator will adjust the number and type of shares with respect to which future awards may be granted. With respect to a similar event that would not result in a FASB ASC Topic 718 accounting charge if adjustment to awards were discretionary, the Plan Administrator shall have complete discretion to adjust awards in the manner it deems appropriate. In the event the Plan Administrator makes any adjustment in accordance with the foregoing provisions, a corresponding and proportionate adjustment shall be made with respect to the maximum number of shares available under the 2013 LTIP and the kind of shares or other securities available for grant under the 2013 LTIP. Furthermore, in the case of (i) a subdivision or consolidation of the common stock (by reclassification, split or reverse split or otherwise), (ii) a recapitalization, reclassification, or other change in our capital structure or (iii) any other reorganization, merger, combination, exchange or other relevant change in capitalization of our equity, then a corresponding and proportionate adjustment shall be made in accordance with the terms of the 2013 LTIP, as appropriate, with respect to the maximum number of shares available under the 2013 LTIP, the number of shares that may be acquired with respect to an award, and, if applicable, the exercise price of an award, in order to prevent dilution or enlargement of awards as a result of such events.

Change in Control. Upon a “change of control” (as defined in the 2013 LTIP), the Plan Administrator may, in its discretion, (i) remove any forfeiture restrictions applicable to an award, (ii) accelerate the time of exercisability or vesting of an award, (iii) require awards to be surrendered in exchange for a cash payment, (iv) cancel unvested awards without payment or (v) make adjustments to awards as the Plan Administrator deems appropriate to reflect the change of control.

Termination of Employment or Service. The consequences of the termination of a grantee’s employment, consulting arrangement, or membership on the board of directors will be determined by the Plan Administrator in the terms of the relevant award agreement.

As described above under “—Compensation of Management” and “—Compensation of Directors,” during the year ended December 31, 2024, we granted a total of (i) 10,819 shares of restricted stock under the 2013 LTIP to our officers and (ii) 36,327 shares of restricted stock under the 2013 LTIP to our non-employee directors. The restricted stock awards granted to our officers vest and become free of restrictions on the third anniversary of the date of grant while the restricted stock awards granted to our non-employee directors vest and become free of restrictions on the first anniversary of the date of grant. Following the adoption of the 2023 LTIP (described below), future equity awards granted to our officers and directors will be made under the 2023 LTIP.

Benefit Plans and Programs

We sponsor a money purchase defined contribution plan, which we refer to as a personal pension plan, for all employees. Each employee is eligible to contribute up to 100% of their annual salary to their personal pension plan and we will contribute, depending on an employee’s criteria, up to 10% of the employee’s annual salary. For the year ended December 31, 2024, we paid an aggregate of approximately $88,404 in contributions to the personal pension plan for our four officers (December 31, 2023: $56,700). For the year ended December 31, 2024, we paid an aggregate of $0.6 million in contributions to the personal pension plans for all other eligible employees (December 31, 2023: $0.6 million).