NAVG The Navigators Grp., Inc.

Director Compensation

For 2018, each director who was not an officer or employee of the Company received an annual payment consisting of $90,000 in cash, payable in quarterly installments, and $75,000 in restricted shares of the Company’s Common Stock, payable in the first quarter of each year for service during the preceding year (based on the closing price of the Company’s Common Stock on the last business day of such preceding year). In addition, members of the Audit Committee of the Board were paid an additional annual retainer of $15,000, payable in quarterly installments. The chairmen of the Audit Committee and the Compensation Committee were paid annual retainers of $40,000 and $25,000, respectively, the chairmen of the Finance Committee and the Underwriting Committee were paid an annual retainer of $15,000 each, payable in quarterly installments, and the chairman of the Corporate Governance Committee was paid an annual retainer of $10,000, payable in quarterly installments.

Mr. Mendelsohn was appointed as our Chairman on May 23, 2013, on which date Mr. Deeks retired as Chairman to become Chairman Emeritus. As Chairman, Mr. Mendelsohn receives an additional annual retainer of $135,000 per annum, payable in quarterly installments in cash, in recognition of the time and effort spent by the Chairman in his role. Mr. Deeks, as Chairman Emeritus, receives an additional annual retainer of $100,000 per annum, payable in quarterly installments in cash, for his continued guidance as Chairman Emeritus. In addition, the Company continues to provide Mr. Deeks with supplemental retiree medical coverage and to reimburse Mr. Deeks for the cost of any premiums paid to Medicare.

The Compensation Committee of the Board recognizes the importance of ownership of the Common Stock of the Company by its independent directors in aligning the interests of the Board with those of our stockholders. Accordingly, in 2014, the Corporate Governance and Nominating Committee adopted an equity ownership requirement for non-executive directors to own an amount of shares equal to three times the annual grant amount, with a director having three full calendar years of service to accumulate such shares. As described above, each director received payment in 2018 of $75,000 in fully vested shares of the Company’s Common Stock as part of the annual compensation for service on the Board in 2018. Directors are required to hold such shares for a minimum of one year.

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Shown below is a table that sets forth the total compensation paid to each independent Board member in 2018.

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EXECUTIVE COMPENSATION

Impact of Merger Agreement

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share (a “Share”) of common stock of the Company issued and outstanding immediately prior to the Effective Time (other than Shares held by stockholders who had not voted in favor of the Merger and who had properly and validly perfected their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the Delaware General Corporation Law) will be converted into the right to receive $70.00 in cash without interest thereon (the “Merger Consideration”), subject to applicable tax withholding.

The Merger Agreement provides for the treatment described below with respect to outstanding equity awards, including those grants made in 2018.  Although the Merger will impact outstanding equity awards as described below, the Compensation Discussion and Analysis section of this Form 10-K/A describes the original terms of the 2018 grants, without taking into consideration the impact of the Merger as the Merger was not consummated as of December 31, 2018. In addition, the Merger Agreement provides for the termination of certain compensation and benefits plans of the Company and its subsidiaries as of the Effective Time, including termination of The Navigators Group, Inc. Second Amended and Restated 2005 Stock Incentive Plan (the “2005 Stock Incentive Plan”), The Navigators Group, Inc. Non-Qualified Deferred Compensation Plan and The Navigators Group, Inc. Amended and Restated Employee Stock Purchase Plan.     Although the Merger will impact the availability of such benefits, this Item 11 section of this Form 10-K/A describes the terms of such plans as in effect in 2018, without taking into consideration the impact of the Merger as the Merger was not consummated as of December 31, 2018.

Generally, awards granted under the 2005 Stock Incentive Plan that are outstanding at the time of the Merger will be treated as follows, subject to applicable tax obligations and withholding:

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Compensation Discussion and Analysis

This section describes the compensation programs for our Chief Executive Officer and our Chief Financial Officer in fiscal year 2018 as well as each of our three most highly compensated executive officers employed at the end of fiscal year 2018 all of whom we refer to collectively as our Named Executive Officers or NEOs.  Our NEOs for fiscal year 2018 were:

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Executive Summary

The Company’s compensation program is shaped by our pay-for-performance philosophy that is intended to align our executive officers’ interests with those of our stockholders by rewarding performance that meets or exceeds the goals the Compensation Committee establishes with the objective of increasing stockholder value.  In line with this philosophy, the total compensation received by the NEOs varies based on individual and corporate performance, as well as the performance of a particular underwriting division, if any, for which such NEO has responsibility, measured against relevant annual and long-term performance goals.  The NEOs’ total compensation is comprised of a mix of base salary, annual incentive and long-term incentive awards.

The annual incentive compensation awards and long term performance-based equity incentive grants comprise a significant part of our NEOs’ total compensation. The annual incentive compensation awards for 2018 were awarded based largely on the Company’s achievement of tangible book value, net income and combined ratio as compared to pre-established targets, as described below. The Company’s corporate performance was a key factor in the compensation decisions affecting the NEOs for 2018.  It also significantly affected the payout of long-term incentive awards previously granted to the NEOs.  Examples are as follows:

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The Company’s compensation program builds upon the Company’s pay-for-performance philosophy, as exemplified by:

In addition, in 2018, the Compensation Committee approved the terms of employment agreements with our President and Chief Executive Officer, Mr. Galanski, and our Executive Vice President and Chief Financial Officer, Mr. DeFalco. The employment agreement with Mr. Galanski superseded his prior employment agreement. Mr. DeFalco did not have an employment agreement with the Company or its subsidiaries prior to entering into the employment agreement. The terms of the employment agreements are described in further detail below under “Compensation Discussion and Analysis – Employment Agreements ”.

In connection with the anticipated Mer ger, to secure the continued service of certain of our NEOs whether or not the Merger ultimately closes and to ensure each NEO’s continued dedication to the Company, each of our other NEOs, Messrs. Bassett, Casella and Tizzio, also entered into agreements in 2018 that included certain performance-based cash bonuses to be paid in the future subject to certain conditions. The terms of these agreements are described in further detail below under “Compensation Discussion and Analysis – President’s Awards ”.

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Compensation Objectives and Philosophy

The objectives of the Company’s compensation program are to (1) provide fair, adequate and competitive compensation to all employees, (2) attract qualified new individuals to enter into employment with the Company, (3) facilitate the retention of qualified employees and continuity of management, (4) provide incentives and rewards for such employees to enhance the profitability and growth of the Company and (5) align the interests of employees and stockholders.  The Company uses the various elements of its compensation program together to achieve these objectives.

The Company’s approach to employee compensation is grounded in a pay-for-performance philosophy that seeks to emphasize underwriting profitability over growth in premium revenues, while maintaining conservative investment and accounting practices.  The Company’s compensation program is designed to balance rewards to employees based upon the annual performance of the Company and their individual roles in achieving that level of corporate performance and long-term incentive awards with value tied to corporate performance.  The Company’s Board of Directors and its senior management believe that compensation decisions for each NEO should reflect the continued growth and financial performance of the Company, the underwriting performance of the business division, if any, for which such NEO has responsibility, and the individual contribution of the NEO to the overall financial success of the Company.

Setting Executive Compensation

The Company does not generally target any specific allocation among the various elements of total compensation for NEOs or other employees.  Rather, compensation decisions for NEOs other than the President and Chief Executive Officer are based upon a reasoned evaluation by the President and Chief Executive Officer of the applicable NEO’s areas of responsibility as well as individual objectives set for each NEO.  In this way, the individual performance and future potential of each of the NEOs is taken into account.  These decisions are subject to the review and approval of the Compensation Committee.  Compensation decisions for the President and Chief Executive Officer are made by the Compensation Committee based upon the factors described under “Compensation Discussion and Analysis – Chief Executive Officer and Chief Financial Officer Compensation ” below.

Among the factors considered by the Company in determining appropriate base salary, incentive and total compensation levels for the NEOs for 2018 was compensation information for corresponding executive officers in peer companies.  The companies selected by the Company and the Compensation Committee as peer companies are considered comparable to the Company either because of revenue size or market capitalization, or because they are in lines of business similar to the Company’s lines of business, or because the Company competes with them for talent or business.  The peer companies considered in 2018 were Argo Group International Holdings, Ltd., Employers Holdings, Inc., Erie Indemnity Company, Inc., Markel Corp., ProAssurance Corporation, RenaissanceRe Holdings Ltd., RLI Corp., Selective Insurance

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Group Inc., State Auto Financial Corp., The Hanover Insurance Group, Inc., Validus Holdings, Ltd. and W. R. Berkley Corp.

2018 Say-on-Pay Vote

As part of its review of the Company’s executive compensation program, the Compensation Committee considered that approximately 99% of the votes cast with respect to the Company’s say-on-pay proposal at our 2018 Annual Meeting of Stockholders were voted in favor of the compensation of the Company’s named executive officers. The Compensation Committee determined that the Company’s executive compensation philosophies and objectives and compensation elements continued to be appropriate and did not make any changes to the Company’s executive compensation program in response to the 2018 say-on-pay vote.

Executive Compensation Components

The components of the Company’s annual executive compensation program for the year ended December 31, 2018 are set forth in the table below.  Each of the components and why the Company pays each element of compensation, how the Company arrived at the amount of each element for the NEOs, and how each element fits into the Company’s overall compensation objectives are more fully described in the sections following the table. The following table does not describe the President’s Awards, which were granted in connection with the Merger and are described in further detail below under “Compensation Discussion and Analysis – President’s Awards ”.

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Chief Executive Officer and Chief Financial Officer Compensation .  For 2018, the compensation of our President and Chief Executive Officer, Mr. Galanski, and Chief Financial Officer, Mr. DeFalco, included base salary, an annual incentive award, payable in cash, and a performance-based long-term incentive grant of performance units (the “Long Term Incentive Grant”).  Each element of their compensation is discussed separately below.  In respect of their 2018 compensation package, a number of factors were considered, including (i) the Company’s performance and return on equity to stockholders, (ii) their significant contributions to the visibility of the Company, (iii) their business and leadership skills and experience, (iv) the need to provide them with a significant incentive as well as to motivate and retain their services, and (v) the desire to be consistent with the objectives of the Company’s compensation program described above and its pay-for-performance philosophy.

In addition to these factors, Mr. Galanski’s compensation package is designed to demonstrate his importance to the continued growth of the Company.  Since Mr. Galanski joined the Company in 2001, the Company’s book value per share has increased from $8.525 to $41.55, and its share price has increased from $6.655 to $69.49.  (All such figures are as of December 31, 2000 and December 31, 2018, respectively, and have been adjusted to reflect the effect of the two-for-one stock split via a stock dividend on January 20, 2017.)

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In respect of the base salaries for Messrs. Galanski and DeFalco in 2018, the Compensation Committee reviewed their respective base salaries relative to the salaries of chief executive officers and chief financial officers of peer companies, taking into consideration the performance of the Company over their respective tenures as Chief Executive Officer and Chief Financial Officer, both in an absolute sense as well as relative to its peers.  As a result of this review, the Committee elected not to increase Mr. Galanski’ s base salary but did provide a salary increase for Mr. DeFalco of $50,000 to a new salary of $575,000 in 2018. As described in further detail below un der “Compensation Discussion and Analysis – Employment Agreements ”, in 2018, Messrs. Galanski and DeFalco each entered into an employment agreement with the Company which fixes the base salary for each executive, which remain subject to annual review by th e Compensation Committee.

The compensation packages for Messrs. Galanski and DeFalco provide for an annual incentive award to be paid pursuant to the 2005 Stock Incentive Plan in an amount based upon the Company’s results as described below as well as on qualitative measures set by the Compensation Committee at the beginning of the year.  It is intended to promote the Company’s pay-for-performance compensation philosophy by providing a direct linkage between Company performance, personal performance and executive compensation.  The annual incentive payments are administered by the Compensation Committee, which selects the performance targets and qualitative measures each year.  For more information, see “Compensation Discussion & Analysis – Second Amended and Restated 2005 Stock Incentive Plan – Annual Incentive Awards .”

Each of Messrs. Galanski and DeFalco has an annual incentive target equal to 100% of his respective base salary, with a range from 0 to 150% of such base salary based on relative achievement against the selected performance measures.  Their annual incentive is payable in cash.  For 2018, 75% of the incentive award was determined by the degree to which the Company achieved corporate performance targets (the “Financial Incentive Targets”) based on its budget plan with respect to year over year return on equity, the achievement of net income as compared to plan and combined ratio.  The Financial Incentive Targets are established annually during the budget plan process, and the plan is approved by the Board of Directors.  The plan considers new business opportunities, current market conditions and other relevant factors unique to the Company.  For 2018, the Financial Incentive Targets and the corresponding achievement level for that Financial Incentive Target were as follows:

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The remaining 25% of the annual incentive award payable to Messrs. Galanski and DeFalco was based on the extent to which each executive met certain qualitative measures (the “Qualitative Incentive Targets”).  In the case of Mr. Galanski, the Qualitative Incentive Targets were set by the Compensation Committee, in consultation with the Corporate Governance and Nominating Committee, at the beginning of the year and these committees also assessed the extent of his achievement of these targets.  For 2018, the Qualitative Incentive Targets for Mr. Galanski consisted of strategic initiatives around the Company’s information technology structure, the International Insurance segment, integration of the newly acquired Belgian managing general agency and affiliated insurance carrier, talent management and other ongoing projects.  The Qualitative Incentive Targets for Mr. DeFalco were set by Mr. Galanski at the beginning of the year and Mr. DeFalco’s degree of achievement of these targets is assessed by Mr. Galanski. For 2018, the Qualitative Incentive Targets for Mr. DeFalco consisted of objectives regarding the continued improvement of operational effectiveness, integration of the newly acquired Belgian managing general agency and affiliated insurance carrier and other strategic initiatives.

Each Financial Incentive Target and the Qualitative Incentive Targets are evaluated independently and aggregated to determine the amount of the final incentive award for Messrs. Galanski and DeFalco. An aggregate achievement of 100% of the Financial Incentive Targets and Qualitative Incentive Targets (together, the “Executive Incentive Targets”) would entitle Messrs. Galanski and DeFalco to receive the full incentive award of 100% of their respective base salaries.  Achievement of 50% of their respective Executive Incentive Targets would entitle them to receive 50% of their respective base salaries as their respective incentive award, and achievement of 150% of the Executive Incentive Targets would entitle them to receive the maximum of 150% of their respective base salaries as their respective incentive award.  Achievement of between 50% and 150% of their respective Executive Incentive Targets would entitle them to receive a corresponding incentive award of between 50% and 150% of their respective base salaries, and achievement below 50% of the Executive Incentive Targets would mean that no incentive award would be granted to them.

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With respect to the Fin ancial Incentive Targets, the Compensation Committee measured the growth in tangible book value excluding the effect of the payment of quarterly dividends. For 2018, the Company’s return on equity was 4.9%, thereby earning 0% of this metric, the achievemen t of net income as compared to plan was 56 .1 %, thereby earning 56.1% of this metric, and the combined ratio was 100.7%, thereby earning 0% of this metric.  With respect to the Qualitative Incentive Targets, after discussion and consideration, the Compensat ion Committee decided to measure Mr. Galanski’s achievement at 150% and Mr. Galanski assessed Mr. DeFalco’s achievement at 150%.  These metrics resulted in Mr. Galanski achieving 64.5% of the Executive Incentive Targets; therefore, Mr. Galanski was granted a incentive payment of 64.5% of his base salary, or $644,806.  These metrics resulted in an incentive for Mr. DeFalco equal to 64.5% of the Executive Incentive Targets; therefore, Mr. DeFalco was granted an incentive payment of 64.5% of his base salary, o r $370,764.

The Long Term Incentive Grant is an annual grant made under the Company Stock Plan, which for 2018 was equal to 200% of Mr. Galanski’s base salary and 100% of Mr. DeFalco’s base salary, each as of the date of the grant.  Each Long Term Incentive Grant will cliff vest upon the third anniversary of the grant, in a range from 50% to 150% of the original number of shares granted based on the Company’s cumulative growth in tangible book value during the three year performance period.  For the grant issued in 2018, if the cumulative growth in tangible book value for the performance period is 27%, the award will vest at 100% of its target.  However, if the cumulative growth in tangible book value is 32.4% or more the award will vest at 150% of its target and if the cumulative growth in tangible book value is less than 21.6% the award will vest at 50% of its target.  Achievement of between 21.6% and 32.4% of cumulative growth in tangible book value for the performance period would cause the Long Term Incentive Grant to vest at the corresponding value between 50% and 150% of the target.

The Compensation Committee believes that performance targets set for Messrs. Galanski and DeFalco in annual incentive awards as well as for the performance based portion of their Long Term Incentive Grants have been set at levels that can be achieved only with significant effort on their part and that payment of the maximum award amounts in either case would reflect results substantially in excess of expectations.  The Compensation Committee has no discretion to increase individual awards above the amount determined by the applicable incentive award criteria, but it does have discretion to make adjustments in recognition of unusual or nonrecurring events affecting the financial statements or in response to changes in applicable laws, regulations or accounting principles.  The Compensation Committee selects the applicable incentive award criteria, and the respective weights assigned to them, each year in the first quarter.  The compensation packages for Messrs. Galanski and DeFalco support the Company’s retention objectives by enabling the Company to provide them with fair, adequate and competitive compensation and appropriate incentives to enhance the profitability and growth of the Company.

Base Salaries .  The Company pays base salaries to each NEO to compensate the officer for their ongoing performance throughout the year, to promote retention and in accordance with accepted industry market practice.  Base salaries are determined after evaluating a number of factors, including local market conditions, individual job performance, amounts paid to executives with comparable experience at peer insurance companies, qualifications and responsibilities of executives at other insurance companies and underwriting management

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companies, and the overall financial results of the Company.  For NEOs, base salary increases are not generally awarded annually, but are awarded only when the Compensation Committee deems such increases appropriate af ter evaluating the various factors described above. Mr. Tizzio did not receive a salary increase in 2018.  Mr. Bassett’s salary was increased in 2018 from $550,000 to $575,000 and Mr. Casella’s salary was increased in 2018 from $550,000 to $580,000. The Co mpany recognizes the need to pay competitive base salaries to support its recruitment and retention compensation objectives and its ability to provide fair, adequate and competitive compensation to the NEOs.

Annual Incentive Plan .  The Company’s Annual Incentive Plan, in which all employees of the Company other than the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer participated in 2018, provides for the payment of annual incentive awards.  Awards to the NEOs under the Annual Incentive Plan were paid pursuant to the Company Stock Plan.

Awards under the Annual Incentive Plan are based on corporate performance, divisional underwriting performance and individual performance within the overall guidelines of the Annual Incentive Plan.  At more senior employee levels, awards are weighted somewhat more heavily toward corporate performance and, where applicable, divisional underwriting performance, whereas at lower levels awards are weighted somewhat more heavily toward individual performance.  The Compensation Committee determines the relative weights of the corporate, divisional and individual performance components of Annual Incentive Plan incentive awards, as well as the various elements of corporate performance and divisional performance, each year.

The Annual Incentive Plan supports the Company’s recruitment objectives by enabling the Company to attract qualified new employees.  The Annual Incentive Plan also supports the Company’s retention objectives, as well as its ability to provide participating NEOs with competitive compensation and appropriate incentives to enhance the profitability and growth of the Company.  Each of the NEOs has oversight responsibility for one of the Company’s various business segments, and the divisional component of the Annual Incentive Plan enables the Company to directly tailor the amount of his incentive compensation to the performance of the divisions within the segment he oversees.

The Committee believes that performance targets for annual incentive awards under the Annual Incentive Plan have been set at levels that can be achieved only with significant effort on the part of the NEOs who participate in the Annual Incentive Plan, and that payment of the maximum award amounts under the Annual Incentive Plan would reflect results substantially in excess of expectations.  The Compensation Committee has discretion to amend individual awards, subject to the maximum award amounts permitted under the Annual Incentive Plan, to ensure that such awards reflect the contributions of participating executives and in recognition of unusual or nonrecurring events affecting the financial statements or in response to changes in applicable laws, regulations or accounting principles.

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The Annual Incentive Pl an categorizes employees into several groups, which are subject to various performance indicators and objectives based upon responsibilities, skills, experience and other relevant factors appropriate for each group.  The performance of each employee is rev iewed no less than once each year.  Employees in each group are eligible to earn an incentive compensation award based upon a target percentage of their base salary, which for 2018 ranged from 5% to 80% among the different groups.  Each of the participatin g NEOs has an incentive target of 80% of their base salary.  Under the Annual Incentive Plan, eligible employees may receive an annual award of up to 150% of the target percentage of their base salary.  For achievement of 100% of the corporate, individual and, where applicable, divisional performance targets, Annual Incentive Plan participants are entitled to receive 100% of their target percentages under the Annual Incentive Plan.  For achievement of less than 100% of such corporate, individual and, where applicable, divisional targets, Annual Incentive Plan participants receive correspondingly less than 100% of their target percentages.  For achievement of more than 100% of such corporate, individual and, where applicable, divisional targets, Annual Incent ive Plan participants are entitled to receive correspondingly more than 100% of their target percentages under the Annual Incentive Plan, up to a maximum of 150% of their target percentages.  Regardless of the ultimate achievement, payout of Annual Incenti ve Plan awards is subject to the total funding made available for the annual incentive pool, as described below.

In 2018, the targets for the corporate performance component of the annual incentive award were based on the extent to which the Company achieved its 2018 budget plan with respect to return on equity value, adjusted pre-tax net income and the combined ratio, with these three elements being weighted at 35%, 35% and 30%, respectively, of corporate performance.  The targets for the divisional performance component of the annual incentive award were based on the extent to which the applicable business division achieved its 2018 divisional budget plan with respect to gross written premium, operating expense ratio, calendar year loss ratio and accident year loss ratio.  To enforce the Company’s responsible underwriting culture, missed targets for operating expense ratio and both loss ratios count more heavily than missed targets for gross written premium.  Each of these elements is then weighted at 25% of the divisional performance component.

For 2018, with respect to the corporate performance component of the annual incentive awards, the performance targets and the corresponding achievement level for the performance targets were as follows:

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Any amount below the minimum performance targets would have resulted in a zero for such target.  For 2018, the Company’s return on equity was 4.9%, the adjusted pre-tax net income was 56% of plan and the combined ratio was 100.7%.  Together, these converted to a 35.2% achievement relevant to the corporate performance component of the Annual Incentive Plan.

Where divisional performance targets are applicable, for employees at relatively senior levels, divisional performance is weighted 50% of the Annual Incentive Plan incentive award calculation, and corporate and individual performance are each weighted 25%.  Where divisional performance targets are not applicable, corporate and individual performance are each weighted at 50% for employees at such senior levels.  In addition, as in the past, the Compensation Committee determined that the amount of overall funding available for the annual incentive pool would be targeted initially to be between 7.5% and 15% of adjusted net income.  However, adjusted net income in 2018 was significantly affected due to high levels of large loss activity in our International division, as well as loss development in the Premises product within our U.S. Insurance division.  In order to ensure fair compensation for employees who were generally not associated with these losses, and in acknowledgement of the increased difficulty to retain talent in light of impending merger, at the discretion of the Compensation Committee, the funding made available for the annual incentive pool was increased to 21.5% of adjusted net income, which was calculated excluding incentive award compensation, dividend payments, merger and acquisition costs, unrealized gains and losses in our investment portfolio and fluctuations in currency exchange.  This amount still provided for incentive awards significantly below target in many cases, but enabled management to pay for performance where it was warranted and desirable.

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The relative weight of the corporate, divisional and i ndividual performance components used to determine the annual incentive awards for the NEOs varied as indicated above.  For Mr.  Bassett, who oversees multiple areas of the corporation, the overall annual incentive award is determined primarily by the Comp any’s corporate performance and by individual performance, adjusted by the achievement of the performance targets of the business lines that report up to him.  For Messrs. Casella and Tizzio, the overall annual incentive award is determined primarily by th e achievement of the performance targets of the business lines that report up to each of them within their reporting segments, while factoring in the Company’s corporate performance and each of their individual performance.  After the achievement of the pe rformance targets for the particular business lines were assessed and the corporate performance calculated, the individual performance component of the Annual Incentive Plan awards for Messrs. Bassett, Casella and Tizzio was recommended by Mr. Galanski to the Compensation Committee, based upon his reasoned, subjective evaluation of the individual performance of each such NEO.  The final resulting annual incentive award for each participating NEO was reviewed and approved by the Compensation Committee.

Based on the above, the annual incentive awards paid to Mr. Bassett was $480,000 and Mr. Tizzio received $450,000.  Mr. Casella was not paid an annual incentive award for 2018.

Admirals Program .  In 2006, the Compensation Committee, working with senior management of the Company, established the Admirals Program, which provides for special restricted stock unit award and performance unit award grants under the Company’s 2005 Stock Incentive Plan for certain key underwriters and other employees of the Company (“Admirals Awards”).  Only employees who are significant contributors to the Company and participate at relatively high levels in the Annual Incentive Plan generally receive Admirals Awards.

The Admirals Program is primarily designed to align the interests of management and stockholders, as well as to retain qualified employees and facilitate continuity of management by providing significant long-term incentive stock awards to key employees.  The Admirals Program also supports the Company’s recruitment objectives by enabling the Company to attract qualified new employees, and it enhances the Company’s ability to provide NEOs and others with competitive compensation and appropriate incentives to enhance the profitability and growth of the Company.  The size of each Admirals Award is determined by the Compensation Committee based upon the recommendation of senior management, and reflects the position of the award recipient within the organization, the importance of that individual to the continued growth and success of the Company, the need to retain his or her services and related factors.  The Compensation Committee determines the amount of any Admirals Program awards to the NEOs, and, as part of this decision, will consider the recommendations of the President and Chief Executive Officer.  The Admirals Program fits into the Company’s overall compensation objectives by providing a long-term retention mechanism targeted toward a limited number of significant and valued contributors.  Typically, recipients of Admirals Awards are considered for, but not guaranteed, an award each year.

For awards granted in 2015 under the Admirals Program, such awards cliff vested in 2018 upon the third anniversary of the grant date, and the actual number of such performance- units vesting was subject to variation from 0% to 150% based on the Company meeting a cumulative growth in book value per share target during the three year performance period, as set by the

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Compensation Committee.  Based on the performance, the Admirals Awa rds vesting in 2018 vested at 77% of the target amount of performance units.

For those in more senior positions, awards granted under the Admirals Program in 2016, 2017 and 2018 vest upon the third anniversary of the grant date in a range from 50% to 150% of the original target amount of performance units, based on the Company’s cumulative growth in tangible book value over the three year performance period.  The chart below lists, for Admirals Awards issued in 2018, the target cumulative growth in tangible book value over the three-year performance period for a recipient to receive the maximum, target and threshold amount of shares under an Admirals Award. Admirals Program grants are generally awarded in late February or early March of each year.

For cumulative growth in tangible book value between 18% and 42% for the three-year vesting period, the employee will receive a corresponding percentage of the target award ranging between 50% and 150% of target.

In 2018, the Compensation Committee approved awards under the Admirals Program to Messrs.  Bassett and Tizzio at the target amount of 7,500 and Mr. Casella at the target amount of 5,000, each of which will vest three years from the date of grant in a range from 50% – 150% of the target amount based on the Company’s cumulative growth in tangible book value as described above.  The amount of these grants and the decision to authorize them reflect the Compensation Committee’s consideration of each of their importance to the Company, the importance of the functions they oversee to the Company’s success, and the need to provide each of them with long term incentive and to retain their services.

Retirement Income Plans .   The Company’s retirement income plans include the 401(k) Plan, which includes a Retirement Savings Account, and the U.K. Plan.  In addition, the Company provides retirement benefits in the additional jurisdictions in which it has employees, in accordance with local law and custom.  All U.S. employees are eligible to participate in the Company’s 401(k) Plan, a defined contribution plan.  The Plan provides for the Company to match each participating U.S. employee’s annual contributions to the 401(k) Plan up to 4% of such employee’s base salary and Annual Incentive Plan award for such year, subject to certain maximum contribution limits under applicable law.  In addition, at the discretion of the Compensation Committee, depending upon the yearly financial performance of the Company, the Company may contribute up to an additional 4% of each eligible employee’s base salary for such year. For 2018, the Compensation Committee elected not to make any additional contributions to the 401(k) Plan. The Company’s 401(k) Plan matching contributions and, for employees hired prior to January 1, 2012, any discretionary contributions, vest immediately.  For employees hired on or after January 1, 2012, any discretionary contributions vest in annual installments of 20% on each of the second, third, fourth, fifth and sixth anniversaries of the date

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on which an employee joined the Company, and become fully vested after the employee has been employed by the Company fo r six years.

In addition, as part of the 401(k) Plan, the Company’s sponsors a Retirement Savings Account that provides for a mandatory annual contribution by the Company on behalf of each eligible employee.  For employees hired prior to January 1, 2015, the Company provides a contribution of 7.5% of such employee’s base salary, and for employees hired on or after January 1, 2015, the Company provides a contribution of 5% of such employee’s base salary.  The Company’s contributions to the Retirement Savings Accounts are subject to certain maximum contribution limits under applicable law.  All U.S. employees hired prior to January 1, 2012 were eligible to participate in the Retirement Savings Account as of the January 1st immediately following their date of hire.  All U.S. employees hired on or after January 1, 2012 become eligible to participate in the Retirement Savings Account as of the first day of the next calendar year quarter following the one year anniversary of their employment with the Company.  The Company’s contributions to an employee’s Retirement Savings Account vest in annual installments of 20% on each of the second, third, fourth, fifth and sixth anniversaries of the date on which an employee joined the Company, and become fully vested after the employee has been employed by the Company for six years.

The Company’s U.K. employees participate in the U.K. Plan rather than in the 401(k) Plan and the Retirement Savings Account.  The U.K. Plan, like the 401(k) Plan, is a defined contribution plan.  The U.K. Plan provides for a mandatory monthly contribution by the Company on behalf of each eligible employee.  The Company provides employees hired prior to January 1, 2015 with a contribution of 15% of such employee’s base salary, and provides employees hired on or after January 1, 2015 with a contribution of 12% of such employees base salary.  All Company contributions to the U.K. Plan vest immediately.  U.K. employees are also entitled to make a voluntary annual contribution to the U.K. Plan, which is deducted from their net base salary.  All U.K. employees become eligible to participate in the U.K. Plan as of the date they become employees of the Company.  In addition, the Company provides retirement benefits in the additional jurisdictions in which it has employees, in accordance with local law and custom, in an amount that the Company feels to be competitive with others in the market, to attract and retain local talent.

The 401(k) Plan, the Retirement Savings Account, the U.K. Plan and other local retirement benefits are together considered important long term retirement benefits that support the Company’s overall compensation objectives by helping to provide fair, adequate and competitive compensation to all employees, by helping to attract qualified new employees, and by facilitating the long term retention of key existing employees.  The Retirement Savings Account and the U.K. Plan facilitate recruiting and retention by distinguishing the Company from many of its peer companies that do not provide this element of compensation.  The Company’s retirement benefits also facilitate retirement planning by NEOs and other employees.

The Company does not offer a defined benefit pension plan.  Starting in 2015, the Company introduced a nonqualified deferred compensation plan for the benefit of NEOs and certain other members of management (the “Deferred Compensation Plan”).  The Deferred Compensation Plan provides retirement benefits to NEOs and certain other key members of management (the “Key Employees”), allowing Company contributions for the benefit of such individuals which would be payable under the 401(k) Plan but for the limits imposed by the Internal Revenue Code (the “Code”).  The Key Employees as well as certain additional members of management are

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also eligible to elect to defer portions of their base salary and incentive award each year pursuant to the Deferred Compensation Plan.

Under the Deferred Compensation Plan, the Key Employees may make a contribution to their plan account of up to 4% of their eligible compensation, which includes their base salary and annual incentive award, exceeding the maximum compensation limit for qualified contributions to the 401(k) Plan.  Under the Deferred Compensation Plan, the Company makes a matching contribution equal to 100% of a Key Employee’s contribution.  The Company also makes an additional contribution of 5% of each Key Employee’s base salary on an annual basis, which is subject to a vesting schedule based on the number of years of service of the employee, aligning with the vesting of the employee’s Retirement Savings Account.  In addition, under the Deferred Compensation Plan, all eligible employees may elect to defer up to 50% of their base salary and up to 90% of their incentive award each year.

All amounts that are contributed or deferred under the Deferred Compensation Plan may be invested in one or more designated investment options, which are substantially similar to the investment options available in the 401(k) Plan.  Distributions of amounts under the Deferred Compensation Plan may be made in a lump sum amount or in annual installments upon specific events at the election of the employee.

Employee Stock Purchase Plan .  The Company’s Employee Stock Purchase Plan provides employees, including NEOs, with the opportunity to acquire, subject to certain annual limits, shares of our Common Stock at a 10% discount from the market price at the beginning or end of each six-month plan period, whichever is less.  Employees purchase these shares through regular payroll deductions.  The Company generally encourages its employees to own its stock, and have their equity at risk, to better align the long term interests of its employees and stockholders.

General Benefits .  Executive officers also participate in those benefit arrangements which are available to our employees, including health and welfare benefit plans.

Mr. Galanski receives a car allowance from the Company in the amount of $12,000 per year, pursuant to the terms of his employment agreement.  In addition, the Company pays for the cost of an annual physical examination for executive officers.

Employee Assignment Benefits .  As a global organization, from time to time the Company may look to hire or relocate an employee to an international location away from their home state. To facilitate the assignment of experienced employees to support business, it is our practice to provide for the reimbursement of certain expenses incurred as a result of international relocation and assignment.  The objective of this is to minimize the changes the employee may experience and ensure that the employee not be financially disadvantaged or advantaged in a meaningful way as a result of the relocation.  This practice helps the Company quickly meet its business needs around the world and develop its employees.  Michael J. Casella joined the Company in April 2016 as President, Navigators International, overseeing the Company’s International Insurance segment and, in connection with such, was relocated to the United Kingdom.  As a result, Mr. Casella receives certain benefits in connection with his international assignment.  For 2018, these benefits included the cost of housing (including certain housing expenses), a cost of

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living adjustment (a cash adjustment designed to provide equiva lent purchasing power) and tax equalization payments.

Employment Arrangements .  In 2018, the Company entered into employment agreements with Mr. Galanski and Mr. DeFalco.  Among the factors considered by the Company in determining the appropriate base salary, incentive and total compensation levels for Mr. Galanski and Mr. DeFalco was compensation information for corresponding executive officers in peer companies, as well as guidance from compensation consultants engaged by the Compensation Committee. None of the other NEOs had an employment agreement with the Company during 2018.  For a discussion of the agreements with Mr. Galanski and Mr. DeFalco, please see “Employment Agreements” below.

Additionally, in 2018 in connection with the anticipated Merger, to secure the continued service of certain of our NEOs whether or not the Merger ultimately closes and to ensure each NEO’s continued dedication to the Company, each of our other NEOs, Messrs. Bassett, Casella and Tizzio, entered into agreements that included certain performance-based cash bonuses to be paid in the future subject to certain conditions. The terms of these agreements are described in further detail below.

As noted above, on March 9, 2019, the Company accepted the retirement of Michael J. Casella, effective March 15, 2019. The Company entered into a retirement agreement with Mr. Casella providing for a lump-sum cash payment equal to $2,042,166, payable within thirty (30) days of his retirement date, an amount that reflects (a) compensation for Mr. Casella’s outstanding President’s Award in the amount of $870,000, (b) compensation for Mr. Casella’s outstanding and unvested stock awards in the amount of $875,000, (c) severance in the amount of $290,000, representing six months’ base salary, and (d) compensation for early lease termination fees in connection with an apartment leased by Mr. Casella in the amount of $7,166, in consideration for Mr. Casella’s agreeing to (x) a general release of all claims in favor of the Company and its affiliates, (y) provide certain limited transition services to the Company during the one-year period following his retirement date and (z) certain restrictive covenants, including confidentiality, non-disparagement and non-solicitation provisions. In addition, the Company will also provide certain assignment-related tax preparation services to Mr. Casella as deemed necessary by the Company.

President’s Awards . In connection with the anticipated Merger, to secure the continued service of certain key employees whether or not the Merger ultimately closes and to ensure continued dedication of such key employees to the Company, certain of our executives, including three of our NEOs (Messrs. Bassett, Casella, and Tizzio), entered into agreements in 2018 that included future payment of performance-based long-term cash bonuses subject to certain conditions being met. These performance-based cash bonuses will generally vest on June 30, 2022 as described below, subject to each NEO’s continued employment with the Company through such date, unless his or her employment with the Company terminates due to death or disability, or if he or she experiences a qualifying termination of employment within one year following a change in control (as defined in the executive’s award agreement), in which case the executive would be entitled to the minimum target vesting amount provided in his or her award agreement. The minimum target vesting amount specified in each award agreement is subject to upward adjustment based on satisfaction of certain “performance goals” during the 36-month

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period from January 1, 2019 through December 31, 2021 (or, if a change in control occurs between January 1, 2020 and December 31, 2021, from January 1, 2019 through the date of such change in control). However, if a change in control occurs prior to January 1, 2020, the lump-sum cash bonus will be payable in the minimum target vesting amount without adjustme nt. The award amount is generally payable within 30 days after June 30, 2022, but in the event of a change in control prior to such date, the award amount will be payable one year from the date of the change in control. An NEO will not be entitled to the c ash bonus associated with the president’s award agreement if such NEO’s employment with the Company terminates prior to the payment date for any reason other than due to his death, disability or, in each case after a change in control, a termination by the Company without cause or a resignation by the NEO for good reason.

Each of our NEOs is subject to non-solicitation obligations in the president’s award agreements.

The cash bonuses payable to the Company’s NEOs pursuant to the president’s award agreements are as follows:

Mr. Casella’s President’s Award was paid in full upon his retirement, as described above.

Stock Ownership Guidelines .  The Company requires the Chief Executive Officer and Chief Financial Officer of the Company to maintain ownership of common stock of the Company equal to five and three times their respective base salaries. As of December 31, 2018, this is equivalent to an investment in the Company by Mr. Galanski of $5,000,000 and Mr. DeFalco of $1,725,000, representing 71,953 and 24,824 common shares as of December 31, 2018, respectively, based on the closing price of $69.49 per common share as of December 31, 2018.  We believe that the levels of share ownership specified above provide a meaningful alignment of the interests of our Chief Executive Officer and Chief Financial Officer with the interests of our stockholders, which furthers our goal to provide attractive long-term returns for our stockholders.  As of the date hereof, both Messrs. Galanski and DeFalco have achieved their target ownership levels.  Common stock owned outright, common stock that is subject to vested unexercised share options, unvested restricted shares and unvested share units are counted toward fulfilling this requirement.

Relationship Between Compensation Policies and Risk Management .  The Company has assessed the Company’s compensation programs and does not believe that there are any risks arising from the compensation policies and practices for employees that are reasonably likely to have a material adverse effect on the Company.  Given (1) the emphasis of underwriting profitability, rather than growth in premium revenues, in measuring both corporate and individual performance, (2) that a significant portion of compensation is generally paid in equity that vests over a long period of time, and (3) that the vesting of a significant portion of such

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equity is dependent upon cumulative growth in tangible book value over an extended period of time, the Company does not feel that this incentive compensation structure encourages any unnecessary or excessive risk to be taken by management.

Summary Compensation Table

The following table sets forth a summary of the compensation paid by the Company to the NEOs.

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The following table describes each component of the All Other Compensation column in the Summary Compensation Table above.

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Grants of Plan-Based Awards

The following table contains information concerning the grants of plan-based awards made to each of the Named Executive Officers in the year ended December 31, 2018.

Employment Agreements

In August 2018, the Company entered into a new employment agreement with Mr. Galanski, which superseded his prior employment agreement. This new employment agreement provides for an initial term expiring on December 31, 2019, which term continues for successive one-year periods unless either party elects to terminate. Mr. Galanski is entitled to an initial annual base salary of $1,000,000 under the new employment agreement.

Also in August 2018, the Company entered into an employment agreement with Mr. DeFalco, who was not previously party to an employment agreement with the Company or its subsidiaries. Under his employment agreement, Mr. DeFalco is eligible for a cash retention award equal to $575,000, payable on January 1, 2020 (or as soon as administratively practicable thereafter), if he remains employed by the Company or its subsidiaries through December 31, 2019, or if his employment is terminated by the Company or its subsidiaries other than for “cause” or if he resigns for “good reason” (as defined in his employment agreement), in each case, during the 12-month period following a change in control. Like Mr. Galanski’s agreement,

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Mr. DeFalco’s employment agreement also provides for an initial term expiring on December 31, 2019, which term continues for successive one-year periods unless either party elects to terminate. Mr. DeFalco is entitled to an initial annual base s alary of $575,000 under his employment agreement.

Under both employment agreements for Mr. Galanski and Mr. DeFalco, each executive is eligible for an annual performance bonus based upon the Company’s actual performance as compared to performance targets pre-established by the Compensation Committee. Under the employment agreements, each executive’s initial annual performance bonus target amount is 100% of base salary, with a maximum annual performance bonus amount equal to 150% of his bonus target amount. These target amounts and maximum bonus amounts will be subject to periodic review by the Compensation Committee but will not be decreased to amounts less than the amounts described above. The employment agreements also entitle the executives to other benefits, such as equity and other long-term incentive awards that may be extended generally from time to time to senior officers of the Company and its subsidiaries, as approved by the Compensation Committee, and all benefit plans made available to senior officers of Company and its subsidiaries, such vacation, holidays and sick leave as the Company may reasonably determine, and reimbursement of reasonable expenses. Mr. Galanski is also entitled to a monthly automobile expense allowance of $1,000.

Under both the employment agreements, each executive will receive certain compensation in the event that his employment is terminated by the Company or its subsidiaries for any reason other than for cause, or if the executive resigns for good reason (i.e., a qualifying termination). If the executive’s employment is terminated by reason of a qualifying termination, the applicable executive will be entitled to receive continued payment of his base salary for 12 months, an amount equal to 100% of his target annual bonus for the year in which the employment terminates (payable within 60 days after the qualifying termination), any annual bonus earned in the year prior to the year in which the employment terminates and not yet paid and, for 18 months following the qualifying termination (or 12 months for Mr. DeFalco), subsidized (at active employee rates) continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA).

Each of Mr. Galanski and Mr. DeFalco is subject to non-solicitation obligations in his respective employment agreement. Mr. Galanski is also subject to non-competition obligations in his employment agreement.

For purposes of the employment agreements, “cause” is generally defined to include the executive’s: (i) commission of a felony; (ii) engagement in conduct involving fraud, moral turpitude, dishonesty, gross misconduct, embezzlement, or theft; (iii) failure to perform material duties assigned to him (subject to a 30-day cure period); or (iv) material breach of the employment agreement or any Company policy (subject to a 5-day cure period, to the extent the breach is curable).

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For purposes of the employment agreements, “good reason” generally occurs if the Company: (i) materially reduces or alters the rights, responsibilities, duties or authority of the executive, including demoting the executive to a lower-level position; (ii) materially reduces the executive’s base salary, annual performance bonus target or long-term incentive target; (iii) changes the executive’s principal location of work by more than 50 miles; (iv) requires the executive to take any action which would violate any federal, state or local criminal law; or (v) materially breaches the employment agreement, in each case, subject to a 30-day cure period.

None of the remaining NEOs is currently a party to an employment agreement with the Company or any of its subsidiaries; however, see “Compensation Discussion and Analysis – President’s Awards ” above for information regarding certain employment arrangements for other NEOs.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information for each of the NEOs with respect to their outstanding equity awards as of December 31, 2018.

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Options Exercised and Stock Vested

The following table sets forth information for each of the NEOs with respect to options exercised and stock grants vested, and the value realized on such exercise or vesting, during the year ended December 31, 2018.

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The following table sets forth the payments that would be received by ea ch NEO if his employment with the Company were terminated as of December 31, 2018.

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Employment Agreements

As of December 31, 2018, Messrs. Galanski and DeFalco were each subject to employment agreements providing severance benefits upon various termination events. Please see the description of those employment agreements under “Employment Agreements.”

Retirement

On March 9, 2019, the Company accepted the retirement of Michael J. Casella, effective March 15, 2019. Please see the description of Mr. Casella’s retirement agreement under the section “Employment Arrangements” above. The Company entered into a retirement agreement with Mr. Casella providing for a lump-sum cash payment equal to $2,042,166, payable within thirty (30) days of his retirement date, an amount that reflects (a) compensation for Mr. Casella’s outstanding President’s Award in the amount of $870,000, (b) compensation for Mr. Casella’s outstanding and unvested stock awards in the amount of $875,000, (c) severance in the amount of $290,000, representing six months’ base salary, and (d) compensation for early lease termination fees in connection with an apartment leased by Mr. Casella in the amount of $7,166, in consideration for Mr. Casella’s agreeing to (x) a general release of all claims in favor of the Company and its affiliates, (y) provide certain limited transition services to the Company during the one-year period following his retirement date and (z) certain restrictive covenants, including confidentiality, non-disparagement and non-solicitation provisions. In addition, the Company

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will also provide certain as signment-related tax preparation services to Mr. Casella as deemed necessary by the Company.

2005 Stock Incentive Plan

Upon a change in control, unless provided otherwise in an award agreement, a participant’s awards will become vested, the relevant restrictions will lapse, and the relevant performance goals will be deemed to be met upon the involuntary termination of such participant’s employment or service without cause during the one-year period following the occurrence of the change in control. The same treatment of a participant’s awards will occur if he or she terminates employment or service for good reason during such one-year period.

In the event of an employee’s or director’s termination of employment or service due to his or her death, disability or retirement or, in the case of an independent consultant, his or her death, unless the applicable award agreement provides otherwise, such participant’s outstanding stock options and SARs will fully vest and remain exercisable until six months after such termination (but not beyond the original term of the option or SAR) and all unvested shares of such participant’s restricted stock units will immediately vest. In the event of a participant’s termination of employment or service for cause, such participant’s outstanding stock options, SARs and unvested restricted stock units will immediately be canceled and forfeited to us.

Unless the applicable award agreement provides otherwise, in the event of a participant’s termination of employment or service for any other reason, such participant’s vested stock options and SARs (to the extent exercisable at the time of such termination) will remain exercisable until 90 days after such termination (but not beyond the original term of the option or SAR).

Compensation Committee Report

The Board’s Compensation Committee is charged, among other things, to perform periodic reviews of the Company’s compensation arrangements with executive officers and to make recommendations to the Board of Directors with respect to such arrangements. The Compensation Committee’s function is more fully described in its charter, which the Board has adopted and is available on our website at www.navg.com under the Corporate Governance link.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis section above. Based on such review and discussion, the Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

The Compensation Committee:

Meryl D. Hartzband

Robert V. Mendelsohn

Patricia H. Roberts

Janice C. Tomlinson (Chair)

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The Compensation Committee Report does not constitute soliciting material and shall no t be deemed to be filed or incorporated by reference in other filings by the Company with the SEC, except to the extent the Company specifically incorporates the Compensation Committee Report by reference therein.

Compensation Committee Interlocks and Insider Participation

None of Mmes. Hartzband, Roberts or Tomlinson or Mr. Mendelsohn, each of the members of the Compensation Committee, has ever been an officer or employee of the Company or of any of its subsidiaries or affiliates. None of our executive officers has served on the board of directors or on the compensation committee of any other entity where any officer of such entity served either on the Company’s Board or on its Compensation Committee.

CEO Pay Ratio

Under SEC rules, a U.S. publicly traded company is required to disclose the ratio of its Chief Executive Officer’s compensation to that of its median employee.  The SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions and to make reasonable estimates that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported.

To calculate the pay ratio, as permitted by SEC rules, we have used the same median employee as we did for purposes of our 2018 proxy statement because we do not believe there has been a change in our employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure.  To identity our median employee we used a compensation measure based on our payroll and employment records.  These records reflected regular and overtime salary, bonus payments, where applicable, and equity compensation.  We did not use any of the exemptions permitted under SEC rules, nor did we use any statistical sampling techniques or make any cost of living adjustments.

For 2018, the total annual compensation of our median employee was $151,037, which was calculated using the same methodology we use for our NEOs in the 2018 Summary Compensation Table. The total annual compensation of our Chief Executive Officer was $3,772,260, as reported in the 2018 Summary Compensation Table.  Based on this information, the ratio of the total annual compensation of our Chief Executive Officer to the total annual compensation for our median employee in 2018 is 25:1.

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