Corporate Governance

Compensation Committee Charter


SEANERGY MARITIME HOLDINGS CORP.

THIRD AMENDED AND RESTATED COMPENSATION COMMITTEE CHARTER

Adopted on October 1, 2013

Purpose and Goal:

The purpose and goal of the Compensation Committee (the "Committee") shall be to assist the Board of Directors (the "Board") of Seanergy Maritime Holdings Corp. (the "Company") in recommending the compensation for the Company's executive officers generally and, with respect to the Company's Chief Executive Officer (the "CEO"), shall be to determine the compensation of the CEO.

Committee Membership:

The Committee shall consist of no fewer than two members of the Board of Directors of the Company that satisfy the independence requirements of the Securities and Exchange Commission (the "SEC") and The NASDAQ Stock Market ("NASDAQ"), subject to any applicable exemptions.

Appointment and Removal:

The members of the Committee shall be appointed by the Board and shall serve until such member's successor is duly appointed and qualified or until such member's early resignation or retirement. The members of the Committee may be removed, with or without cause, by a majority vote of the Board. The Board may fill any vacancies on the Committee.

Committee Responsibilities and Authority:

The Committee shall have the following purpose and responsibilities:

  1. Review and approve corporate goals and objectives relevant to the compensation of the Company's executive officers, including the CEO; evaluate the performance of the executive officers, including the CEO, in light of those goals and objectives; and determine the compensation levels of the Company's executive officers based on this evaluation. In determining the compensation of the executive officers, including the CEO, the Committee shall consider compensation of executive officers of public companies with similar businesses and public companies of similar size and capitalization, relative contribution to achievement of goals and overall performance of the Company, relative shareholder return, compensation of the executive officers in prior years, each executive officer's scope of responsibility and commitment, and each executive officer's level of performance with respect to specific areas of responsibility. The CEO may not be present during voting or deliberations of the Committee on his or her compensation.
  2. Make recommendations to the Board with respect to the compensation of the members of the Board, provided that any such recommendation shall be subject to the ultimate approval or ratification by a majority of the entire Board.
  3. Make recommendations to the Board with respect to the Company's incentive compensation plans and equity-based plans, including granting of options and awards to the CEO and the other executive officers pursuant to stock option plans and other incentive plans of the Company in accordance with the terms and conditions of said plans.
  4. Make recommendations to the Board with respect to issuances under, or any material amendment of, any tax qualified, non-discriminatory employee benefit plan or parallel nonqualified plan pursuant to which a director, officer, employee or consultant will acquire stock or options.
  5. In consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company's policies on structuring compensation programs to preserve tax deductibility, to the extent applicable.
  6. Review and approve any severance or similar termination payments proposed to be made to any current or former executive officer of the Company.
  7. Prepare, if applicable, an annual report on executive compensation for inclusion in the Company's annual proxy statement or other filings in accordance with applicable SEC rules and regulations.
  8. Perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Company's compensation programs for its executive officers.

In discharging its responsibility, the Committee shall have full access to all Company books, records, facilities, personnel and outside professionals.

Advisors:

The Committee shall have the authority to retain search firms and other consultants and independent counsel to assist in the performance of its responsibilities. More particularly, the responsibility and authority of the Committee will be as follows:

  1. Retain or obtain the advice of a compensation consultant, legal counsel or other adviser;
  2. Be responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee;
  3. The Company shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser retained by the Committee;
  4. The Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the compensation committee, other than in-house legal counsel, only after taking into consideration the following factors and reassessing such factors at least annually:
    1. the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;
    2. the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
    3. the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
    4. any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the compensation committee;
    5. any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and
    6. any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an Executive Officer of the Company; provided that, the Committee need not take into consideration these factors for a compensation consultant, legal counsel or other adviser acting solely in the following roles: (a) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of Executive Officers or Directors of the Company, and that is available generally to all salaried employees; and/or (b) providing information that either is not customized for the Company or that is customized based on parameters that are not developed by the adviser, and about which the adviser does not provide advice.

Meetings:

One member of the Committee shall be appointed by the Board as Chair. The Chair shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas and making regular reports to the Board. The Committee will meet as often as necessary to carry out its responsibilities but in no event less than two times each year. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Committee Chair will make reports of Committee meetings to the full Board accompanied by any recommendations to the Board approved by the Committee.

Compensation:

Members of the Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board or any committee thereof.

Annual Review and Amendment of Charter:

The Committee shall review and reassess the adequacy of the Charter annually and recommend any proposed changes to the Board or approval. The Charter may be amended by a majority vote of the independent directors of the Board.