DEF 14A

DEF 14A 1 d211531ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

BRIGHTCOVE INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

April 1, 2022

Dear Brightcove Stockholder:

I am pleased to invite you to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Brightcove Inc. (“Brightcove”) to be held on Wednesday, May 11, 2022 at 9:00 a.m. Eastern Time, virtually, due to the continuing effects of the coronavirus (COVID-19) global pandemic and related public health and travel concerns, via a live webcast on the Internet at www.virtualshareholdermeeting.com/BCOV2022. You will be able to vote and submit your questions at such website during the meeting.

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2022 Annual Meeting of Stockholders (the “Notice”) and Proxy Statement.

Brightcove is following the Securities and Exchange Commission’s “Notice and Access” rule that allows companies to furnish their proxy materials by posting them on the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, instead of a paper copy of the accompanying proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, or the Annual Report. We plan to mail the Notice on or about April 1, 2022, and it contains instructions on how to access both the Annual Report and accompanying proxy statement over the Internet. This method provides our stockholders with expedited access to proxy materials and not only lowers the cost of printing and distribution but also reduces the environmental impact of the Annual Meeting. If you would like to receive a print version of the proxy materials, free of charge, please follow the instructions on the Notice.

Your vote is important. Whether or not you plan to attend the Annual Meeting, I hope you will vote as soon as possible. You may vote over the Internet or virtually at the Annual Meeting or, if you receive your proxy materials by U.S. mail, you also may vote by mailing a proxy card or voting by telephone. Please review the instructions on the Notice or on the proxy card regarding your voting options.

Thank you for your ongoing support of and continued interest in Brightcove. We look forward to seeing you at our Annual Meeting.

Sincerely,

LOGO

Deborah Besemer

Chair of the Board of Directors

YOUR VOTE IS IMPORTANT

In order to ensure your representation at the meeting, whether or not you plan to attend the meeting, please vote your shares as promptly as possible over the Internet by following the instructions on your Notice or, if you receive your proxy materials by U.S. mail, by following the instructions on your proxy card. Your participation will help to ensure the presence of a quorum at the meeting and save Brightcove the extra expense associated with additional solicitation. If you hold your shares through a broker, your broker is not permitted to vote on your behalf in the election of directors, or the non-binding, advisory vote to approve the compensation of our named executive officers, unless you provide specific instructions to the broker by completing and returning any voting instruction form that the broker provides (or following any instructions that allow you to vote your broker-held shares via telephone or the Internet). For your vote to be counted, you will need to communicate your voting decision before the date of the Annual Meeting. Voting your shares in advance will not prevent you from attending the Annual Meeting, revoking your earlier submitted proxy or voting your shares virtually during the Annual Meeting.

LOGO

BRIGHTCOVE INC.

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that Brightcove Inc. will hold its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on May 11, 2022 at 9:00 a.m. Eastern Time, virtually, due to the continuing effects of the coronavirus (COVID-19) global pandemic and related public health and travel concerns, via a live webcast on the Internet at www.virtualshareholdermeeting.com/BCOV2022, for the following purposes:

•

To elect two Class I directors, Kristin Frank and Scott Kurnit, to hold office until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal;

•

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

•

To cast a non-binding, advisory vote to approve the compensation of our named executive officers; and

•

To transact any other business that properly comes before the Annual Meeting (including adjournments and postponements thereof).

Only stockholders of record at the close of business on March 14, 2022 are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on March 14, 2022 or hold a valid proxy for the Annual Meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/BCOV2022, you must enter the control number found on your proxy card, voting instruction form or notice you received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

By Order of the Board of Directors,

LOGO

David Plotkin

Chief Legal Officer

Boston, Massachusetts

April 1, 2022

TABLE OF CONTENTS


GENERAL INFORMATION			1

Record Date			1
Quorum			1
Shares Outstanding			1
Voting			1
Revoking Your Proxy			2
Votes Required to Adopt Proposals			2
Effect of Abstentions and Broker Non-Votes			2
Voting Instructions			3
Voting Results			3
Additional Solicitation/Costs			3
Householding			3
Virtual Annual Meeting			4
Submitting a Question			4
Technical Difficulties			4
Internet Availability of Proxy Materials			4
Questions on Voting			4

PROPOSAL ONE – ELECTION OF DIRECTORS			5

Number of Directors; Board Structure			5
Nominees			5
Recommendation of the Board			5
Nominees for Election for a Three-Year Term Ending at the 2025 Annual Meeting			6
Directors Continuing in Office Until the 2023 Annual Meeting			6
Directors Continuing in Office Until the 2024 Annual Meeting			7
Executive Officers			8

CORPORATE GOVERNANCE			9

Board Independence			9
Code of Business Conduct and Ethics			9
Corporate Governance Guidelines			9
Board and Committee Meetings			9
Annual Meeting Attendance			10
Committees			10
Stockholder Communications			14
Board Leadership Structure			14
Board’s Role in Risk Oversight			14
Risks Related to Compensation Policies and Practices			15
Anti-Hedging and Anti-Pledging Policies			15
ESG Topics			15

PROPOSAL TWO – RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			19

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			19
Audit Fees			19
Recommendation of the Board			20
Report of the Audit Committee of the Board of Directors			20

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			22

PROPOSAL THREE – NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			25
Recommendation of the Board			25



EXECUTIVE COMPENSATION			26

Compensation Discussion and Analysis			26
Executive Summary			26
Determining Executive Compensation			28
Elements of Compensation			29
Other Compensation Practices and Policies			36
Tabular Disclosure Regarding Executive Compensation			39
Summary Compensation Table – 2021			39
Grants of Plan-Based Awards – 2021			40
Outstanding Equity Awards at Fiscal Year-End 2021			41
Option Exercises and Stock Vested Table – 2021			42
Pension Benefits			42
Nonqualified Deferred Compensation			42
Potential Payments upon Termination or Change in Control			43
CEO Pay Ratio			43
Director Compensation			44
Equity Compensation Plan Information			47
Rule 10b5-1 Sales Plans			48
Compensation Committee Interlocks and Insider Participation			48
Report of the Compensation Committee of the Board of Directors			48

RELATED PARTY TRANSACTIONS			50

Certain Relationships and Transactions			50
Procedures for Approval of Related Party Transactions			50

TRANSACTION OF OTHER BUSINESS			50

ADDITIONAL INFORMATION			50

Procedures for Submitting Stockholder Proposals			50

LOGO

PROXY STATEMENT

FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD WEDNESDAY, MAY 11, 2022

GENERAL INFORMATION

Our Board of Directors (the “Board”) solicits your proxy on our behalf for the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) and at any postponement or adjournment of the Annual Meeting for the purposes set forth in this Proxy Statement and the accompanying Notice of 2022 Annual Meeting of Stockholders (the “Notice”). The Annual Meeting will be held at 9:00 a.m. Eastern Time on Wednesday, May 11, 2022, virtually, via a live webcast on the Internet at www.virtualshareholdermeeting.com/BCOV2022. You will be able to vote and submit your questions at such website during the meeting. We made this Proxy Statement available to stockholders beginning on April 1, 2022.

In this Proxy Statement the terms “Brightcove,” “the company,” “we,” “us,” and “our” refer to Brightcove Inc. The mailing address of our principal executive offices is Brightcove Inc., 281 Summer Street, Boston, MA 02210.

Record Date

March 14, 2022.

Quorum

A majority of the shares of all issued and outstanding stock entitled to vote on the record date must be present in person or represented by proxy to constitute a quorum.

Shares Outstanding

41,528,434 shares of common stock outstanding as of March 14, 2022.

Voting

There are four ways a stockholder of record can vote:

(1)

By Internet: You may vote over the Internet by going to www.proxyvote.com and entering the 16-digit control number provided on your proxy card or voting instruction form.

(2)

By Telephone: You may vote by telephone by following the instructions on the proxy card. You will need the 16-digit control number provided on your proxy card or voting instruction form.

(3)

By Mail: You may complete, sign and return the accompanying proxy card in the postage-paid envelope provided.

(4)

Virtually: If you are a stockholder as of the record date, you may vote virtually at the meeting at www.virtualshareholdermeeting.com/BCOV2022. You will need the 16-digit control number included on your proxy card or voting instruction form. Submitting a proxy will not prevent a stockholder from attending the Annual Meeting, revoking their earlier-submitted proxy, and voting virtually. Instructions on how to attend and vote during the Annual Meeting are described at www.proxyvote.com.

If you hold your shares through a bank or broker, please follow their instructions.

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Revoking Your Proxy

Stockholders of record may revoke their proxies by attending the Annual Meeting and voting virtually, by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with our Secretary before the vote is counted or by voting again using a telephone or the Internet before the cutoff time (your latest telephone or Internet proxy is the one that will be counted). If you hold shares through a bank or broker, you may revoke any prior voting instructions by contacting that firm.

To vote as our Board recommends, stockholders must vote pursuant to the instructions on the Notice or on the proxy card or attend the meeting and vote virtually.

Votes Required to Adopt Proposals

Each share of our common stock outstanding on the record date is entitled to one vote on any proposal presented at the Annual Meeting:

For Proposal One, the election of directors, the two nominees receiving the plurality of votes entitled to vote and cast will be elected as directors.

For Proposal Two, a majority of the votes properly cast is required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

For Proposal Three, a majority of the votes properly cast is required to approve, on a non-binding, advisory basis, the compensation of our named executive officers.

Effect of Abstentions and Broker Non-Votes

Votes withheld from any nominee, abstentions and “broker nonvotes” (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) are counted as present for purposes of determining the presence of a quorum. Shares voting “withheld” have no effect on the election of directors. Abstentions have no effect on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, or on the non-binding, advisory vote to approve the compensation of our named executive officers.

Under the rules that govern brokers holding shares for their customers, brokers who do not receive voting instructions from their customers have the discretion to vote uninstructed shares on routine matters, but do not have discretion to vote such uninstructed shares on non-routine matters. Only Proposal Two, the ratification of the appointment of Ernst & Young LLP, is considered a routine matter where brokers are permitted to vote shares held by them without instruction. If your shares are held through a broker, those shares will not be voted on Proposals One or Three unless you affirmatively provide the broker instructions on how to vote.

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Voting Instructions

If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you submit proxy voting instructions but do not direct how your shares should be voted on each item, the persons named as proxies will vote for the election of the nominees for directors named in this Proxy Statement, for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm and for approval, on a non-binding, advisory basis, of the compensation of our named executive officers. The persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their best judgment, although we have not received timely notice of any other matters that may be properly presented for voting at the Annual Meeting.

Voting Results

We will announce preliminary results at the Annual Meeting. We will report final results by filing a Form 8-K within four business days after the Annual Meeting. If final results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Additional Solicitation/Costs

We are paying for the distribution of the proxy materials and solicitation of the proxies. As part of this process, we reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies. Our directors, officers, and employees may also solicit proxies on our behalf in person, by telephone, email or facsimile, but they do not receive additional compensation for providing those services.

We have retained Innisfree M&A Incorporated to aid in soliciting proxies and advise on certain matters relating to the annual meeting for a fee estimated not to exceed $25,000 plus reasonable out-of-pocket expenses. Proxies may be solicited on our behalf by telephone, the Internet or through other means by our directors, officers and other employees who will receive no additional compensation therefor.

Householding

If you are a beneficial owner of our common stock and you receive your proxy materials through Broadridge Financial Solutions, Inc. (“Broadridge”), and there are multiple beneficial owners at the same address, you may receive fewer Notices or fewer paper copies of the Proxy Statement and the Annual Report than the number of beneficial owners at that address. The rules of the Securities and Exchange Commission (the “SEC”) permit Broadridge to deliver only one Notice, Proxy Statement and Annual Report on Form 10-K to multiple beneficial owners sharing an address, unless we receive contrary instructions from any beneficial owner at the same address.

If you receive your proxy materials through Broadridge and (1) you currently receive only one copy of the proxy materials at a shared

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address but you wish to receive an additional copy of this Proxy Statement and the Annual Report, or any future proxy statement or annual report or (2) you share an address with other beneficial owners who also receive their separate proxy materials through Broadridge and you wish to request delivery of a single copy of the Annual Report on Form 10-K or the proxy statement to the shared address in the future, please contact Investor Relations at Brightcove Inc., 281 Summer Street, Boston, MA 02210 or call (888) 882-1880.

Virtual Annual Meeting

Due to the continuing effects of the coronavirus (COVID-19) global pandemic this year, we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments have imposed. Hosting a virtual annual meeting provides easy access for our stockholders and facilitates participation since stockholders can participate from any location around the world.

You will be able to participate in the Annual Meeting of Stockholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BCOV2022. To be admitted to the Annual Meeting, you must enter the control number found on your proxy card, voting instruction form or notice you received. You also will be able to vote your shares electronically prior to or during the Annual Meeting.

Submitting a Question

If you want to submit a question during the Annual Meeting, log into www.virtualshareholdermeeting.com/BCOV2022, type your question into the “Ask a Question” field, and click “Submit.” Questions pertinent to meeting matters will be read and answered during the meeting, subject to time constraints. The questions and answers will be available as soon as practicable after the Annual Meeting at investor.brightcove.com and will remain available for one week after posting.

Technical Difficulties

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

Internet Availability of Proxy Materials

We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, instead of a paper copy of the accompanying proxy statement and our 2021 Annual Report on or about April 1, 2022, and it contains instructions on how to access those documents over the Internet and how to vote. If you would like to receive a print version of the Proxy Materials, free of charge, please follow the instructions on the Notice.

Questions on Voting

If you have any questions or need assistance voting, please call the Company’s proxy solicitor, Innisfree M&A Incorporated:

Shareholders may call toll free: 1-888-750-5834

Banks and Brokers may call collect: 212-750-5833

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PROPOSAL ONE

ELECTION OF DIRECTORS

Number of Directors; Board Structure

Our Board is divided into three staggered classes of directors as nearly equal in number as possible. One class is elected each year at the annual meeting of stockholders for a term of three years. The term of the Class I directors, currently Deborah Besemer, Kristin Frank and Scott Kurnit, expires at the Annual Meeting. The term of the Class II directors, currently Marc DeBevoise, Tsedal Neeley and Thomas E. Wheeler, expires at the 2023 annual meeting. The term of the Class III directors, currently Gary Haroian, Diane Hessan and Ritcha Ranjan, expires at the 2024 annual meeting. Directors are elected to hold office for a three-year term or until the election and qualification of their successors in office. Deborah Besemer is not standing for re-election at the Annual Meeting and, as a result, her term as a director will end at the Annual Meeting.

Nominees

Based on the recommendation of the Nominating and Corporate Governance Committee of our Board, our Board has nominated Kristin Frank and Scott Kurnit for election as directors to serve for a three-year term ending at the 2025 annual meeting or until their successors are elected and qualified. Each of the nominees named in this Proxy Statement is a current member of our Board and has consented to serve if elected.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “for” the election of each nominee named in this Proxy Statement. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the present Board. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on the Board. The Board may fill such vacancy at a later date or reduce the size of the Board. We have no reason to believe that any of the nominees named in this Proxy Statement will be unwilling or unable to serve if elected as a director.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE FOLLOWING NOMINEES NAMED IN THIS PROXY STATEMENT.

The biographies of each of the nominees named in this Proxy Statement and the continuing directors below contain information regarding each such person’s service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee to determine that the person should serve as a director of the company. In addition to the information presented below regarding each such person’s specific experience, qualifications, attributes and skills that led the Board and its Nominating and Corporate Governance Committee to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our Board. Finally, we value our directors’ experience in relevant areas of business management and on other boards of directors and board committees.

Our corporate governance guidelines also dictate that a majority of the Board be comprised of independent directors whom the Board has determined have no material relationship with the company and who are otherwise “independent” directors under the published listing requirements of the NASDAQ Stock Market (“NASDAQ”).

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Nominees for Election for a Three-Year Term Ending at the 2025 Annual Meeting

Kristin Frank, 56, has served as one of our directors since April 2018. Ms. Frank has served as CEO of AdPredictive, a software company delivering the industry’s first outcomes-driven customer marketing intelligence platform, since March 2020 and was President since September 2018. Before joining AdPredictive, Ms. Frank spent 23 years at Viacom Inc., where she served from 2015 to 2017 as Chief Operating Officer of MTV. From 2013 to 2015, Ms. Frank served as Executive Vice President of Viacom Music and Entertainment’s Connected Content Division. From 2009 to 2012, Ms. Frank served as General Manager for MTV and VH1 Digital. From 2005 to 2009, she served as Chief Operating Officer at LOGO TV. Ms. Frank currently serves on the board of The Beachbody Company, Inc., a leading subscription health and wellness company, Gaia, Inc., a subscription video-streaming service dedicated to conscious media and serving a global conscious community, and the privately-held company board of AdPredictive. Ms. Frank also served as a board member of the privately-held Cornerstone Capital Group, an SEC-registered investment advisory that pursues financial returns alongside social impact from January 2019 to February 2021. Ms. Frank holds a Bachelor of Business Administration in Finance from the University of Iowa. Ms. Frank was selected to serve on our Board due to her extensive knowledge of the media and data industries and leadership experience in management, operations, and digital media.

Scott Kurnit, 68, has served as one of our directors since 2005. Mr. Kurnit is an active angel investor, advisor and coach. He’s an investor in 12 venture capital funds and has directly invested in over 60 companies. Mr. Kurnit founded and served as Chairman and Chief Executive Officer of About Inc. (BOUT), an online resource company. Mr. Kurnit serves on the boards of the Stein Eriksen Lodge, and the D and Z Media SPAC (DNZ.U). He has founded three companies in addition to About Inc. He has worked at the highest levels of Warner, Viacom, News Corp., PBS, IBM and MCI companies. Mr. Kurnit holds a B.A. in sociology and communications from Hampshire College. Mr. Kurnit was selected to serve as a director on our Board due to his extensive background and leadership positions with Internet, media and technology companies.

Directors Continuing in Office Until the 2023 Annual Meeting

Marc DeBevoise, 45, has served as one of our directors and as our Chief Executive Officer since March 2022. Since September 2021, he has served as Vice Chairman of the Board and President of Argus Capital Corp., a tech-driven-media focused special purpose acquisition corporation (ARGU). From November 2019 to December 2020, he served as Chief Executive Officer and President of ViacomCBS Digital (previously known as CBS Interactive) and as Chief Digital Officer of ViacomCBS. From July 2016 to November 2019, Mr. DeBevoise served as President and Chief Operating Officer of CBS Interactive. Since November 2018, Mr. DeBevoise has served as a member of the board of directors, and since July 2021 the audit committee of the board, at Limelight Networks (LLNW), a provider of edge cloud, content delivery and security computing services. He earned his B.A. in Economics and Computer Science from Tufts University and earned his M.B.A. with distinction in Entertainment, Media & Technology and Finance from NYU’s Stern School of Business. Mr. DeBevoise was selected to serve on our Board due to the perspective and experience he brings as our Chief Executive Officer and his prior experience as an executive in media, technology, digital, and streaming industries.

Tsedal Neeley, 49, has been a professor at the Harvard Business School since 2007 and has been the Naylor Fitzhugh Professor of Business Administration at the Harvard Business School since 2018, and the Senior Associate Dean of Faculty Research and Development since 2021. Dr. Neeley is also the Faculty Chair for the Christensen Center for Teaching and Learning. She has been the head of the required Leadership and Organizational Behavior course in the MBA program and co-chairs the executive offering, Leading Global Businesses. Dr. Neeley has also chaired faculty recruitment. She serves on the Board of Directors of Brown Capital Management, Harvard Business Publishing, the Partnership Inc. and is a member of Rakuten Inc.’s People and Culture Lab Advisory Board. Dr. Neeley is the author of several books, articles, cases and a simulation focusing on transformation including the virtualization of work, globalization, and digital

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transformation. She received her B.A. in Communication from Boston College, an Ed.M. in Human Development Psychology from Harvard University and a Ph.D. from Stanford University in Management Science and Engineering, specializing in Work, Technology and Organizations. Dr. Neeley was selected to serve on our Board due to her expertise in the fields of digital work and globalization and distinguished career in academia.

Thomas E. Wheeler, 75, has served as one of our directors since April 2018. Since January 2017, he has served as the Chief Executive Officer of the Shiloh Group, a telecommunications services strategy development and private investment company. From 2013 to 2017, Mr. Wheeler served as Chairman of the Federal Communication Commission. Mr. Wheeler served as Managing Director at Core Capital Partners, a venture capital firm investing in early stage Internet Protocol-based companies, from 2004 to 2013. Mr. Wheeler currently serves as a Visiting Fellow at the Brookings Institution, and as a Senior Fellow at the Harvard Kennedy School. Mr. Wheeler has a B.S. in International Trade from The Ohio State University. Mr. Wheeler was selected to serve on our Board due to his extensive background and leadership positions in the public and private sectors of the telecommunications industry.

Directors Continuing in Office Until the 2024 Annual Meeting

Gary E. Haroian, 70, has served as one of our directors since 2014. From 1983 to 2002, Mr. Haroian held various positions, including Chief Financial Officer, Chief Operating Officer and Chief Executive Officer for three companies, Stratus Computer, Inc., 1983 to 1996, where he served as CFO, COO and CEO, Concord Communications, Inc., 1997 to 2000, where he served as CFO and Bowstreet, Inc., 2000 to 2002, where he served as CFO and CEO. Stratus Computer and Concord Communications were each publicly traded companies at the time. Since 2003, Mr. Haroian has served as a director of 15 publicly held and privately backed companies. The publicly held companies include Aspen Technology, Inc., 2003 to 2021, Enernoc, Inc., 2015 to 2017, A123 Systems, Inc., 2006 to 2012, Network Engines, Inc., 2003 to 2011, Unica Corporation, 2009 to 2010, PhaseForward, Inc., 2005 to 2010, Authorize.Net Holdings Inc., 2005 to 2007, and Embarcadero Technologies, Inc., 2004 to 2006. Mr. Haroian has served as Chairman of Audit Committees for a majority of these companies as well as a member of Compensation, Nominating and Governance, and Special Committees of several of these companies. Prior to 1983, Mr. Haroian was a Certified Public Accountant. He holds a B.A. in Economics and a B.B.A. in Accounting from the University of Massachusetts Amherst. Mr. Haroian was selected to serve as a director on our Board due to his financial and accounting expertise from his prior extensive experience in finance roles with both public and private corporations. Mr. Haroian qualifies as an “audit committee financial expert” under SEC guidelines.

Diane Hessan, 67, has served as one of our directors since 2017. Ms. Hessan has served as Chief Executive Officer of Salient Ventures since July 2016. Previously, Ms. Hessan served as Chief Executive Officer and director of the Startup Institute from October 2014 to June 2016. From December 1999 until February 2014, Ms. Hessan served as President and Chief Executive Officer of C Space (formerly Communispace Corporation), a marketing technology company that she founded. Since March 2014, Ms. Hessan has served as Chairman of C Space. Ms. Hessan also serves on the boards of Eastern Bank, Panera Bread, The Schlesinger Group, DP Acquisition Corp, Mass Challenge, Tufts University, and the National Association of Corporate Directors – New England. She is also Special Advisor to Datapoint Capital, an early-stage venture capital firm. She holds a B.A. in Economics and English from Tufts University and an M.B.A. from Harvard University. Ms. Hessan was selected to serve on our Board due to her marketing, executive leadership and oversight experience from her background as a senior executive and service on multiple boards.

Ritcha Ranjan, 46, has served as one of our directors since 2020. Since 2021, Ms. Ranjan has been the Vice President of Product and Analytics at Microsoft Inc., building a new mental health and wellness experience. From 2019 to 2021, Ms. Ranjan was the Director of Product Management at Google LLC (“Google”) for Google Finance and the GPay Financial Platform. From 2015 to 2019, she was the Director of Product Management at Google for the Google Docs, Sheets, Slides, Sites and Keep suite of products. From 2013 to 2015, Ms. Ranjan

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led the product management team at Google for Google Wallet. In 2010 Ms. Ranjan co-founded Five Pumpkins LLC, an educational startup, building Android and iOS apps for early childhood development. From 2005 to 2010, she led product teams at Google for Google AdWords Editor and Mobile Search. She holds an MBA from the Harvard Business School and a Bachelor of Applied Sciences in Systems Design Engineering from the University of Waterloo. Ms. Ranjan was selected to serve as a director on our Board due to her expertise in product management, strategy and enterprise software development.

Executive Officers

In addition to Mr. DeBevoise, our Chief Executive Officer, who also serves as a director, our executive officers are:

Robert Noreck, 46, has served as our Executive Vice President and Chief Financial Officer since May 2018. From July 2017 to May 2018, Mr. Noreck served as our Senior Vice President, Finance and Sales Operations. From October 2013 through May 2016, Mr. Noreck served as our Vice President, Finance. From January 2011 through September 2013, Mr. Noreck served as our Director, Financial Planning and Analysis. From June 2016 through January 2017, Mr. Noreck served as the Executive Vice President, Finance for FloSports, Inc., a provider of live digital sports and original content. Mr. Noreck holds a B.S. in Finance from Binghamton University and an M.B.A. from the F.W. Olin School of Business at Babson College.

David Plotkin, 54, has served as our Chief Legal Officer since July 2017. Mr. Plotkin also has responsibility for our business security, procurement, corporate IT and facilities operations. From July 2015 to July 2017, Mr. Plotkin served as our General Counsel. Prior to that, Mr. Plotkin served as our Vice President, Business and Legal Affairs, and Deputy General Counsel, from August 2008 to July 2015. From July 2007 to August 2008, Mr. Plotkin was our Director, Business and Legal Affairs. Prior to joining Brightcove, Mr. Plotkin was a lawyer with Prince, Lobel from January 2003 to July 2007 and with Hill & Barlow from September 2000 to December 2002. Before joining Hill & Barlow, Mr. Plotkin served as a Law Clerk to United States District Judge Alvin W. Thompson from September 1999 to September 2000. Mr. Plotkin received his J.D. from Northeastern University and his B.A. from The George Washington University.

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CORPORATE GOVERNANCE

Board Independence

The Board has determined that each of our directors, except for Mr. DeBevoise as Chief Executive Officer, has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is “independent” within the meaning of our director independence standards and the director independence standards of NASDAQ and the SEC. Furthermore, the Board has determined that each member of each of the committees of the Board is independent within the meaning of NASDAQ’s, the SEC’s and our applicable committees’ independence standards, including Rule 10a-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In making that determination, the Board considered all relevant facts and circumstances, including (but not limited to) the director’s commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. There are no family relationships among any of our directors or executive officers. In addition, a majority of the members of the Board meets the independence standards of the NASDAQ Rules.

At least annually, the Board will evaluate all relationships between Brightcove and each director in light of relevant facts and circumstances for the purposes of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director. Based on this evaluation, the Board will make an annual determination of whether each director is independent within the meaning of NASDAQ’s, the SEC’s and our applicable committees’ independence standards.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The current version of the Code of Business Conduct and Ethics is available on our website at investor.brightcove.com/corporate-governance. A copy of the Code of Business Conduct and Ethics may also be obtained, free of charge, upon a request directed to: Brightcove Inc., 281 Summer Street, Boston, MA 02210, Attention: Chief Legal Officer. We intend to disclose any amendment or waiver of a provision of the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website (available at http://www.brightcove.com) and/or in our public filings with the SEC.

Corporate Governance Guidelines

The Board has adopted corporate governance guidelines to assist and guide its members in the exercise of its responsibilities. These guidelines should be interpreted in accordance with any requirements imposed by applicable federal or state law or regulation, NASDAQ and our certificate of incorporation and bylaws. Our corporate governance guidelines are available in the corporate governance section of our website at investor.brightcove.com/corporate-governance. Although these corporate governance guidelines have been approved by the Board, it is expected that these guidelines will evolve over time as customary practice and legal requirements change. In particular, guidelines that encompass legal, regulatory or exchange requirements as they currently exist will be deemed to be modified as and to the extent that such legal, regulatory or exchange requirements are modified. In addition, the guidelines may also be amended by the Board at any time as it deems appropriate.

Board and Committee Meetings

The Board meets on a regularly scheduled basis during the year to review significant developments affecting us and to act on matters requiring its approval. It also holds special meetings when important matters require

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action between scheduled meetings. Members of senior management regularly attend meetings to report on and discuss their areas of responsibility. During 2021, the Board held fourteen meetings and acted by unanimous written consent on four occasions. The Board has three standing committees:

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the Audit Committee, which held six meetings in 2021;

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the Compensation Committee, which held five meetings and acted by unanimous written consent on seven occasions in 2021; and

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the Nominating and Corporate Governance Committee, which held one meeting and acted by unanimous written consent on one occasion in 2021.

Each of the incumbent directors of the Board attended at least 75% of the aggregate of all meetings of the Board and all meetings of committees of our Board upon which they served (during the periods that they served) during 2021. The Board of Directors regularly holds executive sessions of the independent directors. Executive sessions do not include employee directors or directors who do not qualify as independent under NASDAQ and SEC rules.

Annual Meeting Attendance

It is our policy that members of our Board are encouraged to attend annual meetings of our stockholders. All members of our Board attended the 2021 Annual Meeting.

Committees

Our bylaws provide that the Board may delegate responsibility to committees. The Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The Board has also adopted a written charter for each of the three standing committees. Each committee charter is available in the corporate governance section of our website at investor.brightcove.com/corporate-governance.

Audit Committee

Mr. Haroian, Ms. Hessan, Ms. Ranjan and Mr. Wheeler currently serve on the Audit Committee, which is chaired by Mr. Haroian. Ms. Besemer is not standing for re-election at the Annual Meeting, and as a result, her term as a director will end at the Annual Meeting and Ms. Hessan will replace Ms. Besemer as the Chairperson of the Board and resign as a member of the Audit Committee at that time. The Board has determined that each member of the Audit Committee is “independent” for Audit Committee purposes as that term is defined under Rule 10A-3 of the Exchange Act and the applicable NASDAQ rules. Each member of the Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and NASDAQ. The Board has designated Mr. Haroian as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The Audit Committee’s responsibilities include:

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appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

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approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

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reviewing the internal audit plan with the independent registered public accounting firm and members of management responsible for preparing our consolidated financial statements;

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reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly consolidated financial statements and related disclosures as well as our critical accounting policies and practices;

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•

reviewing the adequacy of our internal control over financial reporting;

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establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

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recommending, based upon the Audit Committee’s review and discussions with management and the independent registered public accounting firm, whether our audited consolidated financial statements shall be included in our Annual Report on Form 10-K;

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monitoring the integrity of our consolidated financial statements and our compliance with legal and regulatory requirements as they relate to our consolidated financial statements and accounting matters;

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preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement;

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reviewing all related party transactions for potential conflicts of interest and approving all such transactions;

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oversight of our policies, plans, and programs relating to cybersecurity and data protection risks associated with our products, services, and business operations; and

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reviewing quarterly earnings releases and scripts.

The Audit Committee met six times during the fiscal year ended December 31, 2021. The Audit Committee operates under a written charter adopted by the Board of Directors, a current copy of which is available at the Corporate Governance section of our website at investor.brightcove.com/corporate-governance.

Compensation Committee

Ms. Frank, Mr. Haroian, Mr. Kurnit and Ms. Neeley currently serve on the Compensation Committee, which is chaired by Ms. Frank. Ms. Ranjan will join the Compensation Committee as of the Annual Meeting. The Board has determined that each member of the Compensation Committee, including Ms. Ranjan, is “independent” as that term is defined in the applicable SEC and NASDAQ rules. The Compensation Committee’s responsibilities include:

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annually reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer;

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determining our Chief Executive Officer’s compensation based on the Chairperson of the Board’s evaluation of the performance of our Chief Executive Officer in light of such corporate goals and objectives;

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reviewing and approving the compensation of our other executive officers;

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reviewing and establishing our overall management compensation philosophy and policy;

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overseeing and administering our compensation and similar plans;

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reviewing and approving our policies and procedures for the grant of equity-based awards;

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reviewing and making recommendations to the Board with respect to director compensation;

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reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K;

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reviewing and discussing with the Board corporate succession plans for our Chief Executive Officer and other key officers;

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retaining and approving the compensation of any compensation advisers; and

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evaluating the independence of any such compensation advisers.

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The Compensation Committee met five times and took action by unanimous written consent seven times during the fiscal year ended December 31, 2021. The Compensation Committee operates under a written charter adopted by the Board of Directors, a current copy of which is available at the Corporate Governance section of our website at investor.brightcove.com/corporate-governance.

Nominating and Corporate Governance Committee

Ms. Frank, Ms. Hessan, Mr. Kurnit and Mr. Wheeler currently serve on the Nominating and Corporate Governance Committee, which is chaired by Ms. Hessan. Ms. Besemer is not standing for re-election at the Annual Meeting, and as a result, her term as a director will end at the Annual Meeting and Ms. Hessan will replace Ms. Besemer as the Chairperson of the Board at that time and resign as the chair of, and member of, the Nominating and Corporate Governance Committee at that time. At that time, Mr. Wheeler will become the chair of, and Ms. Neeley will become a member of, the Nominating and Corporate Governance Committee. The Board has determined that each member of the Nominating and Corporate Governance Committee is “independent” as that term is defined in the applicable SEC and NASDAQ rules. The Nominating and Corporate Governance Committee’s responsibilities include:

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developing and recommending to the Board criteria for Board and committee membership;

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establishing procedures for identifying and evaluating Board candidates, including nominees recommended by stockholders;

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identifying individuals qualified to become members of the Board;

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recommending to the Board the persons to be nominated for election as directors and for election to each of the Board’s committees;

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developing and recommending to the Board a set of corporate governance guidelines; and

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overseeing the evaluation of the Board and management.

The Nominating and Corporate Governance Committee is also responsible for overseeing our corporate governance and related risks, as well as risks related to our environmental, social and governance (“ESG”) policies and initiatives, including climate-related risks and opportunities. For more information see the section titled “ESG Topics” included under Corporate Governance.

The Nominating and Corporate Governance Committee met one time and took action by unanimous written consent one time during the fiscal year ended December 31, 2021. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors, a current copy of which is available at the Corporate Governance section of our website at investor.brightcove.com/corporate-governance.

Identifying and Evaluating Director Nominees

The Board is responsible for selecting its own members. The Board delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate.

Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Among the many factors considered in identifying director nominees are the benefits of diversity in board composition, including with respect to age, gender, race, and specialized background. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate

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Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board’s approval as director nominees for election to the Board.

Board Diversity

We are proud to have a Board with racial and gender diversity that represents our customers and community and brings diverse ideas and backgrounds to the table. Although the Board does not have a formal policy regarding diversity, the Nominating and Corporate Governance Committee’s evaluation of director nominees includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds on the Board. Nominees are not discriminated against based on race, color, religion, sex, ancestry, national origin, sexual orientation, disability or any other basis prescribed by law. The Nominating and Corporate Governance Committee assesses the effectiveness of this approach as part of its review of the Board’s composition as well as in the course of the Board’s and Nominating and Corporate Governance Committee’s self-evaluation. With the assistance of the Nominating and Corporate Governance Committee, the Board regularly reviews trends in board composition, including on director diversity. As of the Annual Meeting our Board will be comprised of a majority of members identifying as underrepresented individuals.


Board Diversity Matrix (As of April 1, 2022)

Total Numbers of Directors		9

	Female		Male		Non- Binary		Did not Disclose Gender
Part 1: Gender Identity
Directors		5		4		0		0
Part 2: Demographic Background
African American or Black		1		0		0		0
Alaskan Native or Native American		0		0		0		0
Asian		1		0		0		0
Hispanic or Latinx		0		1		0		0
Native Hawaiian or Pacific Islander		0		0		0		0
White		3		4		0		0
Two or More Races or Ethnicities		0		1		0		0
LGBTQ+		1
Did Not Disclose Demographic Background		0

Minimum Qualifications

The Nominating and Corporate Governance Committee will consider, among other things, the following (and other) qualifications, skills and attributes when recommending candidates for the Board’s selection as nominees for the Board and as candidates for appointment to the Board’s committees: the nominee shall have the highest personal and professional integrity, shall have demonstrated exceptional ability and judgment, and shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the stockholders.

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In evaluating proposed director candidates, the Nominating and Corporate Governance Committee may consider, in addition to the minimum qualifications and other criteria for Board membership approved by the Board from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of professional experience or other background characteristics, his or her independence and the needs of the Board.

Stockholder Recommendations

Stockholders may submit recommendations for director candidates to the Nominating and Corporate Governance Committee by sending the individual’s name and qualifications to our Secretary at Brightcove Inc., 281 Summer Street, Boston, MA 02210, who will forward all recommendations to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

To comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than January 31, 2023.

Stockholder Communications

The Board provides to every securityholder the ability to communicate with the Board, as a whole, and with individual directors on the Board through an established process for securityholder communication. For a securityholder communication directed to the Board of Directors as a whole, securityholders may send such communication to the attention of the Chairperson of the Board via U.S. Mail or Expedited Delivery Service to: Brightcove Inc., 281 Summer Street, Boston, MA 02210, Attn: Chairperson of the Board.

For a securityholder communication directed to an individual director in his or her capacity as a member of the Board, securityholders may send such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service to: Brightcove Inc., 281 Summer Street, Boston, MA 02210, Attn: [Name of Individual Director].

We will forward by U.S. Mail any such securityholder communication to each director, and the Chairperson of the Board in his or her capacity as a representative of the Board, to whom such securityholder communication is addressed to the address specified by each such director and the Chairperson of the Board, unless there are safety or security concerns that mitigate against further transmission.

Board Leadership Structure

Our corporate governance guidelines do not dictate a particular Board structure, and the Board is given the flexibility to select its Chairperson and our Chief Executive Officer in the manner that it believes is in the best interests of our stockholders. Accordingly, the Chairperson and the Chief Executive Officer may be filled by one individual or two. We currently separate the roles of Chief Executive Officer and Chairperson in recognition of the differences between the two roles as they are presently defined. The Chief Executive Officer, Marc DeBevoise, is responsible for setting the strategic direction for the company and for the day-to-day leadership and performance of the company, while the Chairperson, Deborah Besemer, provides guidance to the Chief Executive Officer and leads the Board. The Board believes its administration of its risk oversight function has not affected the Board’s leadership structure. Deborah Besemer is not standing for re-election at the Annual Meeting, and as a result, her term as a director will end at the Annual Meeting and Diane Hessan will replace Ms. Besemer as the Chairperson of the Board at that time.

Board’s Role in Risk Oversight

The Board is involved in the oversight of risks that could affect the company. This oversight is conducted primarily through the Audit Committee, which on behalf of the Board, is charged with overseeing the principal

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risk exposures we face and our mitigation efforts in respect of these risks. The Audit Committee is responsible for interfacing with management and discussing with management the company’s principal risk exposures and the steps management has taken to monitor and control risk exposures, including cybersecurity and data protection policies, and risk assessment and risk management policies. The Compensation Committee also plays a role in that it is charged, in overseeing our overall compensation structure, with assessing whether that compensation structure creates risks that are reasonably likely to have a material adverse effect on us.

Risks Related to Compensation Policies and Practices

When determining our compensation policies and practices, the Board considers various matters relevant to the development of a reasonable and prudent compensation program, including whether the policies and practices are reasonably likely to have a material adverse effect on us. We believe that the mix and design of our executive compensation plans and policies do not encourage management to assume excessive risks and are not reasonably likely to have a material adverse effect on us for the following reasons: we offer an appropriate balance of short and long-term incentives and fixed and variable amounts; our variable compensation is based on a balanced mix of criteria; and the Board and Compensation Committee have the authority to adjust variable compensation as appropriate.

Anti-Hedging and Anti-Pledging Policies

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in company securities. Our insider trading policies prohibit all directors, executive officers, and employees from buying our securities on margin, or holding such securities in a margin account and, without the prior approval by the Audit Committee, which must have at least two weeks to consider any request for approval, buying or selling derivatives on such securities, engaging in short sales involving such securities or pledging our securities as collateral for a loan. To date no such requests have been made or approved.

ESG Topics

At Brightcove, we help our customers connect people and communities through video. From the universe of people watching videos, our customers who rely on video to reach their audiences, our employees and their families, to the local communities where we work—we recognize our responsibility to respect people and our environment. We are guided by our commitment to responsible business through a culture that respects our employees and communities, our environment, and fundamental privacy rights.

Our Culture

Brightcove employees are a team of smart, passionate people who are dedicated to revolutionizing the way organizations deliver video experiences. We have built a culture around three core values, all of which guide us in delivering at the highest level to our customers: (1) Execution; (2) Innovation; and (3) One Team. We draw on these values to guide the following tenets of our culture:

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Trust and Flexibility. We trust our employees to know how to Execute, and we offer them the space to do so as they manage their work and personal lives. We support employees’ individualized lifestyles and needs by offering options for onsite, remote, or hybrid work. The support is tangible: for those who choose to work remotely, we offer a stipend to make sure that their home offices are set up for comfort and productivity. We also offer opportunities to unplug from work, beyond government holidays and requested vacation days, by dedicating work time for employees to go offline.

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•

Transparency and Engagement. Transparency and engagement are critical to communication within the Brightcove community and employee connections. Brightcove employees are highly engaged through our anonymous employee surveys, where we frequently see a response rate and satisfaction results that exceed the benchmark compared to similarly-sized, global technology companies. We review survey data and metrics among our core leadership and executive teams, and create concrete plans to address the feedback. We also communicate openly with our employees through quarterly town hall meetings, where we deliver business updates, celebrate wins, recognize outstanding employee contributions, and cover other topics relevant to our employees. We encourage all employees to submit questions in advance and set aside time during each town hall meeting to respond to them. Smaller group conversations also take place in regular meetings with our CEO. This frequent and ongoing dialogue has led us to Innovate: we have adopted new programs in response to insight provided during our conversations with new hires and those leaving Brightcove. For example, we implemented a “buddy” program that pairs each new employee with a peer at Brightcove, to foster a welcoming start to the Brightcove employee journey. Our “Around the Cove” and “Bright Leaders” programs, described in more detail below, were also inspired by our conversations with employees.

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Representation and Engagement. We are fortunate to benefit from the diversity of perspectives brought forward by our community: with employees in 13 countries, we are One Team, coming together as a global community. We encourage all employees to propose and implement Innovative ideas that will put into practice our shared core values. Many of these ideas have enhanced our ability to develop products that enable us—and our employees—to connect, communicate, and collaborate in new ways. In recognition of this, we are intentional about creating opportunities for employees to share their views and to impact the Brightcove experience. The Employee Action Committee (“EAC”) is our representative body and platform for engagement and feedback across all departments and levels of the organization, which works to provide input on matters that affect our employees and enhance the workplace experience. We also have active Employee Resource Groups (“ERGs”), which provide community and support for our employees. Women of Brightcove is one such group, offering career development, cross-functional networking, and a speaker series featuring women from within and outside of Brightcove. Past events in the Women of Brightcove series have included workshops on fighting bias and a panel with female members of our Board. Another ERG, Pride of Brightcove, is an LGBTQIA+ network, which hosts events that include a movie screening with Brightcove customer, Revry, a platform for streaming LGBTQ-first videos.

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Diversity, Equity, Inclusion, & Belonging. As One Team, we do our best and most Innovative work when we create a culture that is diverse, inclusive, equitable, and that fosters a true sense of belonging. We are committed to diversity at all levels of our organization. We firmly believe that we can create better outcomes for our customers, employees, investors, shareholders, and the communities we serve by having a diverse range of voices and perspectives represented. This starts with our Board, the majority of which consists of members from underrepresented groups. We also advocate for board diversity beyond Brightcove, by endorsing NASDAQ’s Board Diversity Rule and, when a lawsuit was brought to challenge the Board Diversity Rule, by acting as amicus curiae in support of NASDAQ. On the employee level, we have established hiring processes and training, as well as partnerships with organizations like She+ Geeks Out, to influence diversity and inclusion among our workforce.

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Charity and Community. Community giving and corporate citizenship is firmly embedded in our company culture. We support charitable organizations that are meaningful to our employees by investing in employee matching on an annual basis for monetary donations made to charitable organizations. Brightcove leadership recognizes our global communities, offering support in response to challenging events, participating in movements like Un Dia Sin Nosotras and International Women’s Day, and encouraging our One Team to learn about its constituents with efforts like monthly communications describing the significance of upcoming holidays in each region where we have employees.

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Our Workplace Experience

We believe in treating all people with respect and celebrating our diverse backgrounds, ideas, and perspectives. To support the Brightcove community and the communities around us, we are committed to the following practices:

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Commitment to Human Rights. At a fundamental level, we are committed to respecting human rights. We have implemented policies and practices to formalize the way that we do so in our workplace. We require each employee to sign the Brightcove Code of Business Conduct and Ethics annually, reaffirming a commitment to create a respectful workplace culture that is free of harassment, intimidation, bias, and unlawful discrimination. We strictly prohibit discrimination or harassment on the basis of race, color, religion, veteran status, national origin, ancestry, pregnancy status, sex, gender identity or expression, age, marital status, mental or physical disability, medical condition, sexual orientation, as well as any other attribute protected by law. We encourage employees to ask questions, seek guidance, and report suspected violations of the Brightcove Code of Business Conduct and Ethics. We offer avenues for anonymous reporting, protect employees from any retaliation for good faith reports, and promptly investigate any reports of violations.

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Welcoming New Employees. We aim to empower new Brightcove employees to immediately start to build a strong foundation for their success at Brightcove and their future career growth, and to leverage their unique backgrounds and experiences to impact the company. Our Talent Development team works closely with people leaders to structure a welcoming and thorough introduction to Brightcove for each new employee. We provide resources such as our New Hire Onboarding intranet page, which guides new hires through the first 90 days of their employment with Brightcove with Brightcove core values, company and industry-specific terminology, information about local benefits, and introductions to our products. We pair each new employees with a “buddy” and we encourage new hires to participate in a three-part new hire networking and education series called “Around the Cove.”

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Supporting Ongoing Development. Learning and development are at the heart of the Brightcove employee experience. Our employees have opportunities for ongoing growth through formal programming and organic experience. Leveraging the power of our own products, we provide comprehensive video training to all employees. Employees access a wide range of online courses to suit their development needs and interests, including mandatory courses on topics like information security and anti-harassment, and options for focusing on areas such as Brightcove products and skill development. In addition, our professional development programming supports the Brightcove community in creating a diverse and inclusive environment. We offer unconscious bias training for hiring managers and publish materials that support respect for others, such as a guide to DEIB terminology to help employees understand terms used or created by communities with which they may be unfamiliar.

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Advancing Career Goals. We support our talent in achieving personal career goals and, to that end, encourage meaningful planning and conversations around professional journeys. Our Talent Development team, in partnership with leaders across the business, facilitates small-group workshops, such as “Navigating the Cove,” which guides employees in shaping their careers and “Evaluating Yourself,” which supports employees during the performance review processes. Employees also have resources at their disposal to help them orient their career goals. For example, “Talent Cards” provide a structure for employees to assess where they are within the organization, where they would like to be, and how Brightcove can help them get there. They also help guide discussions between employees and their leaders about their career plans and development.

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Developing Leaders. Our Bright Leaders program engages all of our people leaders in ongoing workshops on topics such as emotional intelligence, deepening resilience, psychological safety, coaching, and Situational Leadership. Brightcove leaders also have access to targeted training and moderated calibration workshops in connection with performance reviews. We also offer confidential executive coaching services, which allow our leadership team to access professional one-on-one coaching on topics such as productivity, resilience, and inspiring others.

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Pay Equity. Our philosophy is simple; we pay employees fairly for the work that they do. Our compensation and benefits planning team carries out an annual global audit of the compensation of all Brightcove employees to identify and eliminate any pay disparity between employees performing the same work at the same grade.

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Prioritizing Wellness. Our focus, particularly during the course of the COVID-19 pandemic, is first and foremost on the safety and wellbeing of our employees and their families around the world. In 2020, we adapted to a remote workforce, including by providing a stipend to help employees transition to working from home and resources for coping with the challenging times. We prioritized regular communication with employees in order to maintain a strong sense of community within the organization. We continued these measures in 2021, while also carefully opening some of our offices to provide employees with the option of working from an office if they so choose. We continue to monitor and follow local requirements with respect to safety measures in each office location. We encourage employees to prioritize their health and wellbeing by offering comprehensive medical and dental benefits, generous paid time off policies, access to company-sponsored wellness programs, and access to a confidential employee assistance program.

Our Sustainability Program

We believe we operate our facilities in a way that reduces our environmental impact. We have a low carbon footprint as a Software as a Service company, and we further minimize our footprint by tailoring our operations towards sustainability. For example, we lessen the environmental burden of commuting by offering employees the option to work remotely and actively supporting remote workers through technology and collaborative tools that enable virtual communication and collaboration. We provide all employees with a meaningful stipend to encourage them to create comfortable, inviting, and productive workspaces within their homes. When choosing office locations, we select spaces in green buildings that pride themselves on their energy efficiency with practices like making use of natural light, integrating features to reduce water usage, and offering bike racks to encourage emission-free commuting. Wherever possible, we situate our offices in areas that are easily accessible by public transportation, and, in the United States, we offer employees the option of purchasing their public transportation access cards through Brightcove in a tax-advantaged manner. We provide reusable dishes and utensils in our kitchens, and station recycling bins throughout our offices. In addition, we take a sustainable approach to disposing of hardware. We have donated laptops to local organizations and to employees in need of devices for homeschooling during the COVID-19 pandemic, and we engage electronic waste management companies with ambitious, award-winning environmental practices.

Our Privacy & Security Measures

We believe that privacy is a fundamental right, and we design our products to honor individuals’ rights to their information. We take pride in transparency: we openly disclose how we collect, use, and transfer information and for what purpose, and we explain the data-related controls available to our customers and those who view their videos. Our cross functional privacy committee meets monthly to ensure that Privacy By Design and Privacy First principles are integrated into our product development. As a result, our products are designed to give our customers and those who view their videos control over the information they provide to us. We hold our service providers and contractors accountable to our standards of confidentiality and integrity of personal data.

We believe Brightcove maintains comprehensive technologies and programs to prepare our systems for data privacy and cybersecurity risks. We regularly monitor the systems that contain personal data for internal and external threats to ensure confidentiality, availability, and integrity, and our incident response program contains controls to identify threats and alert us to suspicious activity. We prioritize internal proactivity as a critical component of our security practices, and require that Brightcove employees participate in annual security training. We also distribute up-to-date information about the cybersecurity environment to increase awareness among employees. In the past few years, we have not incurred any material expenses in connection with security breach incidents, and we have not incurred any related penalties or entered into any related settlements.

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PROPOSAL TWO

RATIFICATION OF THE APPOINTMENT OF

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have appointed Ernst & Young LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2022 and to audit the effectiveness of our internal control over financial reporting as of December 31, 2022 pursuant to the Sarbanes-Oxley Act of 2002, and we are asking you and other stockholders to ratify this appointment. Ernst & Young LLP has served as our independent registered public accounting firm since 2010.

The Audit Committee annually reviews the independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’s performance. As a matter of good corporate governance, the Board determined to submit to stockholders for ratification the appointment of Ernst & Young LLP. A majority of the votes properly cast is required in order to ratify the appointment of Ernst & Young LLP. In the event that a majority of the votes properly cast do not ratify this appointment of Ernst & Young LLP, we will review our future appointment of Ernst & Young LLP.

We expect that a representative of Ernst & Young LLP will attend the Annual Meeting and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

We adopted a policy on January 26, 2012 under which the Audit Committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval would generally be requested annually, with any pre-approval detailed as to the particular service, which must be classified in one of the four categories of services listed below. The Audit Committee may also, on a case-by-case basis, pre-approve particular services that are not contained in the annual pre-approval request. In connection with this pre-approval policy, the Audit Committee also considers whether the categories of pre-approved services are consistent with the rules on accountant independence of the SEC and the Public Company Accounting Oversight Board.

In addition, in the event time constraints require pre-approval prior to the Audit Committee’s next scheduled meeting, the Audit Committee has authorized its Chairperson to pre-approve services. Engagements so pre-approved are to be reported to the Audit Committee at its next scheduled meeting.

Audit Fees

The following table sets forth the fees billed by Ernst & Young LLP for audit, audit-related, tax and all other services rendered for 2021 and 2020:


Fee Category	2021		2020
Audit Fees	$	1,029,595	$	970,300
Audit-Related Fees		10,000		15,800
Tax Fees		169,407		108,677
All Other Fees		1,395		5,000
Total Fees	$	1,210,397	$	1,099,777

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Audit Fees. Consist of aggregate fees for professional services provided in connection with the annual audit of our consolidated financial statements and the effectiveness of our internal control over financial reporting, the review of our quarterly condensed consolidated financial statements, consultations on accounting matters directly related to the audit, including acquisitions and transactions, and comfort letters, consents and assistance with and review of documents filed with the SEC.

Audit-Related Fees. Consist of aggregate fees for accounting consultations, due diligence related to acquisitions and other services that were reasonably related to the performance of audits or reviews of our consolidated financial statements and were not reported above under “Audit Fees”.

Tax Fees. Consist of aggregate fees for tax compliance, tax advice and tax planning services including the review and preparation of our federal and state income tax returns.

All Other Fees. Consist of aggregate fees billed for products and services provided by the independent registered public accounting firm other than those disclosed above. These fees consisted of an amount paid for the use of an online accounting research tool.

The Audit Committee pre-approved all services performed since the pre-approval policy was adopted.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.

Report of the Audit Committee of the Board of Directors

The information contained in this Audit Committee report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. No portion of this Audit Committee report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that Brightcove specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

This report is submitted by the Audit Committee of the Board. The Audit Committee currently consists of the four directors whose names appear below. None of the members of the Audit Committee is an officer or employee of Brightcove, and the Board has determined that each member of the Audit Committee is “independent” for Audit Committee purposes as that term is defined under Rule 10A-3 of the Exchange Act, and the applicable NASDAQ rules. Each member of the Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and NASDAQ. The Board has designated Mr. Haroian as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The Audit Committee operates under a written charter adopted by the Board.

The Audit Committee’s general role is to assist the Board in monitoring our financial reporting process and related matters. Its specific responsibilities are set forth in its charter.

The Audit Committee has reviewed the company’s consolidated financial statements for 2021 and met with management, as well as with representatives of Ernst & Young LLP, the company’s independent registered public accounting firm, to discuss the consolidated financial statements. The Audit Committee also discussed with members of Ernst & Young LLP the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA Performance Standards Vol. 1. AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

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The Audit Committee reviewed management’s report on its assessment of the effectiveness of the company’s internal control over financial reporting and the independent registered public accounting firm’s report on the effectiveness of the company’s internal control over financial reporting. The Audit Committee meets with representatives of the independent registered public accounting firm, with and without management present, to discuss the results of their examinations; their evaluations of the company’s internal control, including internal control over financial reporting; and the overall quality of the company’s financial reporting.

In addition, the Audit Committee received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with members of Ernst & Young LLP its independence.

Based on these discussions, the financial statement review and other matters it deemed relevant, the Audit Committee recommended to the Board that the company’s audited consolidated financial statements for 2021 be included in its Annual Report on Form 10-K for 2021.

Audit Committee

Gary Haroian (Chairperson)

Diane Hessan

Ritcha Ranjan

Thomas E. Wheeler

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SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us regarding the beneficial ownership of our common stock as of March 1, 2022, for:

•

each person known by us to be the beneficial owner of more than 5% of our common stock;

•

our named executive officers;

•

each of our directors and director nominees; and

•

all executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as noted by footnote, and subject to community property laws where applicable, we believe, based on the information provided to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

The table lists applicable percentage ownership based on 41,315,177 shares of common stock outstanding as of March 1, 2022. Options to purchase shares of our common stock that are exercisable, and shares of our common stock that may be acquired upon the vesting of restricted stock units (“RSUs”), in each case, within 60 days of March 1, 2022, are deemed to be beneficially owned by the persons holding these options or RSUs, as applicable, for the purpose of computing percentage ownership of that person, but are not treated as outstanding for the purpose of computing any other person’s ownership percentage. Unless otherwise indicated, the address for each beneficial owner is c/o Brightcove Inc., 281 Summer Street, Boston, MA 02210.


Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage
5% Stockholders
Trigran Investments, Inc.⁽¹⁾		5,383,778		13.0	%
Edenbrook Capital, LLC⁽²⁾		4,587,864		11.1	%
Tenzing Global Management LLC⁽³⁾		3,500,000		8.5	%
BlackRock, Inc.⁽⁴⁾		2,783,572		6.7	%
The Vanguard Group⁽⁵⁾		2,780,768		6.7	%
Archon Capital Management LLC⁽⁶⁾		2,606,220		6.3	%

Executive Officers and Directors
Jeff Ray⁽⁷⁾		534,437		1.3	%
Robert Noreck⁽⁸⁾		108,539		*
David Plotkin⁽⁹⁾		176,459		*
Deborah Besemer⁽¹⁰⁾		198,099		*
Kristin Frank⁽¹¹⁾		60,912		*
Gary Haroian⁽¹²⁾		113,626		*
Diane Hessan⁽¹³⁾		83,558		*
Scott Kurnit⁽¹⁴⁾		195,660		*
Tsedal Neeley⁽¹⁵⁾		15,892		*
Ritcha Ranjan⁽¹⁶⁾		20,892		*
Thomas E. Wheeler⁽¹⁷⁾		72,137		*
All executive officers and directors as a group (11 persons)⁽¹⁸⁾		1,580,211		3.7	%

*	Represents beneficial ownership of less than 1% of our outstanding common stock.

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(1)

Beneficial ownership is as of December 31, 2021, based solely on a Schedule 13G/A filed jointly on February 10, 2022 with the SEC by Trigran Investments, Inc. (“Trigran”), Douglas Granat, Lawrence A. Oberman, Steven G. Simon, Bradley F. Simon and Steven R. Monieson and includes 5,041,269 shares of our common stock over which Trigran, Douglas Granat, Lawrence A. Oberman, Steven G. Simon, Bradley F. Simon and Steven R. Monieson have shared voting power and 5,383,778 shares of our common stock where the aforementioned parties have shared dispositive power. The principal address of Trigran is 630 Dundee Road, Suite 230, Northbrook, IL 60062.

(2)

Beneficial ownership is as of November 1, 2021, based solely on a Schedule 13D/A filed jointly on November 1, 2021 with the SEC by Edenbrook Capital, LLC (“Edenbrook”) and Jonathan Brolin and includes 4,587,864 shares of our common stock over which Edenbrook and Jonathan Brolin have shared voting power and shared dispositive power. Jonathan Brolin is the Managing Member of Edenbrook. The principal address of Edenbrook and Jonathan Brolin is 2 Depot Plaza, Bedford Hills, NY 10507.

(3)

Beneficial ownership is as of December 31, 2020, based solely on a Schedule 13D/A filed jointly on March 6, 2020 with the SEC by (1) Tenzing Global Management LLC (“Tenzing Global Management”); (2) Tenzing Global Investors LLC (“Tenzing Global Investors”); (3) Tenzing Global Investors Fund I LP (“Fund I”); and (4) Chet Kapoor and includes 3,500,000 shares of our common stock over which Tenzing Global Management and Chet Kapoor have shared voting power and shared dispositive power and 2,549,653 shares of our common stock over which Tenzing Global Investors and Fund I have shared voting power and shared dispositive power. Mr. Kapoor is a managing partner of Tenzing Global Management and Tenzing Global Investors, and the portfolio manager of Fund I. Mr. Kapoor is a managing partner of Tenzing Global Management and Tenzing Global Investors, and the portfolio manager of Fund I. The principal address of Tenzing Global Management, Tenzing Global Investors, Fund I and Chet Kapoor is 90 New Montgomery, Suite 650, San Francisco, CA 94105.

(4)

Beneficial ownership is as of December 31, 2021, based solely on a Schedule 13G/A filed on February 3, 2022 with the SEC by BlackRock, Inc. (“BlackRock”) and includes 2,754,335 shares of our common stock over which BlackRock has sole voting power and 2,783,572 shares over which BlackRock has sole dispositive power. The principal business address of BlackRock is 55 East 52nd Street, New York, NY 10055.

(5)

Beneficial ownership is as of December 31, 2021, based solely on a Schedule 13G/A filed on February 9, 2022 with the SEC by The Vanguard Group (“Vanguard”) and includes 76,608 shares of our common stock over which Vanguard has shared voting power, 103,932 shares of our common stock over which Vanguard has shared dispositive power and 2,676,836 shares over which Vanguard has sole dispositive power. The principal business address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

(6)

Beneficial ownership is as of December 31, 2021, based solely on a Schedule 13G/A filed jointly on February 14, 2022 with the SEC by Archon Capital Management LLC (“Archon”) and Constantinos Christofilis and includes 2,606,220 shares of our common stock over which Archon and Constantinos Christofilis have shared voting power and shared dispositive power. Constantinos Christofilis is the Managing Member of Archon. The principal address of Archon and Constantinos Christofilis is 1100 19^th Avenue E, Seattle, WA 98112.

(7)	Consists of (a) 204,437 shares held by Mr. Ray and (b) 330,000 shares issuable to Mr. Ray upon exercise of stock options exercisable within 60 days after March 1, 2022.

(8)	Consists of (a) 53,540 shares held by Mr. Noreck and (b) 54,999 shares issuable to Mr. Noreck upon exercise of stock options exercisable within 60 days after March 1, 2022.

(9)	Consists of (a) 73,792 shares held by Mr. Plotkin and (b) 102,667 shares issuable to Mr. Plotkin upon exercise of stock options exercisable within 60 days after March 1, 2022.

(10)	Consists of (a) 138,887 shares held by Ms. Besemer and (b) 59,212 shares issuable to Ms. Besemer upon exercise of stock options exercisable within 60 days after March 1, 2022.

(11)	Consists of (a) 28,294 shares held by Ms. Frank and (b) 32,618 shares issuable to Ms. Frank upon exercise of stock options exercisable within 60 days after March 1, 2022. The number of shares beneficially owned includes 1,375 shares purchased by Ms. Frank after March 1, 2022.

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(12)	Consists of (a) 32,165 shares held by Mr. Haroian and (b) 81,461 shares issuable to Mr. Haroian upon exercise of stock options exercisable within 60 days after March 1, 2022.

(13)	Consists of (a) 36,186 shares held by Ms. Hessan and (b) 47,372 shares issuable to Ms. Hessan upon exercise of stock options exercisable within 60 days after March 1, 2022.

(14)	Consists of (a) 115,992 shares held by Mr. Kurnit and (b) 79,668 shares issuable to Mr. Kurnit upon exercise of stock options exercisable within 60 days after March 1, 2022.

(15)	Consists of (a) 6,476 shares held by Ms. Neeley and (b) 9,416 shares issuable to Ms. Neeley upon exercise of stock options exercisable within 60 days after March 1, 2022.

(16)	Consists of (a) 11,476 shares held by Ms. Ranjan and (b) 9,416 shares issuable to Ms. Ranjan upon exercise of stock options exercisable within 60 days after March 1, 2022. The number of shares beneficially owned includes 7,000 shares purchased by Ms. Ranjan after March 1, 2022.

(17)	Consists of (a) 39,519 shares held by Mr. Wheeler and (b) 32,618 shares issuable to Mr. Wheeler upon exercise of stock options exercisable within 60 days after March 1, 2022.

(18)	See footnotes 7 through 17 above. Includes 839,447 shares issuable upon exercise of stock options exercisable within 60 days after March 1, 2022.

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PROPOSAL THREE

NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Our Board is committed to excellence in governance. As part of that commitment, and as required by Section 14A(a)(1) of the Exchange Act, our Board is providing the stockholders with an opportunity to approve, on a non-binding, advisory basis, the compensation of our named executive officers.

The following proposal, commonly known as a “say on pay” proposal, gives our stockholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers. This vote is not intended to address any specific item of compensation or the compensation of any particular officer, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices, as discussed in this Proxy Statement. Accordingly, we are asking our stockholders to vote for the following resolution:

“RESOLVED, that the Company’s stockholders approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

Before you vote, we recommend that you read the Executive Compensation section of this Proxy Statement for additional details on our executive compensation programs and philosophy.

This vote is advisory, and therefore not binding on us, the Board or the Compensation Committee. However, our Board and Compensation Committee value the opinions of our stockholders and intend to take into account the outcome of the vote when considering future compensation decisions for our named executive officers.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section explains how our executive compensation programs are designed and operate with respect to our named executive officers. Our named executive officers in 2021 were Jeff Ray, our former Chief Executive Officer; Robert Noreck, Chief Financial Officer; and David Plotkin, Chief Legal Officer.

Executive Summary

Overview

Our compensation strategy is designed to attract and retain high-caliber executive officers and employees, and align employee contributions with our objectives and the creation of long-term stockholder value. We intend to provide a competitive total compensation package and will share our success with our named executive officers, as well as our other employees, when our objectives are met.

Compensation for our named executive officers consists primarily of the elements identified in the following table.


Compensation Element		Objective

Base salary		To attract and retain employees and to recognize ongoing execution of job responsibilities.

Annual performance-based cash compensation		To emphasize achievement of corporate objectives and provide additional reward opportunities for our named executive officers (and employees generally) when key business objectives are met.

Long-term equity incentive compensation		To emphasize achievement of corporate objectives, align interests with those of our stockholders, reward increases in stockholder value, reinforce our focus on team success and promote retention.

Each of the elements of our executive compensation program is discussed in more detail below. Our compensation elements are designed to be flexible, to complement each other and to serve the compensation objectives described above. We have not adopted any formal or informal policies or guidelines for allocating compensation between fixed and variable compensation, cash and equity incentive awards, or short-term and long-term compensation. Our mix of compensation elements is designed to reward recent results and motivate long-term performance consistent with our strategy through a combination of short-term cash and long-term equity incentive awards.

Leadership Changes

On October 26, 2021, we entered into a Transition Agreement with Mr. Ray (the “Transition Agreement”) relating to his resignation as a director and as Chief Executive Officer in connection with his planned retirement from the Company, and on February 9, 2022, we announced that Mr. Ray would resign as a member of the Board and as our Chief Executive Officer, effective as of the day before the employment start date of his successor (the “Transition Date”). Also on February 9, 2022, we announced that Marc DeBevoise had been appointed as a director and as our Chief Executive Officer, effective as of the Transition Date. Mr. DeBevoise commenced employment as our Chief Executive Officer, and joined our Board, on March 28, 2022.

Pursuant to the Transition Agreement, Mr. Ray will continue his employment with the Company through December 31, 2022 (by providing up to 40 hours per month of service as an advisor to the new Chief Executive

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Officer). Subject to the terms of the Transition Agreement and Mr. Ray entering into and not revoking a general release of claims in our favor, (i) we will continue to pay Mr. Ray his current base salary through December 31, 2022, (ii) Mr. Ray will be paid his 2021 and 2022 bonuses at the payout level achieved by the company in those years, respectively, (iii) the date for Mr. Ray to exercise any stock options held by him that are vested as of December 31, 2022 will be extended through December 31, 2023 (or until the original expiration date of the option, if earlier), (iv) any performance-based RSUs previously granted to Mr. Ray, for which the performance criteria has been met on or before December 31, 2022, shall be accelerated and vest on December 31, 2022 and (v) the term of Mr. Ray’s non-competition agreement will be extended from twelve months to twenty-four months.

In connection with Mr. DeBevoise’s appointment as Chief Executive Officer, we entered into an employment agreement with Mr. DeBevoise (the “DeBevoise Employment Agreement”). Under the DeBevoise Employment Agreement, we have agreed to provide Mr. DeBevoise with, among other things: (i) an annual base salary of $500,000 for 2022, $550,000 for 2023 and $600,000 for 2024, which is subject to annual review and increase in the discretion of the Board or the Compensation Committee; (ii) guaranteed annual incentive compensation equal to 100% of his base salary (prorated for the number of days of employment) for 2022 and target annual incentive compensation equal to 125% of his base salary thereafter; and (iii) additional severance and change in control benefits, contingent upon Mr. DeBevoise executing and not revoking a separation agreement, including, among other things, a general release of claims in our favor. In addition, in connection with his employment Mr. DeBevoise will be granted (i) an award of 300,000 time-based RSUs that will vest in equal annual installments over a period of three years, subject to his continued employment with us on the applicable vesting date and (ii) an award of 500,000 performance-based RSUs that will be earned upon the achievement of certain stock-price based performance metrics within four years of his start date and any such earned RSUs will vest 50% upon the date of achievement of the applicable performance metric and 50% upon the earlier of the three year anniversary of the commencement of Mr. DeBevoise’s employment or the one-year anniversary of achievement of the applicable performance metric, subject to Mr. DeBevoise’ continued employment with us through the applicable vesting date. Mr. DeBevoise’s equity awards will be granted as “employment inducement awards” within the meaning of NASDAQ Listing Rule 5635(c)(4) and Mr. DeBevoise will not be entitled to receive additional equity awards in calendar year 2022.

Say on Pay and Stockholder Engagement

We pay careful attention to any feedback we receive from our stockholders about our executive compensation program and, in setting compensation for our named executive officers, the Compensation Committee considers the results of stockholder advisory votes on “say on pay” proposals presented at our annual meetings of stockholders. Although the results of the say on pay vote are advisory and not binding on the company, the Board or the Compensation Committee, the Board and the Compensation Committee value the opinions of our stockholders.

At the 2021 annual meeting of stockholders, 99.0% of votes cast were cast in favor of the compensation of our named executive officers. In light of the strong support reflected by the results of the 2021 “say on pay” proposal, the Compensation Committee maintained our general philosophy on executive compensation.

We continue to be receptive to input from stockholders concerning our executive compensation program and will continue to consider any such feedback when making design adjustments. Consistent with the recommendation of our Board of Directors and the preference of our stockholders as reflected in the non-binding, advisory vote on the frequency of future say-on-pay votes conducted at our 2018 annual meeting of stockholders, we intend to hold an annual non-binding, advisory vote on the compensation of our named executive officers until at least the next non-binding, advisory vote regarding the frequency of future say-on-pay votes, which will occur no later than our 2024 annual meeting of stockholders.

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Executive Compensation Governance Practices

In addition to our direct compensation elements, the following features of our compensation program are designed to align our executive team with stockholder interests and with market best practices:


What We Do		What We Don’t Do

✓ Maintain an industry-specific peer group of size-appropriate companies for benchmarking pay		× Allow hedging of equity without preapproval

✓ Target pay based on market norms		× Allow for re-pricing of stock options without stockholder approval

✓ Offer market-competitive benefits for executives that are consistent with the rest of our employees		× Provide excessive perquisites

✓ Consult with an independent compensation consultant on compensation levels and practices		× Provide supplemental executive retirement plans

✓ Maintain robust stock ownership guidelines		× Provide any excise tax gross-ups

✓ Maintain a comprehensive clawback policy covering incentive-based cash and equity compensation		× Provide single-trigger cash severance payments

✓ Hold an annual say-on-pay vote

Business Highlights

During 2021, we made significant progress on our business goals, including the following achievements that impacted executive compensation:

•

Launched the Brightcove Marketplace^TM, which empowers our customers to search and discover integrations and applications that extend the capabilities and the value of the Brightcove video communications platform;

•

Announced Brightcove Marketing Studio^TM, a new solution that enables marketers to easily find, use, and repurpose video assets, which are costly to create and underutilized across marketing teams. Brightcove Marketing Studio provides role-based access to video assets through a team’s preferred social platforms, marketing automation, digital asset management, and content management tools;

•

Announced Brightcove CorpTV^TM, a new solution designed for companies to think and act like media brands. Brightcove CorpTV enables organizations to create channels similar to Netflix or Hulu that stream content to customers and employees and other target audiences, each with their own, audience-specific, content;

•

Signed and closed the acquisition of HapYak technology from Newsela, a leading K-12 instructional content platform, to help advance video interactivity. With the integration of the HapYak technology, Brightcove users can quickly and easily incorporate interactivity into virtually any video; and

•

Received two Technology and Engineering Emmy^® Awards, awarded by the National Academy of Television Arts & Sciences (NATAS), for excellence in engineering innovation for our Video Cloud and Zencoder products, and our Context Aware Encording technology.

Determining Executive Compensation

Our Chief Executive Officer reviews the performance of each named executive officer other than himself, and based on this review and the factors described below, makes recommendations to the Compensation Committee with respect to each named executive officer’s total compensation package. The Board or Compensation Committee then makes the final determination with regard to the total compensation package for

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our named executive officers, including our Chief Executive Officer. In establishing overall executive compensation levels and making specific compensation decisions for the named executive officers in 2021, the Compensation Committee considered a number of criteria, including the executive’s position, any applicable employment agreement, prior compensation levels, scope of responsibilities, prior and current period performance, attainment of individual and overall company performance objectives, external market data and retention concerns.

In the third quarter of 2020, we updated our peer group for compensation decisions to consist of the following 17 companies and maintained this peer group for executive compensation decisions for 2021.


A10 Networks, Inc.	Limelight Networks, Inc.	ServiceSource International, Inc.
Avid Technology, Inc.	Mitek Systems, Inc.	Synchronoss Technologies, Inc.
Benefitfocus, Inc.	Model N, Inc.	Telenav, Inc.
ChannelAdvisor Corporation	Quantum Corporation	TrueCar, Inc.
DHI Group, Inc.	QuinStreet, Inc.	Zix Corporation
Digital Turbine, Inc.	Rosetta Stone Inc.

Certain of these companies were determined to be appropriate peer companies based on the type and size of their businesses. Certain of these companies were selected for executive compensation analysis purposes because they had similar operating and/or financial metrics. These companies are also representative of the types of companies with which we compete for executive talent.

In the fourth quarter of 2021, we updated our peer group as the first step in our year-end planning process for 2022 executive compensation decisions. In light of M&A activity and a review of the remaining peers relative to our updated profile, the Compensation Committee approved an updated peer group consisting of the following 16 companies:


A10 Networks, Inc.	Limelight Networks, Inc.	QuinStreet, Inc.
Avid Technology, Inc.	Mitek Systems, Inc.	ServiceSource International, Inc.
Benefitfocus, Inc.	Model N, Inc.	Synchronoss Technologies, Inc.
ChannelAdvisor Corporation	Ooma, Inc.	TrueCar, Inc.
DHI Group, Inc.	Quantum Corporation	Zix Corporation
Harmonic Inc.

We may replace some or all of these companies with others from time to time as changes in market positions and company size, including our own, may suggest more representative peer group companies. While competitive practice is an important component of our compensation philosophy, it is not the sole determinant of executive compensation and benefit practices and programs and we do not automatically target our executive compensation at a specific percentage of the peer group average.

Elements of Compensation

Base Salaries

Base salaries for our named executive officers were established initially through arm’s-length negotiations at the time each individual was hired, taking into account compensation surveys and internal pay equity considerations, as well as the individual’s qualifications and experience. Base salaries of our named executive officers are reviewed on an annual basis by our Chief Executive Officer (for named executive officers other than himself), our Chief People Officer and our Compensation Committee and approved annually by our Board or Compensation Committee. Adjustments to base salaries are based on an individual’s performance and promotions, as well as compensation surveys, our own analysis of compensation practices at peer companies, and internal pay equity considerations. In making decisions regarding salary adjustments, our Board or Compensation

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Committee also draw upon the experience that members of our Board have within our industry. We do not assign a specific weight to any single factor in making decisions regarding base salary adjustments.

In January 2021, Mr. Noreck’s base salary was increased from $360,000 to $385,000 and Mr. Plotkin’s base salary was increased from $350,000 to $364,000, each as part of our annual review program, based on their overall performance, the growth of our company and to make their total cash compensation more competitive with that of similarly situated executives in our peer group. Mr. Ray’s base salary remained at the same level as was in effect in 2020.

The following table sets forth the base salary for our named executive officers for fiscal 2020 and 2021:


Named Executive Officer	2020 Base Salary		2021 Base Salary		% Change
Jeff Ray	$	400,000	$	400,000		n/a
Robert Noreck	$	360,000	$	385,000		6.9	%
David Plotkin	$	350,000	$	364,000		4.0	%

Annual Performance-Based Cash Compensation

The named executive officers, as well as other members of senior management and certain employees, participate in our annual Performance Incentive Program, which provides an opportunity to earn a cash bonus subject to the achievement of performance objectives approved by our Compensation Committee. This program was established to further align individual goals with corporate goals and to increase focus on executing key business deliverables.

Target Bonuses-Performance Incentive Program. As with base salaries, the target annual incentive compensation opportunities (generally expressed as a percentage of base salary) for our named executive officers were established initially through arm’s-length negotiations at the time each individual was hired, taking into account compensation surveys and internal pay equity considerations, as well as the individual’s qualifications and experience. Adjustments to annual incentive compensation targets are based on an individual’s performance and promotions, as well as compensation surveys and internal pay equity considerations. Along with base salaries, annual incentive compensation targets are reviewed on an annual basis by our Chief Executive Officer (for named executive officers other than himself), our Chief People Officer and our Compensation Committee and approved annually by our Board or Compensation Committee. In making decisions regarding adjustments to annual incentive compensation targets, our Board or Compensation Committee also draw upon the experience that members of our Board have within our industry. We do not assign a specific weight to any single factor in making decisions regarding adjustments to annual incentive compensation targets.

In January 2021, Mr. Noreck’s annual incentive compensation target, as a percentage of base salary, was increased from 60% to 65%, and Mr. Plotkin’s annual incentive compensation target, as a percentage of base salary, was increased from 40% to 50%, to make their respective total target cash compensation more competitive with those of similarly situated executives in our peer group. After reviewing the annual incentive compensation target for Mr. Ray, the Compensation Committee decided to maintain the same incentive compensation target for him, as a percentage of base salary, in 2021 as was in effect in 2020. Bonuses under the Performance Incentive Program are capped at 200% of target.

The following table sets forth the annual incentive compensation targets for our named executive officers under our Performance Incentive Program for fiscal 2020 and 2021:


Named Executive Officer	2020 Target Bonus			2021 Target Bonus			% Change
	(% of base salary)			(% of base salary)
Jeff Ray		150	%		150	%		n/a
Robert Noreck		60	%		65	%		8.3	%
David Plotkin		40	%		50	%		25	%

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Bonus Determinations-Performance Incentive Program. Bonus payments under the Performance Incentive Program are based entirely on the achievement of pre-determined corporate performance goals approved by the Board that are important objectives for our business and are designed to drive our growth as a company and long-term stockholder value. Under the Performance Incentive Program, each year (generally during the first quarter) the Board establishes company-wide financial performance objectives, which serve as the basis for determining the eligibility for and the amount of bonuses to be paid under the program. For 2021, the Board determined that the performance goals under the Performance Incentive Program would be tied to pre-determined levels of revenue and adjusted EBITDA (excluding bonus expense), weighted equally (50% each). We define adjusted EBITDA (excluding bonus expense) as consolidated net income (loss), calculated in accordance with GAAP, excluding our stock-based compensation expense, executive severance and restructuring, merger-related expense, the amortization of acquired intangible assets, depreciation expense, other income/expense and the provision for income taxes, as well as bonus expense. The Board determines the goals for each of these objectives in consultation with management and taking into account our performance for the immediately preceding year. The Board establishes goals it believes are necessary to motivate our executives to achieve an aggressive level of growth and to drive stockholder value. After the end of each year, the Compensation Committee reviews our actual achievement against the performance objectives and determines the amount of bonuses to be paid under the program as a whole.

The performance objectives under the 2021 annual Performance Incentive Program should not be interpreted as a prediction of how we will perform in future periods. As described above, the purpose of these objectives was to establish a method for determining the payment of performance-based cash compensation. You are cautioned not to rely on these performance goals as a prediction of our future performance.

Revenue

We must achieve at least 95% of the goal for revenue for bonuses to be paid under the program for this component. Performance at the 95% level with respect to revenue would result in bonus payouts to the named executive officers at 50% of the named executive officers’ individual target bonus opportunity for revenue. Each incremental 1% of achievement from 95% to 100% of the goal for revenue increases the bonus payouts by 10%, such that performance at the 97.5% level with respect to revenue would result in bonus payouts at 75% of the individual target bonus opportunity for revenue and performance at the 100% level with respect to revenue would result in bonus payouts at 100% of the individual target bonus opportunity for revenue.

Each incremental 1% of achievement from 100% to 102% of the goal for revenue increases the bonus payouts by 15% for this component. An incremental 1% of achievement from 102% to 103% of the goal for revenue increases the bonus payouts by 20% for this component. Each incremental 1% of achievement from 103% to 105% of the goal for revenue increases the bonus payouts by 25%, up to a maximum of 200%, for this component.

Adjusted EBITDA (excluding bonus expense)

We must achieve at least 50% of the goal for adjusted EBITDA (excluding bonus expense) for bonuses to be paid under the program for this component. Performance at the 50% level with respect to adjusted EBITDA (excluding bonus expense) would result in bonus payouts to the named executive officers at 50% of the named executive officers’ individual target bonus opportunity for adjusted EBITDA (excluding bonus expense). Each incremental 10% of achievement from 50% to 100% of the goal for adjusted EBITDA (excluding bonus expense) increases the bonus payouts by 10%, such that performance at the 75% level with respect to adjusted EBITDA (excluding bonus expense) would result in bonus payouts at 75% of the individual target bonus opportunity for adjusted EBITDA (excluding bonus expense) and performance at the 100% level with respect to adjusted EBITDA (excluding bonus expense) would result in bonus payouts at 100% of the individual target bonus opportunity for adjusted EBITDA (excluding bonus expense).

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Each incremental 10% of achievement from 100% to 120% of the goal for adjusted EBITDA (excluding bonus expense) increases the bonus payouts by 15% for this component. An incremental 10% of achievement from 120% to 130% of the goal for adjusted EBITDA (excluding bonus expense) increases the bonus payouts by 20% for this component. Each incremental 10% of achievement from 130% to 150% of the goal for adjusted EBITDA (excluding bonus expense) increases the bonus payouts by 25% for this component, up to a maximum of 200%, for this component.

General

We must achieve at least 100% of the goal for both performance objectives in order for any payouts above 100% of the individual target bonus opportunity for each component to apply.

Achievement

Set forth in the table below are the threshold, target and maximum revenue and adjusted EBITDA (excluding bonus expense) goals under the 2021 annual Performance Incentive Program, the actual revenue and adjusted EBITDA (excluding bonus expense) results for 2021 and achievement of the revenue and adjusted EBITDA (excluding bonus expense) goals as a percentage of target.


Corporate Performance Goal	Weighting			Goals						Actual Achievement		Achievement as a % of Target
Corporate Performance Goal	Weighting			Threshold (50% Payout)		Target (100% Payout)		Maximum (200% Payout)		Actual Achievement		Achievement as a % of Target
Revenue		50	%	$	208.4 million	$	219.3 million	$	230.3 million	$	211.1 million		63	%
Adjusted EBITDA (excluding bonus expense)		50	%	$	18.2 million	$	36.3 million	$	54.5 million	$	27.1 million		75	%
Weighted Outcome (% of Target)													69	%

Payouts

The following table sets forth the cash bonuses awarded to our named executive officers for 2021 under the annual Performance Incentive Program:


Named Executive Officer	2021 Performance Incentive Program Bonus		2021 Performance Incentive Program Bonus as a % of Target
Jeff Ray	$	414,000		69	%
Robert Noreck	$	172,673		69	%
David Plotkin	$	125,580		69	%

Long-Term Equity Incentive Compensation

Our named executive officers are eligible to receive long-term equity-based incentive awards, which are intended to align the interests of our named executive officers with the interests of our stockholders, to emphasize and reinforce our focus on team success and to promote retention. Since the consummation of our initial public offering, our long-term equity-based incentive compensation awards have been made in the form of stock options and RSUs subject to vesting based on continued employment and/or the achievement of certain performance metrics. We believe that stock options and RSUs are effective tools for meeting our compensation goal of increasing long-term stockholder value. Because employees are able to profit from stock options only if our stock price increases relative to the stock option’s exercise price, and because the value of RSUs is based on the price of our common stock when the RSUs vest, we believe stock options and RSUs provide meaningful incentives to motivate employees to achieve increases in the value of our stock over time.

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All stock option and RSU awards are approved by the Compensation Committee or our Board. In determining the size of a stock option grant or RSU award, the Compensation Committee or Board takes into account individual performance (generally consisting of financial performance for the year as well as a subjective, qualitative review of each named executive officer’s contribution to the success of the business), internal pay equity considerations and the value of existing long-term incentive awards. Each named executive officer received an initial grant of stock options and/or RSUs in connection with the commencement of his employment. Our named executive officers and other employees are also eligible to receive additional grants or awards from time to time. Except for our equity award grant policy, which is described more fully below under “Other Compensation Practices and Policies”, we do not have a set program for the award of these additional grants or awards, and our Compensation Committee and Board retain discretion to make long-term equity-based incentive awards to employees at any time.

Stock Options

Stock option awards to our named executive officers typically vest over four years, with 25% vesting on each annual anniversary of the vesting start date, which is a date fixed by our Board or Compensation Committee when making equity awards. We refer to this vesting schedule as our “Four Year Annual vesting schedule”.

Time-Based RSU Awards

Since 2019, RSU awards granted to our named executive officers vest over three years, with 33% vesting on each annual anniversary of the vesting start date. We refer to this vesting schedule as our “Three Year Annual vesting schedule”.

2018 Performance-Based RSU Awards

Beginning in 2018, we introduced performance-based RSU awards in our executive compensation program in order to more closely align the interests of our named executive officers with those of our stockholders and to continue to drive important business objectives that, in turn, drive long-term stockholder value. These RSU awards have a four-year performance period and generally vest as follows:

•

if the sum of our revenue growth rate and adjusted EBITDA margin equals or exceeds 30%, 50% of the RSUs will vest immediately and 50% will vest on the one year anniversary thereof;

•

if the sum of our revenue growth and adjusted EBITDA margin equals at least 20% but less than 30%, 25% of the RSUs will vest immediately and 25% shall vest on the one year anniversary thereof. In such case, if the sum of our revenue growth rate and adjusted EBITDA margin thereafter equals or exceeds 30%, an additional 25% of the RSUs will vest immediately and the final 25% of the RSUs will vest on the one year anniversary thereof.

The performance metric will be assessed on a trailing four-quarter basis, at the end of each quarter in the four-year performance period. Any portion of the RSUs that has not been earned at the end of the four-year performance period will be forfeited. All vesting of performance-based awards is subject to the grantee’s continuous employment through the applicable vesting date. We refer to the vesting schedule described in this paragraph as the “Rule of 30 vesting schedule”.

In addition, in December 2018, in light of his role as Chief Executive Officer, Mr. Ray was granted performance-based RSUs with a more challenging vesting schedule, which is the same as the Rule of 30 vesting schedule but with targets of 40% and 30% rather than 30% and 20%. We refer to this vesting schedule as the “Rule of 40 vesting schedule”.

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2019 and 2020 Performance-Based RSU Awards

In 2019 we solicited feedback from a number of our large stockholders on our executive compensation program, including on the design of our long-term equity incentive awards. In part in response to this feedback and evolving market compensation practices, and as described in more detail in the paragraph below, we modified the design of the performance-based RSUs granted in 2019 and 2020 to, among other things, eliminate quarterly vesting opportunities.

Performance-based RSU awards granted in 2019 and 2020 have a three-year performance period with 1/3 of the RSUs being eligible to vest based upon annual performance for each fiscal year following the date of grant, as follows:

•

For the first fiscal year in the performance period (2020 for the 2019 awards and 2021 for the 2020 awards), if the sum of our revenue growth rate and adjusted EBITDA margin equals or exceeds (i) X%, 50% of the RSUs will vest immediately and 50% will vest on the last day of the three-year performance period and (ii) Y% but is less than X%, 25% of the RSUs will vest immediately and 25% shall vest on the last day of the three-year performance period. For the 2019 performance-based RSUs X equals 25 and Y equals 20 and for the 2020 performance-based RSUs, X equals 30 and Y equals 25;

•

For the second fiscal year in the performance period (2021 for the 2019 awards and 2022 for the 2020 awards), if the sum of our revenue growth rate and adjusted EBITDA margin equals or exceeds (i) X%, 50% of the RSUs will vest immediately and 50% will vest on the last day of the three-year performance period and (ii) Y% but is less than X%, 25% of the RSUs will vest immediately and 25% shall vest on the last day of the three-year performance period. For the 2019 performance-based RSUs, X equals 30 and Y equals 25 and for the 2020 performance-based RSUs, X equals 35 and Y equals 25; and

•

For the third fiscal year in the performance period (2022 for the 2019 awards and 2023 for the 2020 awards), if the sum of our revenue growth rate and adjusted EBITDA margin equals or exceeds (i) 35%, 100% of the RSUs will vest immediately and (ii) 25% but is less than 35%, 50% of the RSUs will vest immediately.

The performance metric will be assessed on an annual basis, at the end of each fiscal year in the three-year performance period. None of the performance-based RSUs granted in 2019 or 2020 were earned for the one-year performance period ended December 31, 2021. Any portion of the RSUs that has not been earned at the end of the three-year performance period will be forfeited. All vesting of performance-based awards is subject to the grantee’s continuous employment through the applicable vesting date. We refer to the vesting schedule described in this paragraph as the “2019 Rule of X vesting schedule” for the performance-based RSUs granted in 2019 and the “2020 Rule of X vesting schedule” for the performance-based RSUs granted in 2020.

We believe these vesting schedules encourage stock price growth, achievement of important business objectives and long-term employment with our company, while allowing our executives to realize compensation in line with the value they have created for our stockholders.

2021 Long-Term Equity Incentive Awards

In June 2021, the Compensation Committee made an off-cycle award to Mr. Noreck of 36,206 RSUs, for retention purposes, with 50% vesting on each annual anniversary of the vesting start date, which is a date fixed by our Board or Compensation Committee. We refer to this vesting schedule as our “Two Year Annual vesting schedule.”

In November 2021, as part of our annual performance review program for executives, Mr. Noreck was awarded 90,544 RSUs, and Mr. Plotkin was awarded 70,423 RSUs, each subject to our Three Year Annual vesting schedule. Given Mr. Ray’s planned retirement from the Company, Mr. Ray did not receive an equity award in November 2021.

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In making these awards, the Compensation Committee elected to issue time-based RSUs, instead of a combination of time-based and performance-based RSUs, given the exceptional circumstances and uncertainty surrounding the planned retirement of Mr. Ray and the search for a new Chief Executive Officer. The Compensation Committee recognized that leadership transitions can be inherently difficult to manage, and awarding time-based RSUs was the most effective way to retain the continued service of our named executive officers, which was intended to minimize any disruption to our business, and support the successful transition of our new Chief Executive Officer.

The Compensation Committee continues to recognize the importance of performance-based equity awards, and as described above, in connection with Mr. DeBevoise’s employment as our new Chief Executive Officer, Mr. DeBevoise will be granted 800,000 RSUs, 62.5% of which are subject to performance-based vesting upon the achievement of certain stock-price based performance metrics, and 37.5% of which are subject to our Three Year Annual vesting schedule.

The equity awards made to our named executive officers in 2021 are set forth in the table below.


Named Executive Officer	Time-Based RSUs (#)
Jeff Ray		n/a
Robert Noreck		126,750
David Plotkin		70,423

Severance and Change in Control Benefits

We are party to employment agreements with each of our named executive officers. Such employment agreements provide certain benefits in the event of a change in control of our company and termination of employment under certain circumstances as set forth below.

If an executive’s employment is terminated by us without cause (as defined in the applicable employment agreement), or if the executive resigns for good reason (as defined in the applicable employment agreement) prior to or more than 12 months (or, for Mr. Ray, prior to or more than 18 months) following a change in control (as defined in the applicable employment agreement) of the company, the executive is eligible for severance benefits in 12 equal monthly installments consisting of an amount equal to the sum of one times the executive’s base salary and one times the executive’s target bonus (which amounts shall cease to be paid in the event that the executive breaches any of the applicable restrictive covenants set forth in his employment agreement following termination), plus up to 12 months (or, for Mr. Ray, up to 18 months) of COBRA coverage. In the event an executive’s employment is terminated by us without cause or if the executive resigns for good reason, the vesting of each executive’s then-outstanding equity awards with time-based vesting only, and performance-based RSUs for which the performance criteria has been met, shall accelerate by 25%. The accelerated vesting provisions described in the preceding sentence only apply for Mr. Noreck in the event of his resignation for good reason. The severance benefits described in this paragraph are contingent upon the executive executing an effective general release of claims in favor of us.

If Mr. Ray’s employment is terminated by us without cause or if he resigns for good reason within 18 months following a change in control of our company, he will be eligible for severance benefits in 18 equal monthly installments consisting of an amount equal to the sum of one times his base salary and one times his target bonus, plus up to 18 months of COBRA coverage. In such case, the remainder of any performance-based RSUs held by Mr. Ray as of the date of termination shall accelerate by 25%. The severance benefits described in this paragraph are contingent upon Mr. Ray executing an effective general release of claims in favor of us.

If an executive’s employment (other than Mr. Ray’s) is terminated by us without cause or if the executive resigns for good reason within 12 months following a change in control of our company, the executive is eligible

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for severance benefits consisting of an amount equal to the sum of one times the executive’s base salary and one times the executive’s target bonus, payable in a lump sum, plus up to 12 months of COBRA coverage (payable in a lump sum for Mr. Plotkin). The severance benefits described in this paragraph are contingent upon the executive executing an effective general release of claims in favor of us.

If an executive’s employment is terminated by us for cause, each applicable stock option may no longer be exercised from and after the date on which the executive received written notice from us of such termination.

The employment agreements also provide that, upon a change in control of our company, each executive’s then-outstanding equity awards with time-based vesting only, and performance-based RSUs for which the performance criteria has been met, will fully vest.

We provide these benefits to promote retention and ease the consequences to the executive of an unexpected termination of employment. These arrangements are also intended to preserve morale and productivity in the face of the potentially disruptive impact of a change in control. These benefits also allow our named executive officers to focus on the value of strategic alternatives to stockholders without concern for the impact on their own continued employment, as each of their offices is at heightened risk of turnover in the event of a change in control.

Please refer to the discussion below under “Potential Payments upon Termination or Change in Control” for a more detailed discussion of our severance and change in control benefits.

Employee Benefits

Our named executive officers are eligible for the same benefits as are available to our employees generally. These include participation in a tax-qualified 401(k) plan with a company matching contribution equal to 25% of the first 4% of base salary earnings and group health, dental, life and disability insurance plans. The type and extent of benefits offered are intended to be competitive within our industry.

Other Compensation Practices and Policies

Perquisites and Personal Benefits. As noted above, our named executive officers are eligible to participate in the same benefits as those offered to all full-time employees. Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. However, we have provided certain perquisites to our named executive officers in situations where we believe it is appropriate to assist an individual in the performance of his duties, to make him more efficient and effective, and for recruitment and retention purposes. In connection with his hire and pursuant to the terms of his employment agreement with us, in 2021, we reimbursed Mr. Ray for reasonable costs incurred by him, or directly paid such expenses, subject to his timely submission of applicable documentation, for lodging and commuting costs for standard class air travel between Sarasota, Florida and Boston, Massachusetts (or other company offices or customer facilities or other business locations at which Mr. Ray performs his services).

Insider Trading Policy. Our executive officers, employees and directors are subject to our insider trading policy. Under this policy, all of our executive officers, employees and directors are prohibited from engaging in transactions in publicly-traded options and other derivative securities with respect to our securities unless approved by our Audit Committee.

Stock Ownership Policy. In August 2018, we adopted a stock ownership policy that is applicable to non-employee directors, our Chief Executive Officer and each of our “executive officers,” as defined in Rule 3b-7 of the Exchange Act. The stock ownership policy requires that non-employee directors hold equity in the company with a value equal to at least three times the director’s annual Board cash retainer, the Chief Executive Officer own equity in the company equal to at least two times his annual base salary and that all other covered

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executive officers own equity in the company equal to at least one times his or her annual base salary. The stock ownership policy provides for a phase-in period, which provides that an individual subject to this policy is required to be in compliance with the minimum equity ownership requirement by the five-year anniversary of the date on which the non-employee director or executive officer first became subject to the stock ownership policy. The stock ownership policy also includes certain share retention obligations that apply to officers and directors who have not met the minimum equity ownership requirements by the end of their phase-in date or who cease to hold the minimum equity ownership at any time following such date.

Policy for Recoupment of Incentive Compensation (Clawback Policy). In November 2020, our Board adopted a Policy for Recoupment of Incentive Compensation that covers incentive compensation paid to our executive officers, who are subject to the reporting requirements of Section 16 of the Exchange Act. The policy provides that if we are required to prepare an accounting restatement due to intentional misconduct by a covered executive, our Compensation Committee may require the covered executive to repay to us any excess compensation received by the covered executive (net of income and other taxes) during the covered period. For purposes of this policy, excess compensation means any annual cash bonus and long-term equity incentive compensation received by a covered executive during the one-year period preceding the publication of the restated financial statement that the Compensation Committee determines was in excess of the amount that such covered executive would have received had such annual cash bonus and long-term equity incentive compensation been calculated based on the financial results reported in the restated financial statement.

Policy Regarding the Timing of Equity Awards. Our equity award grant policy formalizes our process for granting equity-based awards. Under our equity award grant policy, we will generally grant equity awards on a regularly scheduled basis. If extraordinary circumstances arise such that the Compensation Committee or the Board determines it is advisable to grant an equity award at a time other than as set forth below, the Compensation Committee may consider and approve any such grant. Grants of equity awards for new hires or promotions will generally be made twice per quarter. Grants approved from the start of the then-current quarter through the date we first publicly release our financial results for the previously completed quarter, shall be effective on the third trading day after we first publicly release our financial results for the previously completed quarter, which we call a grant date. Grants approved after the date we first publicly release our financial results for the previously completed quarter through the end of the then-current quarter, shall be effective on the fifth trading day after we approve such grants, which we also call a grant date. Grants of equity awards to current employees (other than in connection with a promotion) will generally be made, if at all, on an annual basis on one of the grant dates specified above. It is the intention of the Compensation Committee to consider and approve any such grants either at a meeting of the Compensation Committee, which meeting will be established in advance, with notice to the Compensation Committee in accordance with the Compensation Committee charter, or by unanimous consent in writing.

Tax Deductibility Under Section 162(m) of the Code. Generally, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid for any fiscal year to “covered employees” of the company. With respect to taxable years before January 1, 2018, remuneration in excess of $1 million was exempt from this deduction limit if it qualified as “performance-based compensation” within the meaning of Section 162(m). Effective for taxable years beginning after December 31, 2017, the Tax Cuts and Jobs Act of 2017 (a) expands the scope of Section 162(m) such that all named executive officers are “covered employees” and anyone who was a named executive officer in any year after 2016 will remain a covered employees for as long as he or she (or his or her beneficiaries) receive compensation from us and (b) eliminates the exception to the deduction limit for commission-based compensation and performance-based compensation except with respect to certain grandfathered arrangements in effect as of November 2, 2017 that are not subsequently materially modified. Accordingly, future compensation paid to our named executive officers in excess of $1 million will not be deductible unless it qualifies for the transition relief applicable to certain arrangements in place as of November 2, 2017, as described above.

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The Board and the Compensation Committee believe that stockholder interests are best served if they retain maximum flexibility to design executive compensation programs that meet stated business objectives. For that reason, while our Board and Compensation Committee consider the potential effects of Section 162(m) of the Code on the compensation paid to our named executive officers, in light of the constraints imposed by Section 162(m) and our desire to maintain flexibility in compensation decisions, the Board and the Compensation Committee do not necessarily limit compensation to amounts deductible under Section 162(m).

Taxation of Parachute Payments. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any named executive officers, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code.

Section 409A of the Code. Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A of the Code. Although we do not maintain a traditional nonqualified deferred compensation plan, Section 409A of the Code may apply to certain severance arrangements, bonus arrangements and equity awards. We structure all our severance arrangements, bonus arrangements and equity awards in a manner to either avoid the application of Section 409A or, to the extent doing so is not possible, to comply with the applicable requirements of Section 409A of the Code.

Accounting for Stock-Based Compensation. We follow Financial Accounting Standard Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 718, Compensation—Stock Compensation, for our stock-based compensation awards to employees. FASB ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock awards and RSU awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. FASB ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their statements of operations over the period that an executive officer is required to render service in exchange for the option or other award. Our Compensation Committee may consider the impact of FASB ASC Topic 718 when making equity-based awards.

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Tabular Disclosure Regarding Executive Compensation

The following tables provide information regarding the compensation awarded to or earned by our named executive officers during the fiscal years indicated.

Summary Compensation Table—2021


Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾		Option Awards ($)⁽¹⁾		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)⁽²⁾		Total ($)
Jeff Ray⁽³⁾ Former Chief Executive Officer		2021 2020		400,000 400,000		— —		243,200 919,983		679,800 —		414,000 579,956		20,714 65,064		1,757,714 1,965,003
		2019		400,000		—		526,800		—		410,513		98,168		1,435,481
Robert Noreck Chief Financial Officer		2021 2020		385,000 360,000		— —		1,400,012 349,993		— —		172,673 208,784		2,900 2,850		1,960,585 921,627
		2019		315,000		—		210,720		—		107,760		3,113		636,593
David Plotkin Chief Legal Officer		2021 2020		364,000 350,000		— —		700,005 279,991		— —		125,580 135,323		2,900 2,850		1,192,485 768,164
		2019		320,000		—		210,720		—		87,576		3,171		621,467

(1)

Except as provided below, the amounts reported represent the aggregate grant date fair value of stock and option awards computed in accordance with FASB ASC Topic 718 disregarding any estimates of forfeitures. The grant date fair values for Mr. Ray for 2021 reflect the incremental value of stock option and RSU awards that were modified pursuant to the Transition Agreement. The values reported for the performance-based RSUs awarded in 2020 and 2019 represent the grant date fair values of such awards assuming the probable outcome of the performance conditions. We determined that as of the date of the grant it was not probable, as defined under applicable accounting guidance, that the applicable performance conditions would be achieved and, accordingly, the grant date fair value of such awards is $0.

The value of the performance-based RSU awards granted in 2020 at the grant date assuming the maximum achievement of the performance conditions is $1,379,992 for Mr. Ray, $524,990 for Mr. Noreck and $419,995 for Mr. Plotkin.

The value of the performance-based RSU awards granted in 2019 at the grant date assuming the maximum achievement of the performance conditions is $790,200 for Mr. Ray, $316,080 for Mr. Noreck and $316,080 for Mr. Plotkin.

The assumptions used to calculate the value of stock and option awards are described in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

(2)

The amount reported for 2021 for Mr. Ray consists of (i) $2,900 in matching contributions under the company’s 401(k) matching program and (ii) $17,814 for lodging and commuting costs for standard class air travel between Sarasota, Florida and Boston, Massachusetts (or other company offices or customer facilities or other business locations at which he performs his services). For Messrs. Noreck and Plotkin, consists of matching contributions under the company’s 401(k) matching program.

(3)

Mr. Ray resigned as a member of the Board and as our Chief Executive Officer. Pursuant to the Transition Agreement, Mr. Ray will continue his employment with the Company through December 31, 2022 (by providing up to 40 hours per month of service as an advisor to Mr. DeBevoise). Subject to the terms of the Transition Agreement and Mr. Ray entering into and not revoking a general release of claims in our favor, (i) we will continue to pay Mr. Ray his current base salary through December 31, 2022, (ii) Mr. Ray will be paid his 2021 and 2022 bonuses at the payout level achieved by the company in those years, respectively, (iii) the date for Mr. Ray to exercise any stock options held by him that are vested as of December 31, 2022 will be extended through December 31, 2023 (or until the original expiration date of the option, if earlier), (iv) any performance-based RSUs previously granted to Mr. Ray, for which the performance criteria has been met on or before December 31, 2022, shall be accelerated and vest on December 31, 2022 and (v) the term of Mr. Ray’s non-competition agreement will be extended from twelve months to twenty-four months.

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Grants of Plan-Based Awards —2021


Name	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾						Estimated Possible Payouts Under Equity Incentive Plan Awards						All other Stock Awards: Number of Shares of Stock or units (#)		All other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)⁽²⁾
			Threshold ($)		Target ($)		Maximum ($)		Threshold		Target		Maximum
Jeff Ray		—		300,000		600,000		1,200,000		—		—		—		—		—		—		—
		10/26/21		—		—		—		—		—		—		20,000		—		—		243,200
		10/26/21		—		—		—		—		—		—		—		110,000		—		679,800
Robert Noreck		—		125,125		250,250		500,500		—		—		—		—		—		—		—
		6/16/21		—		—		—		—		—		—		36,206		—		—		500,005
		11/1/21		—		—		—		—		—		—		90,544		—		—		900,007
David Plotkin		—		91,000		182,000		364,000		—		—		—		—		—		—		—
		11/1/21		—		—		—		—		—		—		70,423		—		—		700,005

(1)

Represents the threshold, target and maximum performance-based incentive cash payments the named executive officers could earn pursuant to the Performance Incentive Plan for 2021, as described in “—Annual Performance-Based Cash Compensation” above. The actual amounts earned pursuant to the Performance Incentive Program for 2021 are set forth in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table above.

(2)

The valuation of stock and option awards is based on the grant date fair value computed in accordance with FASB ASC Topic 718 disregarding any estimates of forfeitures. The assumptions used to calculate the value of stock and option awards are described in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. The grant date fair values for Mr. Ray reflect the incremental value of stock option and RSU awards that were modified pursuant to the Transition Agreement.

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Outstanding Equity Awards at Fiscal Year-End 2021


			Option Awards													Stock Awards
Name	Grant Date		Vesting Start Date(1)		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
Jeff Ray		5/1/2018		4/11/2018		330,000	⁽³⁾		110,000		—		9.80		5/1/2028		—			—		—			—
		5/1/2018		—		—			—		—		—		—		—			—		200,000	⁽⁴⁾		2,044,000
		12/31/2018		—		—			—		—		—		—		—			—		100,000	⁽⁵⁾		1,022,000
		12/17/2019		—		—			—		—		—		—		—			—		15,000	⁽⁶⁾		153,300
		12/17/2019		12/10/2019		—			—		—		—		—		20,000	⁽⁷⁾		204,400		—			—
		12/30/2020		—		—			—		—		—		—		—			—		12,548	⁽⁸⁾		128,241
		12/30/2020		12/10/2020		—			—		—		—		—		33,460	⁽⁷⁾		341,961		—			—
Robert Noreck		7/31/2017		7/31/2017		25,000	⁽¹¹⁾		—		—		6.70		7/31/2027		—			—		—			—
		5/10/2018		5/3/2018		30,000	⁽³⁾		10,000		—		10.28		5/10/2028		—			—		—			—
		5/10/2018		—		—			—		—		—		—		—			—		22,500	⁽⁴⁾		229,950
		12/31/2018		—		—			—		—		—		—		—			—		7,500	⁽¹⁰⁾		76,650
		12/17/2019		—		—			—		—		—		—		—			—		6,000	⁽⁶⁾		61,320
		12/17/2019		12/10/2019		—			—		—		—		—		8,000	⁽⁷⁾		81,760		—			—
		12/30/2020		—		—			—		—		—		—		—			—		4,774	⁽⁸⁾		48,790
		12/30/2020		12/10/2020		—			—		—		—		—		12,730	⁽⁷⁾		130,101		—			—
		6/16/2021		6/10/2021		—			—		—		—		—		36,206	⁽⁹⁾		370,025		—			—
		11/1/2021		11/1/2021		—			—		—		—		—		90,544	⁽⁷⁾		925,360		—			—
David Plotkin		2/17/2012		12/15/2011		3,846	⁽¹¹⁾		—		—		11.00		2/17/2022		—			—		—			—
		5/8/2012		5/8/2012		2,000	⁽¹¹⁾		—		—		16.88		5/8/2022		—			—		—			—
		7/30/2013		7/30/2013		8,000	⁽¹¹⁾		—		—		10.61		7/30/2023		—			—		—			—
		7/29/2014		7/29/2014		5,000	⁽¹¹⁾		—		—		5.97		7/29/2024		—			—		—			—
		8/4/2015		8/4/2015		15,000	⁽¹¹⁾		—		—		5.53		8/4/2025		—			—		—			—
		9/30/2015		9/10/2015		10,000	⁽¹¹⁾		—		—		4.92		9/30/2025		—			—		—			—
		12/30/2015		12/10/2015		9,000	⁽¹¹⁾		—		—		6.35		12/30/2025		—			—		—			—
		12/23/2016		12/10/2016		10,667	⁽¹¹⁾		—		—		8.00		12/23/2026		—			—		—			—
		9/27/2017		9/10/2017		23,000	⁽¹¹⁾		—		—		7.23		9/27/2027		—			—		—			—
		4/9/2018		12/10/2017		20,000	⁽¹¹⁾		—		—		7.10		4/9/2028		—			—		—			—
		12/31/2018		—		—			—		—		—		—		—			—		57,500	⁽¹⁰⁾		587,650
		12/17/2019		—		—			—		—		—		—		—			—		6,000	⁽⁶⁾		61,320
		12/17/2019		12/10/2019		—			—		—		—		—		8,000	⁽⁷⁾		81,760		—			—
		12/30/2020		—		—			—		—		—		—		—			—		3,819	⁽⁸⁾		39,030
		12/30/2020		12/10/2020		—			—		—		—		—		10,184	⁽⁷⁾		104,080		—			—
		11/1/2021		11/1/2021		—			—		—		—		—		70,423	⁽⁷⁾		719,723		—			—

(1)	The vesting start date is a date fixed by our Board or Compensation Committee when granting equity awards.

(2)	Represents the fair market value of unvested RSUs as of December 31, 2021 based upon the closing market price of our common stock on December 31, 2021, the last trading day of 2021, of $10.22 per share.

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(3)	This option award is subject to our Four Year Annual vesting schedule.

(4)	This performance-based RSU award is subject to our Rule of 30 vesting schedule, with a four-year performance period from July 1, 2018 through June 30, 2022.

(5)	This performance-based RSU award is subject to our Rule of 40 vesting schedule, with a four-year performance period from October 1, 2018 through September 30, 2022.

(6)	This performance-based RSU award is subject to our 2019 Rule of X vesting schedule, with a three-year performance period from January 1, 2020 through December 31, 2022.

(7)	This time-based RSU award is subject to our Three Year Annual vesting schedule.

(8)	This performance-based RSU award is subject to our 2020 Rule of X vesting schedule, with a three-year performance period from January 1, 2021 through December 31, 2023.

(9)	This time-based RSU award is subject to our Two Year Annual vesting schedule.

(10)	This performance-based RSU award is subject to our Rule of 30 vesting schedule, with a four-year performance period from October 1, 2018 through September 30, 2022.

(11)	This option award is fully vested.

Option Exercises and Stock Vested—2021


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)⁽¹⁾		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)⁽²⁾
Jeff Ray		—		—		136,730		2,299,812
Robert Noreck		—		—		36,240		502,585
David Plotkin		—		—		49,842		770,436

(1)	The value realized on exercise is based on the gain, if any, equal to the difference between the per share fair market value of the stock on the exercise date less the per share exercise price, multiplied by the number of shares for which the option was being exercised.

(2)	The value realized on vesting is based on the closing price per share of our common stock on the vesting date, multiplied by the number of RSUs that vested.

Pension Benefits

We do not offer any defined benefit pension plans.

Nonqualified Deferred Compensation

We do not offer any nonqualified deferred compensation plans.

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Potential Payments upon Termination or Change in Control

The information below sets forth the estimated amounts payable under existing plans and contractual arrangements assuming a termination of employment and/or change in control had occurred on December 31, 2021, based on the closing market price of our common stock on December 31, 2021, the last trading day of 2021, of $10.22 per share. There can be no assurance that an actual triggering event would produce the same or similar results as those estimated if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different. These figures are based on the equity agreements and employment agreements in effect on December 31, 2021.


Name	Benefit	Upon a Change in Control ($)		Termination without Cause, prior to or more than 12 months (or 18 months for Mr. Ray) following a Change in Control ($)		Resignation for Good Reason, prior to or more than 12 months (or 18 months for Mr. Ray) following a Change in Control ($)		Termination without Cause, or Resignation for Good Reason, within 12 months (or 18 months for Mr. Ray) following a Change in Control ($)
Jeff Ray	Severance⁽¹⁾		—		1,000,000		1,000,000		1,000,000
	Option / RSU Acceleration⁽²⁾		592,561		148,140		148,140		1,955,306
	COBRA Premiums⁽³⁾		—		24,496		24,496		24,496
	Vacation Payout		—		—		—		—
	Total Value		592,561		1,172,636		1,172,636		2,979,802

Robert Noreck	Severance⁽¹⁾		—		635,250		635,250		635,250
	Option / RSU Acceleration⁽²⁾		1,507,246		—		376,811		—
	COBRA Premiums⁽³⁾		—		16,330		16,330		16,330
	Vacation Payout		—		—		—		—
	Total Value		1,507,246		651,580		1,028,391		651,580

David Plotkin	Severance⁽¹⁾		—		546,000		546,000		546,000
	Option / RSU Acceleration⁽²⁾		905,564		226,391		226,391		—
	COBRA Premiums⁽³⁾		—		25,559		25,559		25,559
	Vacation Payout		—		—		—		—
	Total Value		905,564		797,950		797,950		571,559

(1)	Based on 2021 salaries and annual incentive compensation targets for our named executive officers under the Performance Incentive Program.

(2)	The value of accelerated vesting of stock options and RSU awards for the named executive officers is based on the difference between (x) $10.22, the closing market price of our common stock on December 31, 2021, and (y) the per share exercise price or purchase price of the award, if any.

(3)	Estimated based on the cost for such coverage during 2021.

CEO Pay Ratio

Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to our success. We strive to ensure the pay of each of our employees reflects the level of their job impact and responsibilities and is competitive within our peer group. Compensation rates are benchmarked and are generally set to be market-competitive in the country in which the jobs are performed. Our ongoing commitment to pay equity is critical to our success in supporting a diverse workforce with opportunities for all employees to grow, develop and contribute.

Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.

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We identified the median employee using our employee population on December 31, 2021 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis).

We identified the median employee by looking at annual base pay and annual target cash incentive opportunity as of December 31, 2021 for all active employees as of that date. The value of our 401(k) plan and health and welfare benefits provided was excluded as all employees, including the Chief Executive Officer, are offered the same benefits. We did not perform adjustments to the compensation paid to part-time employees to calculate what they would have been paid on a full-time basis. In identifying the median employee, we did not exclude workers in non-U.S. countries and did not make any cost-of-living adjustments. Once the median employee was identified, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table.

Our median employee compensation as calculated using Summary Compensation Table requirements was $93,627. Our Chief Executive Officer’s compensation as reported in the Summary Compensation Table was $1,757,714. Therefore, our CEO Pay Ratio is approximately 19:1.

This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the company used the CEO Pay Ratio measure in making compensation decisions.

Director Compensation

We reimburse each member of our Board who is not an employee for reasonable travel and other expenses in connection with attending meetings of the Board or committees thereof. In addition, as part of our efforts to attract and retain highly qualified individuals to our Board, we may grant equity awards to our non-employee directors upon their election to our Board.

2021 Compensation (January through March 2021)

We have adopted a non-employee director compensation policy as described below. In the first quarter of 2021, each of the non-employee members of our Board was entitled to the following equity compensation pursuant to such policy:

•

Upon initial election to the Board, initial equity awards with an aggregate value of $200,000, split equally in value between RSUs and options to purchase shares of common stock (issued with an exercise price equal to the fair market value of our common stock on the grant date), that each vest in equal quarterly installments over three years, provided, however, that all vesting ceases if the director resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation or acceleration of vesting. The shares underlying the initial grant of RSUs and stock options made to any non-employee director who is first elected to the Board as of or subsequent to our initial public offering may not be sold while he/she remains a Board member.

•

At each annual meeting of our stockholders, for each continuing non-employee director who has served as a director for at least the six months prior to such annual meeting of stockholders, annual equity awards with an aggregate value of $100,000, in the form of RSUs, that vest in full after one year, provided, however, that all vesting ceases if the director resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation or acceleration of vesting.

- 44 -

All outstanding equity awards held by non-employee directors shall become fully vested and exercisable or nonforfeitable upon a Sale Event (as defined in our 2012 Stock Incentive Plan (the “2012 Plan”) or any successor equity incentive plan under which the award is granted). Non-employee directors have until the earlier of two years after the date of the director’s resignation and the original expiration date of the option to exercise vested stock options held as of the date of resignation.

Under our non-employee director compensation policy in effect in the first quarter of 2021, our Board chairperson also received an annual cash retainer of $70,000, and each of our other non-employee directors received an annual cash retainer of $45,000, for general availability and participation in meetings and conference calls of our Board. Additionally, the Audit Committee chairperson received an annual cash retainer of $15,000, each Audit Committee member received an annual cash retainer of $7,500, the Compensation Committee chairperson received an annual cash retainer of $10,000, each Compensation Committee member received an annual cash retainer of $5,000, the Nominating and Corporate Governance Committee chairperson received an annual cash retainer of $7,500 and each Nominating and Corporate Governance Committee member received an annual cash retainer of $3,000.

2021 Compensation (April through December 2021)

Effective April 1, 2021, the Board adopted an amended and restated non-employee director compensation policy, pursuant to which each of the non-employee members of our Board is entitled to the following equity compensation:

•

Upon initial election to the Board, an initial RSU award with an aggregate value of $125,000, prorated based on the number of days from the date the new non-employee director is appointed to the Board until the Company’s next Annual Meeting of Stockholders, that vests in full as of the earlier of (i) the one-year anniversary of the Company’s previous annual meeting of our stockholders and (ii) the date of the annual meeting of our stockholders following such non-employee director’s appointment to the Board, provided, however, that all vesting ceases if the director resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation or acceleration of vesting. The shares underlying the initial grant of RSUs may not be sold while the non-employee director remains a Board member.

•

At each annual meeting of our stockholders, each continuing non-employee director will receive a RSU award with an aggregate value of $125,000, that vests in full after one year, provided, however, that all vesting ceases if the director resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation or acceleration of vesting.

•

All outstanding equity awards held by non-employee directors shall become fully vested and exercisable or nonforfeitable upon a Sale Event (as defined in our 2012 Plan or any successor equity incentive plan under which the award is granted).

In addition, non-employee directors have until the earlier of two years after the date of the director’s resignation and the original expiration date of the option to exercise vested stock options held as of the date of resignation.

Under such non-employee director compensation policy, our Board chairperson also receives an annual cash retainer of $80,000, and each of our other non-employee directors receives an annual cash retainer of $50,000, for general availability and participation in meetings and conference calls of our Board. Additionally, the Audit Committee chairperson receives an annual cash retainer of $20,000, each Audit Committee member receives an annual cash retainer of $10,000, the Compensation Committee chairperson receives an annual cash retainer of $12,000, each Compensation Committee member receives an annual cash retainer of $6,000, the Nominating and Corporate Governance Committee chairperson receives an annual cash retainer of $8,000 and each Nominating and Corporate Governance Committee member receives an annual cash retainer of $4,000.

- 45 -

The following table provides compensation information for the fiscal year ended December 31, 2021 for each non-employee member of our Board. No member of our Board receives or has received separate compensation for services rendered as a member of our Board.

Director Compensation Table—2021


Name	Fees Earned or Paid in Cash ($)		Option Awards ($)⁽¹⁾		Stock Awards ($)⁽¹⁾		All Other Compensation		Total ($)
Deborah Besemer		77,500		—		124,988		—		202,488
Kristin Frank		64,000		—		124,988		—		188,988
Gary Haroian		73,250		—		124,988		—		198,238
Diane Hessan		66,000		—		124,988		—		190,988
Scott Kurnit		58,250		—		124,988		—		183,238
Tsedal Neeley		53,347		—		124,988		—		178,335
Ritcha Ranjan		56,396		—		124,988		—		181,384
Thomas E. Wheeler		61,875		—		124,988		—		186,863

(1)

Represents the grant date fair value of options and RSUs awarded in the fiscal year ended December 31, 2021 in accordance with FASB ASC Topic 718 disregarding any estimates of forfeitures. The assumptions used to calculate the value of stock and option awards are described in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

The non-employee members of our Board who held such position on December 31, 2021 held the following aggregate number of shares underlying unexercised options and unvested RSUs as of such date:


Name	Number of Shares Underlying Unexercised Options		Number of Unvested RSUs
Deborah Besemer		66,212		9,090
Kristin Frank		32,618		9,090
Gary Haroian		81,461		9,090
Diane Hessan		47,372		9,090
Scott Kurnit		79,668		9,090
Tsedal Neeley		18,832		14,312
Ritcha Ranjan		18,832		14,312
Thomas E. Wheeler		32,618		9,090

2022 Compensation

Effective April 1, 2022, the Board adopted an amended and restated non-employee director compensation policy, pursuant to which each of the non-employee members of our Board is entitled to the equity compensation described below. The Board adopted these changes to better align the total annual compensation of our directors with the median of our peer group.

•

Upon initial election to the Board, an initial RSU award with an aggregate value of $140,000, prorated based on the number of days from the date the new non-employee director is appointed to the Board until the Company’s next Annual Meeting of Stockholders, that vests in full as of the earlier of (i) the one-year anniversary of the Company’s previous annual meeting of our stockholders and (ii) the date of the annual meeting of our stockholders following such non-employee director’s appointment to the Board, provided, however, that all vesting ceases if the director resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation or acceleration of vesting. The shares underlying the initial grant of RSUs may not be sold while the non-employee director remains a Board member.

- 46 -

•

At each annual meeting of our stockholders, each continuing non-employee director will receive a RSU award with an aggregate value of $140,000, that vests in full after one year, provided, however, that all vesting ceases if the director resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation or acceleration of vesting.

•

All outstanding equity awards held by non-employee directors shall become fully vested and exercisable or nonforfeitable upon a Sale Event (as defined in our 2021 Stock Incentive Plan (the “2021 Plan”) or any successor equity incentive plan under which the award is granted).

Under such non-employee director compensation policy, our Board chairperson also receives an annual cash retainer of $90,000, and each of our other non-employee directors receives an annual cash retainer of $50,000, for general availability and participation in meetings and conference calls of our Board. Additionally, the Audit Committee chairperson receives an annual cash retainer of $20,000, each Audit Committee member receives an annual cash retainer of $10,000, the Compensation Committee chairperson receives an annual cash retainer of $20,000, each Compensation Committee member receives an annual cash retainer of $10,000, the Nominating and Corporate Governance Committee chairperson receives an annual cash retainer of $8,000 and each Nominating and Corporate Governance Committee member receives an annual cash retainer of $4,000.

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2021 regarding shares of common stock that may be issued under our equity compensation plans, consisting of our 2004 Plan, our 2012 Plan, our 2012 Inducement Plan, our 2014 Inducement Plan, our 2018 Inducement Plan and our 2021 Stock Incentive Plan (the “2021 Plan”). The 2004 Plan, the 2012 Plan and the 2021 Plan provide for the issuance of incentive and non-qualified stock options, restricted stock, and other equity awards to our employees, officers, directors, consultants and advisors. In conjunction with the effectiveness of the 2021 Plan, the Board voted that no further stock options or other equity-based awards may be granted under the 2012 Plan and, in conjunction with the effectiveness of the 2012 Plan, the Board voted that no further stock options or other equity-based awards may be granted under the 2004 Plan. The 2012 Inducement Plan, 2014 Inducement Plan and the 2018 Inducement Plan were approved by the Board in August 2012, January 2014 and April 2018, respectively, for use exclusively in the grant of equity awards to individuals who were not previously an employee or non-employee director of the company (or following a bona fide period of non-employment), as an inducement material to such individual’s entering into employment with the company, pursuant to Rule 5635(c)(4) of the NASDAQ Listing Rules.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options and RSUs			Weighted- average Exercise Price of Outstanding Options ($)⁽¹⁾		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by stockholders⁽²⁾		4,972,618	⁽³⁾		10.08		5,423,741	⁽⁴⁾
Equity compensation plans not approved by stockholders		645,750	⁽⁵⁾		9.81		646,155	⁽⁶⁾

Total		5,618,368			10.01		6,069,896

(1)

The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options to purchase shares of our common stock. It does not reflect the shares of our common stock that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price.

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(2)	These plans consist of the 2004 Plan, the 2012 Plan and the 2021 Plan.

(3)

This number includes 11,956 shares of our common stock subject to outstanding options granted under our 2004 Plan, 1,188,028 shares of our common stock subject to outstanding options granted under our 2012 Plan, 2,109,892 shares of our common stock subject to outstanding RSU awards under our 2012 Plan, 35,743 shares of our common stock subject to outstanding options granted under our 2021 Plan and 1,626,999 shares of our common stock subject to outstanding RSU awards under our 2012 Plan.

(4)	This number consists of 5,423,741 shares of our common stock available for issuance under our 2021 Plan.

(5)

This number includes 5,750 shares of our common stock subject to outstanding options granted under our 2014 Inducement Plan, 440,000 shares of our common stock subject to outstanding options granted under our 2018 Inducement Plan and 200,000 shares of our common stock subject to outstanding RSU awards granted under our 2018 Inducement Plan.

(6)	This number includes 37,780 shares available for issuance under our 2012 Inducement Plan and 608,375 shares of our common stock available for issuance under our 2014 Inducement Plan.

Rule 10b5-1 Sales Plans

Our policy governing transactions in our securities by directors, officers and employees permits our officers, directors and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company.

We anticipate that, as permitted by Rule 10b5-1 and our policy governing transactions in our securities, some or all of our officers, directors and employees may establish trading plans in the future. We intend to disclose the names of executive officers and directors who establish a trading plan in compliance with Rule 10b5-1 and the requirements of our policy governing transactions in our securities in our future quarterly and annual reports on Form 10-Q and 10-K filed with the SEC. However, we undertake no obligation to update or revise the information provided herein, including for revision or termination of an established trading plan.

Compensation Committee Interlocks and Insider Participation

During 2021, Ms. Frank, Mr. Haroian, Mr. Kurnit and Ms. Neeley served as members of our Compensation Committee. No member of the Compensation Committee was an employee or officer of Brightcove during 2021, a former officer of Brightcove, or had any other relationship with the company requiring disclosure herein.

During the last fiscal year, none of our executive officers served as: (1) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our Compensation Committee; (2) a director of another entity, one of whose executive officers served on our Compensation Committee; or (3) a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our Board.

Report of the Compensation Committee of the Board of Directors

The information contained in this Compensation Committee report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. No portion of this Compensation Committee report shall be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that Brightcove specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

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The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee

Kristin Frank (Chairperson)

Gary Haroian

Scott Kurnit

Tsedal Neeley

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RELATED PARTY TRANSACTIONS

Certain Relationships and Transactions

Other than compensation agreements and other arrangements which are discussed in “Compensation Discussion and Analysis,” in 2021, there was not, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party for which the amount involved exceeds or will exceed $120,000 and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of their immediate family had or will have a direct or indirect material interest.

Procedures for Approval of Related Party Transactions

Our Board reviews and approves transactions with directors, officers and holders of 5% or more of our capital stock and their affiliates, each of whom we refer to as a related party. We have adopted a written related party transaction approval policy that governs the review of related party transactions. Pursuant to this policy, our Audit Committee shall review the material facts of all related party transactions. The Audit Committee shall take into account, among other factors that it deems appropriate, whether the related party transaction is on terms no less favorable to us than terms generally available in a transaction with an unrelated third party under the same or similar circumstances and the extent of the related party’s interest in the related party transaction. Further, when stockholders are entitled to vote on a transaction with a related party, the material facts of the related party’s relationship or interest in the transaction are disclosed to the stockholders, who must approve the transaction in good faith.

TRANSACTION OF OTHER BUSINESS

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons appointed in the accompanying proxy intend to vote the shares represented thereby in accordance with their best judgment on such matters, under applicable laws.

ADDITIONAL INFORMATION

Procedures for Submitting Stockholder Proposals

Requirements for Stockholder Proposals to be Brought Before the Annual Meeting. Our bylaws provide that, for nominations of persons for election to our Board or other proposals to be considered at an annual meeting of stockholders, a stockholder must give written notice to our Secretary at 281 Summer Street, Boston, MA 02210, not later than the close of business 90 days, nor earlier than the close of business 120 days, prior to the first anniversary of the date of the preceding year’s annual meeting. However, the bylaws also provide that in the event the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be delivered not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Any nomination must include all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors in election contests or is otherwise required under Regulation 14A of the Exchange Act, the person’s written consent to be named in the proxy statement and to serve as a director if elected and such information as we might reasonably require to determine the eligibility of the person to serve as a director. As to other business, the notice must include a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest of such stockholder (and the beneficial owner) in the proposal. The proposal must be a proper subject for stockholder action. In addition, to make a nomination or proposal, the stockholder must be of record at the time the notice is made and must provide certain information regarding itself (and the beneficial owner),

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including the name and address, as they appear on our books, of the stockholder proposing such business, the number of shares of our capital stock which are, directly or indirectly, owned beneficially or of record by the stockholder proposing such business or its affiliates or associates (as defined in Rule 12b-2 promulgated under the Exchange Act) and certain additional information.

The advance notice requirements for the Annual Meeting are as follows: a stockholder’s notice shall be timely if delivered to our Secretary at the address set forth above not earlier than January 11, 2023 and not later than the close of business on February 10, 2023. However, if the date of our 2022 Annual Meeting of Stockholders occurs more than 30 days before or 60 days after May 11, 2023, the anniversary of the 2022 Annual Meeting, a stockholder notice will be timely if it is received at the address set forth above by the later of the close of business on (1) the 90th day prior to such annual meeting or (2) the tenth day following the day on which public announcement of the date of the meeting is made.

Requirements for Stockholder Proposals to be Considered for Inclusion in the Company’s Proxy Materials. In addition to the requirements stated above, any stockholder who wishes to submit a proposal for inclusion in our proxy materials must comply with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be to be included in our proxy materials relating to our 2023 annual meeting of stockholders, all applicable requirements of Rule 14a-8 must be satisfied and we must receive such proposals no later than December 2, 2022. Such proposals must be delivered to our Secretary, c/o Brightcove Inc., 281 Summer Street, Boston, MA 02210.

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		BRIGHTCOVE INC. 281 SUMMER STREET BOSTON, MA 02210				VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 10, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
						During The Meeting - Go to www.virtualshareholdermeeting.com/BCOV2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.


						VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 10, 2022. Have your proxy card in hand when you call and then follow the instructions.

						VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

D71181-P69421 KEEP THIS PORTION FOR YOUR RECORDS

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DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

BRIGHTCOVE INC.

For
All

Withhold
All

For All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2 and 3:

☐

1. To elect the following Class I Director Nominees

01) Kristin Frank

02) Scott Kurnit

For

Against

Abstain

2. To ratify the appointment of Ernst & Young LLP as Brightcove’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

☐

3. To approve, on a non-binding, advisory basis, the compensation of Brightcove’s named executive officers.

☐

This proxy, when properly executed, will be voted in the manner directed by you. If you do not give any direction, the proxy will be voted (i) “FOR” the election of each of the nominees for director; (ii) “FOR” the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; (iii) “FOR” approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers; and (iv) in the discretion of the proxies upon such matters as may properly come before the 2022 Annual Meeting.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be held May 11, 2022

The proxy statement and the 2021 Annual Report on Form 10-K

are available at http://www.proxyvote.com/brightcove2022

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D71182-P69421

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

BRIGHTCOVE INC.

The undersigned hereby appoints Marc DeBevoise, Robert Noreck and David Plotkin as proxies and attorneys-in-fact of the undersigned, each with the power to act without the other and with the power of substitution and hereby authorizes them to represent and vote all the shares of common stock of Brightcove Inc. (the “Company”), standing in the name of the undersigned on March 14, 2022, with all powers which the undersigned would possess if present at the Annual Meeting of Stockholders of the Company to be held on May 11, 2022 or at any adjournment or postponement thereof. Receipt of this Notice of the 2022 Annual Meeting of Stockholders and Proxy Statement and the 2021 Annual Report is hereby acknowledged.

In order for your vote to be submitted by this proxy, you must (i) properly complete the Internet voting instructions no later than 11:59 P.M. Eastern Time on May 10, 2022 or (ii) properly complete and return this proxy card so your vote is received prior to the vote at the 2022 Annual Meeting of Stockholders of the Company. Submitting your proxy by mail, via the Internet or by telephone will not affect your right to vote virtually should you decide to attend the 2022 Annual Meeting of Stockholders of the Company.

(Continued, and to be marked, dated and signed, on the other side)

SEC Form DEF 14A filed by Brightcove Inc.