BCOV Brightcove Inc

(d) On March 14, 2017, the Board of Directors (the “Board”) of Brightcove Inc. (the “Company”) appointed Diane Hessan to the Board to fill a vacancy as a Class III director, to serve until the Company’s 2018 annual meeting of stockholders or until her successor is duly elected and qualified.

At the time of appointment, it was not determined whether Ms. Hessan would sit on any Board committee.

The Company expects to enter into an indemnification agreement with Ms. Hessan in connection with her appointment to the Board, which is expected to be in substantially the same form as that entered into with the other directors of the Company.

There is no arrangement or understanding pursuant to which Ms. Hessan was appointed to the Board. There are no family relationships between Ms. Hessan and any director or executive officer of the Company, and Ms. Hessan has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Hessan’s compensation will be consistent with that provided to all of the Company’s non-employee directors. Under the Company’s current non-employee director compensation policy, Ms. Hessan will receive an annual cash retainer of $30,000 for general availability and participation in meetings and conference calls of the Board. In connection with her initial election to the Board, Ms. Hessan will receive an initial equity award with an aggregate value of $130,000, split equally in value between restricted stock units and options to purchase shares of common stock (issued with an exercise price equal to the fair market value of the Company’s common stock on the grant date), that each vest in equal quarterly installments over three years, provided, however, that all vesting ceases if Ms. Hessan resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting. The shares underlying the initial grant of restricted stock units and stock options may not be sold while Ms. Hessan remains a Board member. At each annual meeting of our stockholders, so long as she has served as a director for at least the six months prior to such annual meeting of stockholders, Ms. Hessan will receive annual equity awards with an aggregate target value of $65,000, split equally in value between restricted stock units and options to purchase shares of common stock (issued with an exercise price equal to the fair market value of the Company’s common stock on the grant date), that each vest in full after one year, provided, however, that all vesting ceases if Ms. Hessan resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting.