Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Effective as of May 5, 2019, Mary Palermo Cotton retired as a Class I Director of SeaChange. Ms. Palermo Cotton had over 14
years of board service with SeaChange, and her decision to resign from the Board did not involve a disagreement with SeaChange on any matter relating to SeaChanges operations, policies or practices.
Effective as of May 6, 2019, SeaChange was also advised by Royce E. Wilson due to his increased responsibilities outside of SeaChange
that he has decided to not stand for election at the upcoming Annual Meeting as a Class II Director of SeaChange.
Fiscal 2020 Compensation and Bonus Plans
On May 5, 2019, the Compensation Committee of the Board of Directors of SeaChange International, Inc. (SeaChange) established
the fiscal year 2020 short-term incentive bonus plans (the 2020 Plans) for Peter Faubert and Marek Kielczewski, each a named executive officer of SeaChange.
The below-described 2020 Plans were established by the Compensation Committee of the Board of Directors of SeaChange after giving
consideration to compensation practices of SeaChanges peer companies, and commentary regarding executive compensation trends and practices, including that published by Institutional Shareholder Services.
Under the 2020 Plans, Mr. Faubert will be eligible to receive a target bonus of 60% of his base salary and Mr. Kielczewski will be
eligible to receive a target bonus of 60% of his base salary.
The bonuses are payable in cash and are earned based on SeaChange achieving
certain overall company financial objectives for fiscal 2020 related to Total Revenue and
Operating Income and based on individualized performance-based objectives.
The bonuses are determined upon conclusion of SeaChanges 2020 fiscal year.
The 2020 Plans provide that the Compensation Committee has the discretion to determine the amount paid under the 2020 Plans, whether or not
the criteria are satisfied. The 2020 Plans also provide that the amount payable may be adjusted upward or downward in predetermined amounts if actual performance exceeds or is below the target financial criteria, with a specified maximum upward
adjustment of fifty percent above target based upon each of
Operating Income and Total Revenue.