April 8, 2016March 31, 2023

Dear Brightcove Stockholder:

I am pleased to invite you to attend the 20162023 Annual Meeting of Stockholders (the “Annual Meeting”) of Brightcove Inc. (“Brightcove”) to be held on Wednesday, May 11, 201610, 2023 at 9:00 a.m. Eastern Time, virtually, via a live webcast on the Internet at www.virtualshareholdermeeting.com/BCOV2023. You will be able to vote and submit your questions at such website during the offices of Goodwin Procter LLP, which are located at Exchange Place, 53 State Street, Boston, MA 02109.meeting.

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 20162023 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, 2022, or the Annual Report. We plan to mail the Notice on or about March 31, 2023, 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 in personvirtually 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,

Marc DeBevoise

David Mendels

Chief Executive Officer & Director

BRIGHTCOVE INC.

290 Congress Street

Boston, MA 02210

NOTICE OF 20162023 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that Brightcove Inc. will hold its 20162023 Annual Meeting of Stockholders (the “Annual Meeting”) on Wednesday, May 11, 201610, 2023 at 9:00 a.m. Eastern Time, virtually, via a live webcast on the Internet at the offices of Goodwin Procter LLP, which are located at Exchange Place, 53 State Street, Boston, MA 02109,www.virtualshareholdermeeting.com/BCOV2023, for the following purposes:

Only stockholders of record at the close of business on March 28, 201615, 2023 are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement. If you plan to attend the Annual Meeting in person, you should be prepared to present photo identification such as a valid driver’s license and verification of stock ownership for admittance. You are entitled to attend the Annual Meeting only if you were a stockholder of record as of the close of business on March 28, 201615, 2023 or hold a valid proxy for the Annual Meeting. If you are a stockholder of record, your ownership as ofTo be admitted to the record date will be verified prior to admittance into the meeting. If you are not a stockholder of record but hold shares through a broker, trustee, or nominee,Annual Meeting at www.virtualshareholdermeeting.com/BCOV2023, you must provide proof of beneficial ownership as ofenter the record date, such as an account statementcontrol number found on your proxy card, voting instruction form or similar evidence of ownership. Please allow ample time fornotice you received. You may vote during the admittance process.Annual Meeting by following the instructions available on the meeting website during the meeting.

By Order of the Board of Directors,

David Plotkin

General CounselChief Legal Officer

Boston, Massachusetts

April 8, 2016March 31, 2023

TABLE OF CONTENTS

PROXY STATEMENT

FOR THE 20162023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD WEDNESDAY, MAY 11, 201610, 2023

GENERAL INFORMATION

Our Board of Directors (the “Board”) solicits your proxy on our behalf for the 20162023 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 20162023 Annual Meeting of Stockholders (the “Notice”). The Annual Meeting will be held at 9:00 a.m. Eastern Time on Wednesday, May 11, 201610, 2023, virtually, via a live webcast on the Internet at www.virtualshareholdermeeting.com/BCOV2023. You will be able to vote and submit your questions at such website during the offices of Goodwin Procter LLP, which are located at Exchange Place, 53 State Street, Boston, MA 02109.meeting. We made this Proxy Statement available to stockholders beginning on April 8, 2016.March 31, 2023.

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., 290 Congress281 Summer Street, Boston, MA 02210.

Votes withheld from any nominee, abstentions and “broker non-votes” (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.

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Revoking Your Proxy

Stockholders of record may revoke their proxies by attending the Annual Meeting and voting in person,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 thea 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.firm and following their instructions prior to the applicable cutoff time.

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A summary of our annual meeting proposals and applicable vote standards is set forth below:

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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.

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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 Kristin Frank and Scott Kurnit, expires at the 2025 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 IIIII directors, currently Gary Haroian, Diane Hessan and Ritcha Ranjan, expires at the 2017 annual meeting. The term of the Class III directors expires at the 20182024 annual meeting. Directors are elected to hold office for a three-year term or until the election and qualification of their successors in office.

Nominees

Based on the recommendation of the nominatingNominating and corporate governance committeeCorporate Governance Committee of our Board, our Board has nominated Deborah Besemer, Scott KurnitMarc DeBevoise, Tsedal Neeley and David OrfaoThomas E. Wheeler for election as directors to serve for a three-year term ending at the 20192026 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.

Under our bylaws, directors are elected by plurality vote. This means that the three director nominees receiving the highest number of votes “For” will be elected as directors. You may vote for all the director nominees, withhold authority to vote your shares for all the director nominees or withhold authority to vote your shares with respect to any one or more of the director nominees. Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “for”“For” the election of each nominee. nominee named in this Proxy Statement. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Broker non-votes will have no effect on the election of the nominees.

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 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 nominatingNominating and corporate governance committeeCorporate 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 nominatingNominating and corporate governance committeeCorporate 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.

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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.Market (“NASDAQ”).

Nominees for Election for a Three-Year Term Ending at the 20192026 Annual Meeting

Deborah Besemer,61,Marc DeBevoise, 46, has served as one of our directors since 2008. From May 2009 until March 2010, Ms. Besemer held the position ofand as our Chief Executive Officer since March 2022. From September 2021 to December 2022, he served as Vice Chairman of Gemvara Inc.the Board and President of Argus Capital Corp., a tech-driven-media focused special purpose acquisition corporation (NASDAQ: ARGU). From 1999November 2019 to 2006, Ms. BesemerDecember 2020, he served as Chief Executive Officer and President of ViacomCBS Digital (previously known as CBS Interactive) and as Chief Digital Officer of ViacomCBS (now Paramount Global; NASDAQ: PARA). From July 2016 to November 2019, Mr. DeBevoise served as President and Chief ExecutiveOperating Officer of BrassRing,CBS Interactive. From November 2018 until June 2022, Mr. DeBevoise served as a providermember of talent management solutions. From December 1997 to July 1998, Ms. Besemer held the position of President of Systemsoft Corporation, a software company, and from June 1986 to November 1997, she was employed by Lotus Development Corporation, a

software company, most recently as Executive Vice President of Worldwide Field Operations. She has served on the board of several public companies, including Double-Take Software,directors, and from July 2021 until June 2022, the audit committee of the board, at Limelight Networks (now Edgio, Inc.; NASDAQ: EGIO), a provider of information availability software, Systemsoft Corporation, a software company,edge cloud, content delivery and Eprise Corporation, a content management software company. Ms. Besemer currently serves onsecurity computing services. Earlier in his career Mr. DeBevoise held executive roles at NBC Universal and Starz and also spent numerous years in the board of Halogen Software (HGN), a Canadian company traded on the Toronto stock exchange providing cloud-based Talent Management Software. She is a former Chairperson of the Massachusetts Software Council (now known as the Massachusetts Technology, Leadership Council)Media, and served on their Board of Trustees for nine years. Ms. Besemer holds aTelecommunications Investment Banking Group at JPMorgan. He earned his B.A. in FrenchEconomics and Computer Science from Cedar Crest College and an M.B.A. from Rutgers University. Ms. Besemer was selected to serve on our Board due to her extensive experience in leadership and sales positions in online service companies.

Scott Kurnit,62, has served as one of our directors since 2005. Mr. Kurnit is the Chairman of Keep Holdings, Inc., a media/commerce company and an active angel investor. Prior to founding Keep Holdings, Mr. Kurnit founded and served as Chairman and Chief Executive Officer of About Inc., an online resource company. Mr. Kurnit serves on the boards of Keep Holdings, The Mianus River Gorge Preserve and the Stein Eriksen Lodge. 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.

David Orfao,56, has served as one of our directors since 2004. Mr. Orfao co-founded General Catalyst Partners in 2000 and currently is a Managing Director. Prior to joining General Catalyst Partners, Mr. Orfao was the President, Chief Executive Officer and director of Allaire Corporation from 1997 to 2000. Currently, Mr. Orfao serves on the boards of numerous privately-held companies. Mr. Orfao holds a B.A. in Business and Accounting from Norwich University. Mr. Orfao was selected to serve as a director on our Board due to his experience providing guidance and counsel to a wide variety of Internet and technology companies, and his service on the boards of directors of a range of public and private companies.

Directors Continuing in Office Until the 2017 Annual Meeting

David Mendels,50, who became our Chief Executive Officer on March 31, 2013, had previously served as our President and Chief Operating Officer since January 2010 and has served as one of our directors since October 2008. Prior to joining Brightcove, Mr. Mendels served as Senior Vice President and General Manager at Adobe Systems Incorporated, a software company, from December 2005 to August 2008. Mr. Mendels had no full time employment between leaving Adobe in August 2008 and joining our board in October 2008. He joined Adobe when it acquired Macromedia, Inc., where he was a member of the executive team and Executive Vice President and General Manager. Mr. Mendels joined Macromedia in 1992 and served in many roles, including leading Japan sales and establishing Macromedia K.K., leading Worldwide Marketing, and as General Manager of Macromedia’s web publishing business unit. Mr. Mendels holds a B.A. in East Asian Studies from WesleyanTufts University and an M.A.earned his M.B.A. with distinction in JapaneseEntertainment, Media & Technology and Finance from the UniversityNYU’s Stern School of California at Berkeley.Business. Mr. MendelsDeBevoise was selected to serve on our Board due to the perspective and experience he brings as our Chief Executive Officer and his extensive backgroundprior experience as an executive in the Internetmedia, technology, digital, and softwarestreaming industries.

Derek Harrar,45,Tsedal Neeley, 50, has served as one of our directors since January 2014. FromAugust 2020. She has been a professor at the Harvard Business School since 2007 to 2010, Mr. Harrar served asand has been the Naylor Fitzhugh Professor of Business Administration at the Harvard Business School since 2018, and the Senior Vice PresidentAssociate Dean of Faculty Research and General Manager, Video, at Comcast Cable Communications, LLC. From 2006 to 2007, Mr. Harrar was Vice President, Video Product Management at Comcast Cable. From 2005 to 2006, Mr. Harrar was Vice President, Subscriber Equipment at Comcast Cable. From 2004 to 2005, Mr. Harrar was Vice President, Business Development at Comcast Cable. Prior to joining Comcast Cable, Mr. Harrar was Co-Foundersince 2021. Dr. Neeley is also the Faculty Chair for the Christensen Center for Teaching and Vice President, Business Development at MegaSense, Inc., a developerLearning. She has been the head of photonic micro-modulesthe required Leadership and micro-subsystems, from 2001 to 2003Organizational Behavior course in the MBA program and an investment banker with Morgan Stanley in Silicon Valley, California and New York, New York from 1993 to 2000. Mr. Harrar currentlyco-chairs the executive offering, Leading Global Businesses. Dr. Neeley has also chaired faculty recruitment. She serves on the boardBoard of YuMe,Directors of Brown Capital Management, Harvard Business Publishing, and the Partnership Inc., and is a providermember of global audience technologies,Rakuten Inc.’s People and also serves onCulture Lab Advisory Board. Dr. Neeley is the boardsauthor of several privately-held companies.books, articles, cases and a simulation focusing on transformation including the virtualization of work, globalization, and digital 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, 76, 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. HarrarWheeler 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 Administration and AccountingInternational Trade from Washington and LeeThe Ohio State University. Mr. HarrarWheeler was selected to serve on our Board due to his extensive background and leadership positions in the digital mediapublic and cable industries.

Chet Kapoor, 41, is the Managing Partner of Tenzing Global, a San Francisco-based investment manager, which he co-founded in 2011. The firm focuses on value investments in the technology, media telecommunications and consumer sectors. Prior to founding Tenzing Global, Mr. Kapoor served as a Managing Partner and Head of Equities at Perry Capital, where he led a team of ten professionals to invest in technology, media, telecommunications, healthcare and consumer stocks. Mr. Kapoor was employed by Perry Capital from 2004 to 2010. Mr. Kapoor was an Associate at Blum Capital in San Francisco from 2000 to 2002, where he focused on value investing across several industries. He began his career as a Financial Analyst in investment banking with CS First Boston. Mr. Kapoor currently serves on the board of Care.com, an online destination for care. Mr. Kapoor holds a B.Sc. in Mechanical Engineering and a B.A. in English from Rice University and an M.B.A. from Stanford University. He was born in Mumbai, India and grew up in Nairobi, Kenya. Mr. Kapoor was selected to serve on our Board due to his significant financial expertise and in-depth knowledgeprivate sectors of the technology and media industries.telecommunications industry.

Directors Continuing in Office Until the 20182024 Annual Meeting

Jeremy Allaire,44, our Chairman, previously served as our Chief Executive Officer and Chairman from the time he co-founded Brightcove in 2004 until March 31, 2013. Mr. Allaire has served as the Founder and Chief Executive Officer of Circle Internet Financial Limited, an online payments company, since July 2013. Prior to founding Brightcove, Mr. Allaire served as a technologist and entrepreneur-in-residence for venture capital firm General Catalyst Partners from March 2003 to August 2004. Before joining General Catalyst Partners, Mr. Allaire was Chief Technology Officer of Macromedia, Inc., a software company, from January 2001 to February 2003. Mr. Allaire joined Macromedia in January 2001 in connection with its merger with Allaire Corporation, a software company, where Mr. Allaire was a co-founder and Chief Technology Officer. Mr. Allaire holds a B.A. in philosophy and political science from Macalester College. Mr. Allaire was selected to serve on our Board due to the perspective and experience he brings as our former Chief Executive Officer and his extensive background in the Internet and software industries.

Gary E. Haroian64, ,71,has served as one of our directors since April 2014. From 20001983 to 2002, Mr. Haroian served inheld various positions, including as Chief Financial Officer, Chief Operating Officer and Chief Executive Officer at Bowstreet, Inc., a provider of software application tools. From 1997 to 2000, Mr. Haroian served as Senior Vice President of Finance and Administration and Chief Financial Officer of Concord Communications, Inc., a network management software company. From 1983 to 1996, Mr. Haroian served in various positions, including Chief Financial Officer, President, Chief Operating Officer and Chief Executive Officer, atfor three companies, Stratus Computer, Inc., a provider of continuous availability solutions.1983 to 1996, where he served as CFO, COO and CEO, Concord

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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, a battery systems company, fromInc., 2006 to 2012;2012, Network Engines, Inc., a provider of server appliance solutions, from 2003 to 2011;2011, Unica Corporation, a provider of enterprise marketing management software, from 2009 to 2010; Phase Forward Incorporated, a provider of clinical trials and drug safety software, from2010, PhaseForward, Inc., 2005 to 2010;2010, Authorize.Net Holdings Inc. (formerly known as Lightbridge, Inc.), a provider of transaction and payment processing services, from 2005 to 2007;2007, and Embarcadero Technologies, Inc., a provider of database management solutions, from 2004 to 2006. Mr. Haroian currently serveshas served as chairman of audit committees for a majority of these companies as well as a directormember of Aspen Technology, Inc., a providercompensation, nominating and governance, and special committees of process optimization software solutions and EnerNoc, Inc., a providerseveral of cloud-based energy intelligence software and services.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,68, has served as one of our directors since March 2017 and our Chairman since May 2022. 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, 47, has served as one of our directors since August 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 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 M.B.A. 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.

Directors Continuing in Office Until the 2025 Annual Meeting

Kristin Frank, 57, 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 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 boards of AdPredictive and G/O Media. 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

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Executive Officers

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

Kevin R. Rhodes, Robert Noreck, 47, has served as our Chief Financial Officer since December 2014. From September 2009 through November 2014, Mr. Rhodes served as Executive Vice President and Chief Financial Officer of

PlumChoice,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 specialized technical services. From April 2001 to September 2009, he served as Chief Financial Officer of Edgewater Technology, Inc., a businesslive digital sports and IT consulting firm.original content. Mr. RhodesNoreck holds a B.S. in Accounting and Finance from Merrimack CollegeBinghamton University and an M.B.A., with distinguished honors, from the F.W. Olin School of Business at Babson College.

Andrew Feinberg,51,David Plotkin, 55, has served as our President, International Operations since July 2015. Prior to that, Mr. Feinberg served as our Chief Legal Officer from 2005 throughsince July 2017. Mr. Plotkin also has responsibility for our business security, procurement, corporate IT and facilities operations. From July 2015 andto July 2017, Mr. Plotkin served as our ExecutiveGeneral Counsel. Prior to that, Mr. Plotkin served as our Vice President, Asia PacificBusiness and Japan,Legal Affairs, and Deputy General Counsel, from August 2008 through 2012to July 2015. From July 2007 to August 2008, Mr. Plotkin was our Director, Business and from 2014 through 2015. Mr. Feinberg also had responsibility for Human Resources and Emerging Markets from 2012 through 2014.Legal Affairs. Prior to joining Brightcove, Mr. FeinbergPlotkin was at Lycos, a search engine provider,lawyer with Prince, Lobel, Glovsky & Tye LLP from 1999January 2003 to 2005, serving as Vice PresidentJuly 2007 and General Counselwith Hill & Barlow from 2001September 2000 to 2005.December 2002. Before joining Lycos,Hill & Barlow, Mr. Feinberg was an attorney with Choate, Hall & Stewart, LLP in Boston, Massachusetts from 1997 to 1999 and with Shearman & Sterling LLP in New York, New York from 1991 to 1997. Before joining Shearman & Sterling, Mr. FeinbergPlotkin served as a Law Clerk to United States District Judge T.F. Gilroy Daly in the District of Connecticut.Alvin W. Thompson from September 1999 to September 2000. Mr. FeinbergPlotkin received his J.D. from Cornell Law School, where he was an Editor of the Cornell Law Review,Northeastern University and his B.A. from TuftsThe George Washington University.

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CORPORATE GOVERNANCE

Board Independence

The Board has determined that each of our directors, except for Mr. MendelsDeBevoise as Chief Executive Officer, and Mr. Allaire as a former 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 Marketplace Rules.

At least annually, the Board will evaluate all relationships between usBrightcove 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 http://investor.brightcove.com/governance.cfm.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., 290 Congress281 Summer Street, Boston, MA 02210, Attention: General Counsel.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)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 http://investor.brightcove.com/governance.cfm.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 2015,2022, the Board held seventen meetings and acted by unanimous written consent on threefour occasions. The Board has three standing committees:

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 2015.2022. 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 2022 Annual Meeting.

Committees

Our bylaws provide that the Board may delegate responsibility to committees. The Board has three standing committees: an audit committee,Audit Committee, a compensation committee,Compensation Committee, and a nominatingNominating and corporate governance committee.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 http://investor.brightcove.com/governance.cfm.corporate-governance.

Audit Committee

Mr. Haroian, Ms. BesemerRanjan and Messrs. Haroian and HarrarMr. Wheeler currently serve on the audit committee,Audit Committee, which is chaired by Mr. Haroian. The Board has determined that each member of the audit committeeAudit Committee is “independent” for audit committeeAudit Committee purposes as that term is defined under Rule 10A-3 of the Exchange Act and the applicable NASDAQ Stock Market rules. Each member of the audit committeeAudit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and NASDAQ Stock Market.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’sAudit Committee’s responsibilities include:

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The audit committeeAudit Committee met sixfive times during the fiscal year ended December 31, 2015.2022. The audit committeeAudit 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 http://investor.brightcove.com/governance.cfm.corporate-governance.

Compensation Committee

Ms. BesemerFrank, Mr. Haroian, Mr. Kurnit, Ms. Neeley and Messrs. Harrar, Kapoor and KurnitMs. Ranjan currently serve on the compensation committee,Compensation Committee, which is chaired by Ms. Besemer.Frank. The Board has determined that each member of the compensation committeeCompensation Committee is “independent” as that term is defined in the applicable SEC and NASDAQ Stock Market rules. The compensation committee’sCompensation Committee’s responsibilities include:

The compensation committeeCompensation Committee met foureight times and took action by unanimous written consent twoseven times during the fiscal year ended December 31, 2015.2022. The compensation committeeCompensation 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 http://investor.brightcove.com/governance.cfm.corporate-governance.

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Nominating and Corporate Governance Committee

Ms. BesemerFrank, Mr. Kurnit, Ms. Neeley and Messrs. Haroian, Harrar and KurnitMr. Wheeler currently serve on the nominatingNominating and corporate governance committee,Corporate Governance Committee, which is chaired by Mr. Haroian.Wheeler. The Board has determined that each member of the nominatingNominating and corporate governance committeeCorporate Governance Committee is “independent” as that term is defined in the applicable SEC and NASDAQ Stock Market rules. The nominatingNominating and corporate governance committee’sCorporate Governance Committee’s responsibilities include:

The nominatingNominating and Corporate Governance Committee also oversees our corporate governance committeeand 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” included under Corporate Governance.

The Nominating and Corporate Governance Committee met one timetwo times and took action by unanimous written consent one time during the fiscal year ended December 31, 2015.2022. The nominatingNominating and corporate governance committeeCorporate 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 http://investor.brightcove.com/governance.cfm.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 nominatingNominating and corporate governance committee,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 nominatingNominating and corporate governance committeeCorporate 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 nominatingNominating and corporate governance committeeCorporate 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 nominatingNominating and corporate governance committeeCorporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the nominatingNominating and corporate governance committee.Corporate Governance Committee. The nominatingNominating and corporate governance committeeCorporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominatingNominating and corporate governance committeeCorporate Governance Committee deems to be appropriate in the evaluation process. The nominatingNominating and corporate governance committeeCorporate 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 nominatingNominating and corporate governance committeeCorporate Governance Committee recommends candidates for the Board’s approval as director nominees for election to the Board.

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Minimum Qualifications

The nominatingNominating and corporate governance committeeCorporate Governance Committee will consider, among other things, these and otherthe 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.

In evaluating proposed director candidates, the nominatingNominating and corporate governance committeeCorporate 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.

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Stockholder Recommendations

Stockholders may submit recommendations for director candidates to the nominatingNominating and corporate governance committeeCorporate Governance Committee by sending the individual’s name and qualifications to our Secretary at Brightcove Inc., 290 Congress281 Summer Street, Boston, MA 02210, who will forward all recommendations to the nominatingNominating and corporate governance committee.Corporate Governance Committee. The nominatingNominating and corporate governance committeeCorporate 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, stockholders who intend to solicit proxies at our 2024 Annual Meeting in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 10, 2024.

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 Chairman of the Board via U.S. Mail or Expedited Delivery Service to: Brightcove Inc., 290 Congress281 Summer Street, Boston, MA 02210, Attn: Chairman 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., 290 Congress281 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 Chairman 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 Chairman 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 Chairman and our Chief Executive Officer in the manner that it believes is in the best interests of our stockholders. Accordingly, the Chairman and the Chief Executive Officer may be filled by one individual or two. The Board has currently determined that having Jeremy Allaire serve as Chairman and David Mendels serve as Chief Executive Officer is in the best interests of the stockholders. We currently separate the roles of Chief Executive Officer and Chairman 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 Chairman, Diane Hessan, 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.

Board’s Role in Risk Oversight

The Board is involved in the oversight of risks that could affect us.the company and receives updates at least quarterly from senior management, and periodically from outside advisors, regarding the various risks that the company faces. In carrying out its risk oversight responsibilities, the Board reviews the long- and short-term internal and external risks facing the company through its participation in long-range strategic planning, and ongoing reports from various standing committees of the Board that address risks inherent in their respective areas of oversight. This oversight is conducted primarily through the audit committee,Audit Committee, which on behalf of the Board, is charged with overseeing the principal risk exposures we face and our mitigation efforts in respect of

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these risks. The audit committeeAudit 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 committeeCompensation 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. At the management level, we have established disclosure controls to monitor our compliance with securities disclosure obligations.

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 committeeCompensation 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 a director, executive officer, or employee is aware of material, non-public information or otherwise is not permitted to trade in company securities. Our insider trading policies prohibitpolicy prohibits all directors, executive officers, and employees from buying our securities on margin, or holding suchour securities in a margin account, and, without the prior approval by the audit committee which must have at least two (2) weeks to consider any request for approval, buying or selling derivatives on suchour securities, engaging in short sales involving suchour securities, engaging in hedging transactions with respect to our securities, or pledging our securities as collateral for a loan. To date no

ESG

At Brightcove, by providing trusted streaming technology, we help our customers reach and connect audiences and communities through video. As a trusted global technology provider, we recognize our responsibility to the environment and all of the people we impact, from our customers and their audiences, to our employees and their families, to the local communities where we work. We are guided by our commitment to responsible business through a culture that respects our employees and communities, our environment, and fundamental privacy rights. We believe that our products and services enable our customers to better meet their ESG objectives as well.

Our Culture

Brightcove employees are a team of smart, passionate people who are dedicated to making Brightcove the most trusted streaming technology company in the world. We have built a culture centered on 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 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.

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Our Workplace Experience

We believe in treating all people with respect and celebrating our diverse backgrounds, ideas and perspectives. At a fundamental level, we have created a workplace that respects human rights. Our policies, such requestsas the Brightcove Code of Business Conduct and Ethics, formalize our commitment to a workplace culture that is free of harassment, intimidation, bias and unlawful discrimination. We strictly prohibit discrimination or harassment and we encourage employees to speak up if they become aware of wrongdoing through our avenues for anonymous reporting.

Our Supply Chains

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Our Sustainability Program

We believe we operate our facilities in a way that reduces our environmental impact. We have been madea low carbon footprint as a technology 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, such as our new offices in Boston and London, we select spaces in green buildings that pride themselves on their energy efficiency, utilizing various practices, such as making use of natural light, using plants to incorporate the natural world into the working environment, 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 streaming technology also enables our customers to be more sustainable by supporting remote communications, e-commerce without the need for physical locations, and the consumption of content at home instead of through less efficient means.

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 approved.

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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, 20162023 and to audit the effectiveness of our internal control over financial reporting as of December 31, 20162023 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 committeeAudit 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.

To be approved, this proposal must receive “For” votes from a majority of the votes cast by the holders of all of the shares of common stock present or represented by proxy at the meeting and voting on such proposal. Abstentions will have no effect on this proposal. This proposal is considered to be a “routine” matter. Accordingly, if you beneficially own your shares and do not provide voting instructions, your broker, bank or other agent has discretionary authority to vote your shares on this proposal.

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 committeeAudit 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 committeeAudit 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 committeeAudit 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’sAudit Committee’s next scheduled meeting, the audit committeeAudit Committee has authorized its Chairpersonchairperson to pre-approve services. Engagements so pre-approved are to be reported to the audit committeeAudit Committee at its next scheduled meeting.

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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 20152022 and 2014:2021:

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

Recommendation of the Board

Report of the Audit Committee of the Board of Directors

The information contained in this audit committeeAudit 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 committeeAudit 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 statementProxy 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 committeeAudit Committee of the Board. The audit committeeAudit Committee currently consists of the three directors whose names appear below. None of the members of the audit committeeAudit Committee is an officer or employee of Brightcove, and the Board has determined that each member of the audit committeeAudit Committee is “independent”

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“independent” for audit committeeAudit Committee purposes as that term is defined under Rule 10A-3 of the Exchange Act, and the applicable NASDAQ Stock Market rules. Each member of the audit committeeAudit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and NASDAQ Stock Market.NASDAQ. The Board has designated Mr. Haroian as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit committeeAudit Committee operates under a written charter adopted by the Board.

The audit committee’sAudit 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 committeeAudit Committee has reviewed the company’s consolidated financial statements for 20152022 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 committeeAudit 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.

The audit committeeAudit 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 committeeAudit 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 committeeAudit 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’sErnst & Young LLP’s communications with the audit committeeAudit 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 committeeAudit Committee recommended to the Board that the company’s audited consolidated financial statements for 20152022 be included in its Annual Report on Form 10-K for 2015.2022.

Audit Committee

Gary Haroian (Chairperson)

Deborah BesemerRitcha Ranjan

Derek Harrar

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT- 22 -

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.

To be approved, on a non-binding, advisory basis, this proposal must receive “For” votes from a majority of the votes cast by the holders of all of the shares of common stock present or represented by proxy at the meeting and voting on such proposal. Abstentions and broker non-votes will have no effect on this proposal.

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

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PROPOSAL FOUR

APPROVAL OF AMENDMENT NO. 1 TO THE BRIGHTCOVE INC. 2021 STOCK INCENTIVE PLAN

Proposal

On March 15, 2023, upon the recommendation of the Compensation Committee, our Board approved Amendment No. 1 to the Brightcove Inc. 2021 Stock Incentive Plan (the “2021 Plan” and, as amended, the “Amended Plan”), subject to approval from our stockholders at the Annual Meeting. The Amended Plan will increase the number of shares of common stock authorized for issuance under the 2021 Plan from 6,200,000 shares to 13,200,000 shares, an increase of 7,000,000 shares (the “Share Increase”). The Share Increase to the share reserve is the only proposed change under Amendment No. 1 to the 2021 Plan.

To be approved, this proposal must receive “For” votes from a majority of the votes cast by the holders of all of the shares of common stock present or represented by proxy at the meeting and voting on such proposal. Abstentions and broker non-votes will have no effect on this proposal.

Rationale for Share Increase

We operate in a highly competitive talent market and our future success depends to a great extent on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees.

Our compensation philosophy includes providing long-term equity incentive awards to a meaningful number of employees, as we believe this helps motivate and retain employees and aligns their interests with those of our stockholders by allowing them to participate in the longer-term success of Brightcove. The potential for appreciation in the price of our common stock also creates an opportunity for employees to think of themselves as owners of Brightcove.

As of March 20, 2023, only 401,811 shares of common stock were available for issuance under the 2021 Plan and the Board and Compensation Committee have determined that the remaining share reserve under the 2021 Plan will not be sufficient for our anticipated equity award needs for the remainder of 2023 and beyond. Our practice has generally been to grant equity awards that have a target value equal to a dollar amount that our Compensation Committee determines is competitive with the target value of long-term incentive awards granted by our peers, taking into account our overall pay mix relative to our peers and the appropriate balance of annual cash incentives and equity awards. Our equity awards are therefore a critical piece of our compensation program, which allows us to attract, retain and incentivize the talented and qualified employees necessary for our continued growth and success. Over the past year, our stock price has declined significantly, consistent with the market as a whole and, in particular, for companies in the technology sector. As a consequence, the necessary equity grants we have made to employees to provide similar value to those typically issued prior to the decline have utilized substantially more shares than originally contemplated at the time the 2021 Plan was adopted. At the same time, various factors, such as inflation and the post-COVID employment market, have made the competition for talent in our market more competitive and driven compensation higher.

On March 13, 2023, the Compensation Committee adjusted the structure of long-term awards for our executive officers for 2023 to better align their incentives with driving shareholder value, and approved awards to the executive officers under the new program. These awards consist of premium-priced stock options and restricted stock units, with the target value split evenly between the two types of awards. The premium-priced stock options are performance-based grants and have an exercise price of $7.00 and will therefore only have value if our stock price appreciates by at least 59% from the closing stock price on the date of grant. Given the recent decline in the Company’s stock price, the Compensation Committee determined that it was appropriate to convert the target dollar values of the awards into shares based on the 20-day trailing average price of the common stock as of February 28, 2023, which was $6.41 per share, in order to manage our dilution and overhang

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and ensure that there must be significant appreciation in the price of our common stock for the executive officers to recognize any value from the premium-priced stock options and to recognize the target value of the restricted stock unit awards. As compared to restricted stock units, premium-priced stock options require us to grant a meaningfully higher number of shares from the 2021 Plan, which we believe is appropriate given that these awards will only have realizable value if we deliver substantial returns for our stockholders.

We believe the Share Increase is necessary for us to continue to offer a competitive broad-based equity incentive program that enables us to recruit, motivate and retain talented and highly qualified employees and directors who are critical to our future plans and our ability to successfully operate our business. While the Board and the Compensation Committee have considered alternatives to the issuance of equity awards as a means to provide long-term incentives to our key employees, including the adoption of additional cash-based incentives, our Board and Compensation Committee believe equity awards are the most effective mechanism for creating long-term incentives for value generation. In addition, offering additional cash-based incentives in lieu of equity awards could have a significant effect on our financial and operating results, put us at a competitive disadvantage in the market for talent and reduce the alignment between the interests of our employees and those of our stockholders.

In determining the size of the Share Increase under the Amended Plan, our Board and Compensation Committee worked with management and an independent compensation consultant to evaluate a number of factors, including our corporate strategy and compensation needs, our compensation philosophy of broad-based eligibility for equity incentive awards, our recent and projected share usage, and the total potential dilution of the proposed Share Increase. The Board and Compensation Committee believe that approving an additional 7,000,000 shares for issuance under the Amended Plan is appropriate and in the best interests of stockholders given the highly competitive environment in which we compete for talent, the recent volatility in the capital markets and its impact on our stock price, and our projected share usage.

Summary of Key Stock Plan Data

Burn Rate

The following table sets forth certain information known to us regarding historical awards granted and earned during 2020, 2021 and 2022 and the beneficial ownershipcorresponding burn rate, which is defined as the number of our common stock as of March 1, 2016, for:

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, andshares subject to community property laws where applicable, we believe, based onequity-based awards granted in a year divided by 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 sharesweighted average number of common stock shown as beneficially owned by them.

The table lists applicable percentage ownership based on 32,759,524 shares of common stock outstanding for that year, for each of the last three fiscal years:

Our burn rate was lower than our historical average in 2020 as our stock price increased over 100% in the year, which allowed us to use less equity to compensate our executives and high-performing employees. Our burn rate in 2022 exceeded our historical average on account of equity grants to new-hire executives, or newly-promoted executives, including to our new Chief Executive Officer, Chief Strategy and Corporate Development Officer, Chief Revenue Officer and Chief People Officer, as well as the significant decline in our stock price,

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consistent with the market as a whole and particularly the technology sector. We also note that we have a meaningful overhang of underwater options equal to 1,419,768 shares of common stock outstanding, with a weighted average exercise price of $9.39, which is significantly above the current stock price.

We anticipate that if our request to increase the share reserve is approved by our stockholders, it will be sufficient to provide equity incentives to attract, retain, and motivate executives and employees for up to the next two years.

Summary of the Amended Plan

The following description of certain features of the Amended Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2021 Plan, which is filed as an exhibit to our Annual Report on Form 10-K, and Amendment No. 1 to the 2021 Plan, which is attached hereto as Exhibit A.

Administration. The Amended Plan will continue to be administered by the Compensation Committee. The Compensation Committee has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the Amended Plan. The Compensation Committee may delegate to a committee consisting of one or more of our officers the authority to grant awards to employees who are not subject to the reporting and other provisions of Section 16 of the Exchange Act, subject to certain limitations and guidelines.

Eligibility; Plan Limits. All of our employees, non-employee directors and consultants are eligible to participate in the Amended Plan, subject to the discretion of the administrator, and as of March 1, 2016. OptionsDecember 31, 2022 over 99% of our employees held equity awards. As of December 31, 2022, approximately 858 individuals would have been eligible to participate in the Amended Plan had it been effective on such date, which includes three executive officers, 723 employees who are not executive officers, seven non-employee directors and 125 consultants. There are certain limits on the number of awards that may be granted under the Amended Plan. For example, no more than 13,200,000 shares of common stock may be granted in the form of incentive stock options.

Director Compensation Limit. The Amended Plan provides that the value of all awards awarded under the Amended Plan and all other cash compensation paid by us to any non-employee director in any calendar year shall not exceed $750,000; provided, however, that such amount shall be $1,000,000 for the calendar year in which the applicable non-employee director is initially elected or appointed to the Board.

Minimum Vesting Period. The minimum vesting period for each equity award granted under the Amended Plan must be at least one year, provided (1) that up to 5% of the shares authorized for issuance under the Amended Plan may be utilized for unrestricted stock awards or other equity awards with a minimum vesting period of less than one year and (2) annual awards to non-employee directors that occur in connection with the company’s annual meeting of stockholders may vest on the date of the company’s next annual meeting of stockholders. In addition, the Compensation Committee may grant equity awards that vest within one year (i) if such awards are granted as substitute awards in replacement of other awards (or awards previously granted by an entity being acquired (or assets of which are being acquired)) that were scheduled to vest within one year or (ii) if such awards are being granted in connection with an elective deferral of cash compensation that, absent a deferral election, otherwise would have been paid to the grantee within the one year.

Stock Options. The Amended Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. Options granted under the Amended Plan will be non-qualified options if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees of Brightcove and its subsidiaries. Non-qualified options may be granted to employees, non-employee directors and

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consultants. The option exercise price of each option will be determined by the Compensation Committee. Except in the case of options (i) granted pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) granted to individuals who are not subject to U.S. income tax on the date of grant or (iii) that are compliant with Section 409A of the Code, the exercise price of an option may not be less than 100% of the fair market value of the common stock on the date of grant. Fair market value for this purpose will be determined by reference to the price of the shares of common stock on NASDAQ. The exercise price of an option may not be reduced after the date of the option grant without stockholder approval, other than to appropriately reflect changes in our capital structure.

The term of each option will be fixed by the Compensation Committee and may not exceed ten years from the date of grant. The Compensation Committee will determine at what time or times each option may be exercised. Options may be made exercisable in installments and the exercisability of options may be accelerated by the Compensation Committee. In general, unless otherwise permitted by the Compensation Committee, no option granted under the Amended Plan is transferable by the optionee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order, and options may be exercised during the optionee’s lifetime only by the optionee, or by the optionee’s legal representative or guardian in the case of the optionee’s incapacity.

Upon exercise of options, the option exercise price must be paid in full either in cash, by certified or bank check or other instrument acceptable to the Compensation Committee or by delivery (or attestation to the ownership) of shares of common stock that are beneficially owned by the optionee and that are not subject to risk of forfeiture. Subject to applicable law, the exercise price may also be delivered to us by a broker pursuant to irrevocable instructions to the broker from the optionee. In addition, non-qualified options may be exercised using a net exercise feature which reduces the number of shares issued to the optionee by the number of shares with a fair market value equal to the exercise price.

To qualify as incentive stock options, options must meet additional federal tax requirements, including a $100,000 limit on the value of shares subject to incentive stock options that first become exercisable by a participant in any one calendar year.

Stock Appreciation Rights. The Compensation Committee may award stock appreciation rights subject to such conditions and restrictions as the Compensation Committee may determine. Stock appreciation rights entitle the recipient to shares of common stock or cash equal to the value of the appreciation in the stock price over the exercise price. The exercise price may not be less than the fair market value of the common stock on the date of grant. The term of a stock appreciation right may not exceed ten years.

Restricted Stock. The Compensation Committee may award shares of common stock to participants subject to such conditions and restrictions as the Compensation Committee may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment (or other service relationship) with us through a specified restricted period. During the vesting period, restricted stock awards may be credited with dividends but dividends payable with respect to restricted stock awards shall not be paid unless and until the award vests.

Restricted Stock Units. The Compensation Committee may award restricted stock units to participants. Restricted stock units are ultimately payable in the form of shares of common stock or cash subject to such conditions and restrictions as the Compensation Committee may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment (or other service relationship) with the company through a specified vesting period. In the Compensation Committee’s sole discretion, it may permit a participant to make an advance election to receive a portion of his or her future cash compensation otherwise due in the form of a restricted stock unit award, subject to the participant’s compliance with the procedures established by the Compensation Committee and requirements of Section 409A of the Code.

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Unrestricted Stock Awards. The Compensation Committee may also grant (or sell at par value or such higher price determined by the Compensation Committee) shares of common stock that are free from any restrictions under the Amended Plan. Unrestricted stock may be granted to any participant in recognition of past services or other valid consideration and may be issued in lieu of cash compensation due to such participant.

Dividend Equivalent Rights. The Compensation Committee may grant dividend equivalent rights to participants, which entitle the recipient to receive credits for dividends that would be paid if the recipient had held specified shares of common stock. Dividend equivalent rights may be granted as a component of an award of Restricted Stock Units or as a freestanding award and will be paid only if the related award becomes vested. Dividend equivalent rights may not be granted as a component of a stock option or stock appreciation right award. Dividend equivalent rights may be settled in cash, shares of common stock or a combination thereof, in a single installment or installments, as specified in the award.

Cash-Based Awards. The Compensation Committee may grant cash bonuses under the Amended Plan to participants. The cash bonuses may be subject to the achievement of certain performance goals.

Change of Control Provisions. In the event of a “sale event,” as defined in the Amended Plan, awards under the Amended Plan may be assumed, continued or substituted. In the event that awards are not assumed, continued or substituted, except as otherwise provided in the award agreement, upon the effective time of the sale event, all awards with time-based conditions or restrictions will become vested and exercisable or non-forfeitable upon the sale event, and awards with conditions and restrictions relating to the attainment of performance goals may become vested and non-forfeitable in connection with a sale event in the Compensation Committee’s discretion or to the extent specified in the relevant award agreement. In addition, we may make or provide for payment, in cash or in kind, to participants holding options and stock appreciation rights equal to the difference between the per share cash consideration and the exercise price of the options or stock appreciation rights (provided that, in the case of an option or stock appreciation right with an exercise price equal to or greater than the per share cash consideration, such option or stock appreciation right shall be cancelled for no consideration). We also have the option to make or provide for a payment, in cash or in kind, to grantees holding other awards in an amount equal to the per share cash consideration multiplied by the number of vested shares under such awards. All awards will terminate in connection with a sale event unless they are assumed by the successor entity.

Adjustments for Stock Dividends, Stock Splits, Etc. The Amended Plan requires the Compensation Committee to make appropriate adjustments to the number of shares of common stock that are subject to the Amended Plan, to certain limits in the Amended Plan, and to any outstanding awards to reflect stock dividends, stock splits, extraordinary cash dividends and similar events.

Tax Withholding. Participants in the Amended Plan are responsible for the payment of any federal, state or local taxes that the company is required by law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. The Compensation Committee may require our tax withholding obligations to be satisfied by withholding shares of common stock to be issued pursuant to exercise or vesting. The Compensation Committee may also require our tax withholding obligation to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares issued pursuant to any award are immediately sold and proceeds from such sale are remitted to us in an amount that would satisfy the withholding amount due.

Amendments and Termination. The Board may at any time amend or discontinue the Amended Plan and the Compensation Committee may at any time amend or cancel any outstanding award for the purpose of satisfying changes in the law or for any other lawful purpose. However, no such action may adversely affect any rights under any outstanding award without the holder’s consent. To the extent required under the rules of NASDAQ, any amendments that materially change the terms of the Amended Plan will be subject to approval by our stockholders. Amendments shall also be subject to approval by our stockholders if and to the extent determined by the Compensation Committee to be required by the Code to preserve the qualified status of incentive stock options.

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Effective Date of Plan. Amendment No. 1 to the 2021 Plan was approved by our Board on March 15, 2023. Awards of incentive stock options may be granted under the Amended Plan until March 25, 2031. No other awards may be granted under the Amended Plan after May 11, 2031.

New Plan Benefits

Because the grant of awards under the Amended Plan is within the discretion of the Compensation Committee, we cannot determine the dollar value or number of shares of common stock that will in the future be received by or allocated to any participant in the Amended Plan. Accordingly, in lieu of providing information regarding benefits that will be received under the Amended Plan, the following table provides information concerning the benefits granted to the following persons and groups under the 2021 Plan: each named executive officer; all current executive officers, as a group; all current directors who are not executive officers, as a group; and all current employees who are not executive officers, as a group.

Tax Aspects Under the Code

The following is a summary of the principal federal income tax consequences of certain transactions under the Amended Plan. It does not describe all federal tax consequences under the Amended Plan, nor does it describe state or local tax consequences.

Incentive Stock Options. No taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If shares of common stock issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then (i) upon sale of such shares, any amount realized in excess of the exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) we will not be entitled to any deduction for federal income tax purposes. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee.

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If shares of common stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares of common stock at exercise (or, if less, the amount realized on a sale of such shares of common stock) over the exercise price thereof, and (ii) we will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering shares of common stock.

If an incentive stock option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified option. Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

Non-Qualified Options. No income is realized by the optionee at the time a non-qualified option is granted. Generally (i) at exercise, ordinary income is realized by the optionee in an amount equal to the difference between the exercise price and the fair market value of the shares of common stock on the date of exercise, and we receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the shares of common stock have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified option is paid by tendering shares of common stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

Other Awards. We generally will be entitled to a tax deduction in connection with other awards under the Amended Plan in an amount equal to the ordinary income realized by the participant at the time the participant recognizes such income. Participants typically are subject to income tax and recognize such tax at the time that an award is exercised, vests or becomes non-forfeitable, unless the award provides for a further deferral.

Parachute Payments. The vesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a sale event) may cause a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as defined in the Code. Any such parachute payments may be non-deductible to us, in whole or in part, and may subject the recipient to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).

Limitation on Deductions. Under Section 162(m) of the Code, our deduction for awards under the Amended Plan may be limited to the extent that any “covered employee” (as defined in Section 162(m) of the Code) receives compensation in excess of $1 million a year.

Equity Compensation Plan Information

See below under the heading “Equity Compensation Plan Information” for information as of December 31, 2022 regarding shares of common stock that may be acquired uponissued under our equity compensation plans.

Recommendation of the vesting of restricted stock units (“RSUs”), in each case, within 60 days of March 1, 2016, 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., 290 Congress Street, Boston, MA 02210.Board

shares of our common stock over which Frontier Capital has sole voting power and 2,424,443 shares over which Frontier Capital has sole dispositive power. The principal business address of Frontier Capital is 99 Summer Street, Boston, MA 02110.

(2)

Beneficial ownership is as of December 31, 2015, based solely on a Schedule 13G/A filed on February 11, 2016 with the SEC by AWM Investment Company, Inc., a Delaware corporation (“AWM”) and includes 1,943,630 shares of our common stock over which AWM has shared voting power and shared dispositive power. AWM is the investment adviser to Special Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership (“Cayman”), Special Situations Fund III QP, L.P., a Delaware limited partnership (“SSFQP”), Special Situations Technology Fund, L.P., a Delaware limited partnership (“Tech”) and Special Situations Technology Fund II, L.P., a Delaware limited partnership (“Tech II”). Cayman, SSFQP, Tech and Tech II will hereafter be referred to as the “AWM Funds”. As the investment adviser to the AWM Funds, AWM holds sole voting and investment power over 186,585 shares of our common stock held by Cayman, 553,986 shares of our common stock held by SSFQP, 168,525 shares of our common stock held by Tech and 1,034,534 shares of our common stock held by Tech II. Austin W. Marxe (“Marxe”), David M. Greenhouse (“Greenhouse”) and Adam C. Stettner (“Stettner”) are members of: SSCayman, L.L.C., a Delaware limited liability company, the general partner of Cayman; MGP Advisers Limited Partnership, a Delaware limited partnership, the general partner of SSFQP; and SST Advisers, L.L.C., a Delaware limited liability company, the general partner of Tech and Tech II. Marxe, Greenhouse and Stettner are also controlling principals of AWM. The principal business address of AWM is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022.

(3)

Beneficial ownership is as of February 9, 2015, based solely on a Schedule 13D/A jointly filed with the Securities and Exchange Commission on February 9, 2015 by Tenzing Global Management LLC (“Tenzing Global Management”), Tenzing Global Investors LLC (“Tenzing Global Investors”), Tenzing Global Investors Fund I LP (“Fund I”) and Chet Kapoor. Tenzing Global Investors, the general partner of Fund I, may be deemed to have shared voting power and shared dispositive power over the 1,321,200 shares held by Fund I. Tenzing Global Management, the investment advisor of Fund I and the investment advisor of accounts managed by Tenzing Global Management on a discretionary basis (the “Parallel Account”), may be deemed to have shared voting power and shared dispositive power over the 1,725,000 shares held by Fund I and the Parallel Account. Chet Kapoor, a managing partner of Tenzing Global Management, may be deemed to have shared voting power and shared dispositive power over the 1,725,000 shares held by Tenzing Global Management. Fund I may be deemed to have shared voting power and shared dispositive power over the 1,321,200 shares directly held by it. The principal business address of the Tenzing Group is 388 Market Street, Suite 860, San Francisco, CA 94111.

(4)

Beneficial ownership is as of December 31, 2015, based solely on a Schedule 13G/A filed on February 12, 2016 with the SEC by Cramer Rosenthal McGlynn LLC (“Cramer Rosenthal”) and includes 1,696,224 shares of our common stock over which Cramer Rosenthal has sole voting power, 27,525 shares over which Cramer Rosenthal has shared voting power and 1,723,749 shares over which Cramer Rosenthal has sole dispositive power. The principal business address of Cramer Rosenthal is 520 Madison Avenue, New York, NY 10022.

(5)

Beneficial ownership is as of December 31, 2015, based solely on a Schedule 13G/A jointly filed with the SEC on February 5, 2016 by First Trust Portfolios L.P. (“First Trust Portfolios”), First Trust Advisors L.P. (“First Trust Advisors”) and The Charger Corporation (“Charger” and, together with First Trust Portfolios and First Trust Advisors, the “First Trust Group”). Charger is the General Partner of both First Trust Portfolios and First Trust Advisors. First Trust Portfolios acts as a sponsor of certain unit investment trusts which hold shares of our common stock. The First Trust Group had sole voting power over no shares. Charger and First Trust Advisors had shared voting power over 1,634,285 shares and First Trust Portfolios had shared voting power over no shares. The First Trust Group had sole dispositive power over no shares. Charger and First Trust Advisors had shared dispositive power over 1,634,285 shares and First Trust Portfolios had shared dispositive power over no shares. The principal business address of the First Trust Group is 120 East Liberty Drive, Suite 400, Wheaton, IL 60187.

(6)	Consists of (a) 299,409 shares held by Mr. Mendels and (b) 478,138 shares issuable to Mr. Mendels upon exercise of stock options exercisable within 60 days after March 1, 2016.

(7)	Consists of (a) 13,902 shares held by Mr. Rhodes and (b) 25,000 shares issuable to Mr. Rhodes upon exercise of stock options exercisable within 60 days after March 1, 2016.

(8)	Consists of (a) 57,253 shares held by Mr. Feinberg and (b) 107,547 shares issuable to Mr. Feinberg upon exercise of stock options exercisable within 60 days after March 1, 2016.

(9)

Consists of (a) 394,685 shares held by Mr. Allaire, (b) 419,552 shares issuable to Mr. Allaire upon exercise of stock options exercisable within 60 days after March 1, 2016 and (c) 368,766 shares which Mr. Allaire transferred to his ex-wife pursuant to a divorce settlement but over which Mr. Allaire continues to have voting rights.

(10)	Consists of (a) 82,589 shares held by Ms. Besemer and (b) 33,195 shares issuable to Ms. Besemer upon exercise of stock options exercisable within 60 days after March 1, 2016.

(11)	Consists of 16,605 shares issuable to Mr. Haroian upon exercise of stock options exercisable within 60 days after March 1, 2016.

(12)	Consists of 19,553 shares issuable to Mr. Harrar upon exercise of stock options exercisable within 60 days after March 1, 2016.

(13)	In addition to the amounts in footnote (3), consists of 5,977 shares issuable to Mr. Kapoor upon exercise of stock options exercisable within 60 days after March 1, 2016.

(14)	Consists of (a) 220,007 shares held by Mr. Kurnit and (b) 18,852 shares issuable to Mr. Kurnit upon exercise of stock options exercisable within 60 days after March 1, 2016.

(15)	Consists of (a) 1,003 shares held by Mr. Orfao and (b) 16,605 shares issuable to Mr. Orfao upon exercise of stock options exercisable within 60 days after March 1, 2016.

(16)	See footnote 3 and footnotes 6 through 15 above. Includes 1,141,024 shares issuable upon exercise of stock options exercisable within 60 days after March 1, 2016.

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of our common stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all such reports.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that for 2015, all required reports were filed on a timely basis under Section 16(a).

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 listed in the Summary Compensation Table below.officers. Our named executive officers in 20152022 were David Mendels,Marc DeBevoise, Chief Executive Officer; Kevin Rhodes,Officer from March 2022 through the present; Jeff Ray, Chief Executive Officer from January 2022 through March 2022; Robert Noreck, Chief Financial Officer; and Andrew Feinberg,David Plotkin, Chief Legal Officer from January 2015 through June 2015 and President, International Operations from July 2015 through December 2015.Officer.

Executive Summary

Overview

Our compensation strategy is designed to attract and retain high-caliber executive officers and employees, and communicate and align employee contributions with our objectives and the creation of long-term stockholder interests.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.

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 future 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 continued 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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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 committeeCompensation Committee with respect to each named executive officer’s total compensation package. The compensation committeeBoard or Compensation Committee then makes the final determination with regard to the total compensation package for our named executive officers, including our Chief Executive Officer.

In 2014, our Board engaged Compensia, Inc., or Compensia, aestablishing overall executive compensation consultant, to help evaluatelevels and making specific compensation decisions for the total compensation packages for our named executive officers. As partofficers in 2022, the Compensation Committee considered a number of this engagement, Compensia analyzedcriteria, 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 relatingand retention concerns.

In the fourth quarter of 2021, we updated our peer group for 2022 executive compensation decisions to consist of the following 16 publicly-traded U.S.-based softwarecompanies, and maintained this peer group for executive compensation decisions for 2022:

In the third quarter of 2022, we updated our peer group as the first step in our year-end planning process for 2023 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 15 companies:

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. 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 head of Human ResourcesCompensation Committee and approved annually by our compensation committee.Board or Compensation Committee. Adjustments to base salaries are based on an individual’s performance and promotions, as well as compensation surveys, andour own analysis of compensation practices at peer companies, internal pay equity considerations.considerations, and contractual terms. In making decisions regarding salary adjustments, our compensation committee

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Board or Compensation Committee also drawsdraw 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.

For 2015, our compensation committee soughtIn January 2022, Mr. Noreck’s base salary was increased from $385,000 to set$400,000 and Mr. Plotkin’s base salaries forsalary was increased from $364,000 to $385,000, each as part of our named executive officers at levels that would result in total cash compensation that is generally at or nearannual review program, based on their overall performance, the 75^th percentilegrowth of our peer group. After reviewing the base salary of Mr. Rhodes, the compensation committee determined that because Mr. Rhodes had only joined the company in December 2014, no base salary adjustment was necessary for him in 2015.

In 2015, the compensation committee approved a base salary increase for Mr. Mendelsand to make histheir total cash compensation more competitive with that of similarly situated executives in our peer group. This increase was also based on Mr. Mendels’s overall performance and the growth of our company. Mr. Mendels’sRay’s base salary remained at the same level as was increased from $325,000in effect in 2021. Pursuant to $400,000 in January 2015. In July 2015,the terms of the DeBevoise Employment Agreement, Mr. Feinberg’sDeBevoise’s base salary for 2022 was increased from $291,250 to $300,000 in connection with$500,000 (prorated for the number of days of his appointment as President, International Operations.employment).

The following table sets forth the base salary for our named executive officers for fiscal 20142021 and 2015:2022:

Annual Performance-Based Cash Compensation

The named executive officers, as well as other executivesmembers of senior management and certain employees, participate in our annual Performance Incentive Program, which provides an opportunity to earn a cash bonus uponsubject to the achievement of performance objectives approved by our compensation committee. In addition, Mr. Feinberg, as well as certain other executives and employees, participate in our Sales Incentive Program, which provides an opportunity to earn a cash bonus upon achievement of sales objectives approved by management. In 2015, Mr. Feinberg’s participation in our Sales Incentive Program began in July in connection with his appointment as President, International Operations. These programs wereCompensation 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, theThe 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.same process described above regarding base salaries. Adjustments to annual incentive compensation targets are based on an individual’s performance, as well as compensation surveys and internal pay equity considerations. Along withalso follow the same process described above regarding base salaries, annual incentive compensation targets are reviewed and approved annually bysalaries.

After reviewing the compensation committee. In making decisions regarding adjustments to annual incentive compensation targets, our compensation committee also draws 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.

For 2015, our compensation committee sought to set annual incentive compensation targets for each of our continuing named executive officers, at levels that would result in total cash compensation that is generally at or near the 75^th percentile of our peer group. In 2015,Compensation Committee decided to maintain the compensation committee approved an annualsame incentive compensation target increase for Mr. Mendels to make his total cash compensation more competitive with those of similarly situated executives in our peer group. This increase was also based on Mr. Mendels’s overall performance and the growth of our company.

In July 2015, in connection with Mr. Feinberg’s appointment as President, International Operations andtargets, as a resultpercentage of his participationbase salary, in our Sales Incentive Program from July 2015, the compensation committee approved an annual incentive compensation target change2022 as was in effect in 2021. Bonuses under the Performance Incentive Program for Mr. Feinberg to make his total cash compensation competitive with thoseare capped at 200% of similarly situated executives in our peer group. The change was also based on Mr. Feinberg’s overall performance and the growth of our company. Mr. Feinberg’s annual incentive compensation target was therefore decreased from 44.2% to 18.75% in July 2015.target.

The following table sets forth the annual incentive compensation targets for our named executive officers under our Performance Incentive Program for fiscal 20142021 and 2015:2022:

The following table sets forth the annual incentive compensation target for Mr. Feinberg under the Sales Incentive Program for 2015:

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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 2015,2022, the Board used ourdetermined that the performance goals under the Performance Incentive Program would be tied to pre-determined levels of revenue and non-GAAP operating incomeadjusted EBITDA (excluding bonus expense) for the performance objectives,, weighted 75% for revenue and 25% for non-GAAP operating income (excluding bonus expense)equally (50% each). We define non-GAAP operating incomeadjusted EBITDA (excluding bonus expense) as ourconsolidated net income from operations,(loss), calculated in accordance with GAAP, excluding our stock-based compensation expense, executive severance and restructuring, merger-related expense, the amortization of acquired intangiblesintangible assets, depreciation expense, other income/expense and merger-related expenses.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 provide a competitive overall compensation package in light of each named executive officer’s base salary and to motivate our executives to achieve an aggressive level of growth. Our 2015 revenue goal was $136.5 million, compared with $134.7 million in actual revenue for the fiscal year ended December 31, 2015. Our 2015 non-GAAP operating income (excluding bonus expense) goal was $2.6 million, compared with $4.9 million in actual non-GAAP operating income (excluding bonus expense) for the fiscal year ended December 31, 2015.

The above-referenced performance objectives should not be interpreted as a prediction of how we will perform in future periods. As described above, the purpose of these objectives wasgrowth and 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.

drive stockholder value. After the end of each year, the compensation committeeCompensation Committee reviews our actual achievement against the performance objectives and determines the amount of bonuses to be paid under the program as a whole.

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 non-GAAP operating incomeadjusted EBITDA (excluding bonus expense) for bonuses to be paid under the program for this component. Performance at the 50% level with respect to non-GAAP operating incomeadjusted 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 non-GAAP operating incomeadjusted EBITDA (excluding bonus expense). Each incremental 10% of achievement from 50% to 100% of the goal for non-GAAP operating incomeadjusted EBITDA (excluding bonus expense) increases the bonus payouts by 10%, such that performance at the 75% level with respect to non-GAAP operating incomeadjusted EBITDA (excluding bonus expense) would result in bonus payouts at 75% of the individual target bonus opportunity for non-GAAP operating incomeadjusted EBITDA (excluding bonus expense) and performance at the 100% level with respect to non-GAAP operating incomeadjusted EBITDA (excluding bonus expense) would result in bonus payouts at 100% of the individual target bonus opportunity for non-GAAP operating incomeadjusted EBITDA (excluding bonus expense).

AnEach incremental 10% of achievement abovefrom 100% to 120% of the goal for non-GAAP operating incomeadjusted EBITDA (excluding bonus expense) increases the bonus payouts by 15% for this component. An incremental 15%10% of achievement above 110%from 120% to 130% of the goal for non-GAAP operating income (excluding bonus expense) increases the bonus payouts by 15% for this component. An incremental 15% of achievement above 125% of the goal for non-GAAP operating incomeadjusted EBITDA (excluding bonus expense) increases the bonus payouts by 20% for this component. AnEach incremental 20%10% of achievement above 140%from 130% to 150% of the goal for non-GAAP operating incomeadjusted EBITDA (excluding bonus

expense) increases the bonus payouts by 25% for this component. An incremental 40% of achievement above 160% of the goal for non-GAAP operating income (excluding bonus expense) increases the bonus payouts by 25%,component, up to a maximum of 200%, for this component.

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Accelerators

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 for these non-GAAP operating incomeand adjusted EBITDA (excluding bonus expense) accelerators to apply.

Forgoals under the full year in 2015, we achieved 98.7% of2022 annual Performance Incentive Program, the goal foractual revenue and 187.4% of the goal for non-GAAP operating income (excluding bonus expense). This resulted in a bonus payout of 86.9% with respect to the revenue objective, weighted at 75%, and a bonus payout of 100% with respect to the non-GAAP operating incomeadjusted EBITDA (excluding bonus expense) objective, weighted at 25%. As such the compensation committee awarded the named executive officers 90.1% of their respective full-year target bonuses.

Bonus Determinations—Sales Incentive Program. Under the Sales Incentive Programresults for 2015, each quarter, management established sales objectives for individuals, by region, which served as the basis for determining the amount of bonuses to be paid to the individual under the program. The sales objectives took into account our performance for the immediately preceding quarter2022 and the corresponding quarter for the immediately preceding year. The sales objectives for 2015 each represented a significant increase over our actual performance in 2014. After the end of each quarter, management reviewed an individual’s performance with respect to their individual sales objectives and determined the amount of the bonus to be paid under the program to the individual.

For 2015, the quarterly sales performance bonuses for Mr. Feinberg werepayout levels based predominantly on new customer bookings, sales to existing premium customers, and the execution of contracts with a term greater than one year. For 2015, Mr. Feinberg’s territory in which such objectives were measured was international. Mr. Feinberg’s annual incentive compensation target of $168,750 in 2015 consisted of quarterly targets of $42,188. In 2015, Mr. Feinberg earned $56,250 for the third quarter and $52,315 for the fourth quarter, resulting in incentive compensation of $108,565 for the second half of 2015. New customer bookings translate into incentive compensation by comparing the international quarterly bookings goal set by management against the dollar amount in bookings actually achieved. Sales to existing premium customers translate into incentive compensation by comparing the percentage goal for international monthly recurring revenue set by management against the percentage actually achieved. Such resulting percentages are then multiplied by the quarterly sales performance bonus target to determine the amount of bonus earned in such quarter. Certain factors may decrease the amount of bonus earned, such as non-standard contract terms. Mr. Feinberg’s incentive compensation for the third quarter of 2015 was guaranteed.

Since the bookings growth metric is highly sensitive data, we do not disclose the specific performance goal for this metric because we believe that such disclosure would result in serious competitive harm. We set the goals for bookings at a high level because we are a growth-oriented company and rely on bookings to help drive our growth. Additionally, the value associated with customers at the time of booking is an estimateachievement of the revenue we expectand adjusted EBITDA (excluding bonus expense) goals as a percentage of target.

Payouts

The following table sets forth the cash bonuses awarded to receive from new customers which, in turn, is based on an estimate of what the customer’s total collections will be from using our services. Since the number is an estimate based on an estimate, it is inherently volatile and cannot be used to predict actual revenue.

Please refer to the “Summary Compensation Table” for the actual amounts paid to each of our named executive officers pursuant to ourfor 2022 under the annual Performance Incentive Program and Sales Incentive Program for 2015.Program:

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, and to emphasize and reinforce our focus on team success.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 restricted stock unitsRSUs subject to vesting based on continued employment.employment and/or the achievement of certain performance metrics. We believe that stock options and restricted stock unitsRSUs 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 restricted stock unitsRSUs is based on the price of our common stock when the restricted stock unitsRSUs vest, we believe stock options and restricted stock unitsRSUs provide meaningful incentives to motivate employees to achieve increases in the value of our stock over time.

All stock option and restricted stock unitRSU awards are approved by the compensation committee.Compensation Committee or our Board. In determining the size of a stock option grant or restricted stock unitRSU award, the compensation committeeCompensation 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),

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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 restricted stock unitsRSUs in connection with the commencement of his or her 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 retainsCompensation Committee and Board retain discretion to make stock option or restricted stock unitlong-term equity-based incentive awards to employees at any time.

Prior to the consummation of our initial public offering, stockStock Options

Stock option and restricted stock awards to our named executive officers have typically had vesting schedules ofvested over four years, with 25% vesting on the firsteach annual anniversary of the vesting start date, which is a date fixed by our Board or compensation committeeCompensation Committee when making equity awards, and the remainderawards. We refer to this vesting schedule as our “Four Year Annual vesting schedule”.

Beginning in 36 equal monthly installments thereafter. Since the consummation of our initial public offering,2023, premium-priced stock option and restricted stock unit awards, which are described above in “Proposal 4 Approval of Amendment No. 1 to the Brightcove Inc. 2021 Stock Incentive Plan”, to our named executive officers typically vest over fourthree years, with 25%33% vesting on each annual anniversary of the vesting start date. We believerefer to this vesting schedule encouragesas our “Three Year Annual vesting schedule”.

Time-Based RSU Awards

Since 2019, RSU awards granted to our named executive officers follow 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 had a four-year performance period and generally vested as follows:

The performance metrics were 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 have not been earned at the end of the four year performance period are to 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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No portion of the 2018 performance-based RSU awards was earned in 2022. At the end of the four-year performance period for such awards, all unearned awards were forfeited in their entirety.

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:

The performance metrics were assessed on an annual basis, at the end of each fiscal year in the three-year performance period. 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.

In February 2015, Mr. Feinberg was awarded 7,500 restricted stock units, and granted an option to purchase 22,500 shares at an exercise priceConsistent with our pay for performance philosophy, none of $8.13 per share. These awards werethe performance-based RSUs granted in recognition2019 or 2020 were earned for the one-year performance period ended December 31, 2022. Any portion of Mr. Feinberg’s service to our company.the RSUs that has not been earned at the end of the three-year performance period will be forfeited.

2021 Long-Term Equity Incentive Awards

In September 2015,June 2021, the Compensation Committee made an off-cycle award to Mr. Feinberg was granted an awardNoreck of 30,000 restricted stock units, a second award of 10,000 restricted stock units, and granted an option to purchase 40,000 shares at an exercise price of $4.92. These awards were granted in connection36,206 RSUs, for retention purposes, with Mr. Feinberg’s appointment as President, International Operations and were the result of a negotiation between Mr. Feinberg, our Chief Executive Officer and our compensation committee.

In December 2015, Mr. Mendels was awarded 15,000 restricted stock units, Mr. Rhodes was awarded 35,000 restricted stock units and Mr. Feinberg was awarded 6,375 restricted stock units. Also in December 2015, Mr. Mendels was granted an option to purchase 45,000 shares, Mr. Rhodes was granted an option to purchase 35,000 shares, and Mr. Feinberg was granted an option to purchase 19,125 shares, each at an exercise price of $6.35 per share. Each of these awards, other than Mr. Rhodes’s award of 35,000 restricted stock units, were made as retention awards. Mr. Rhodes’s award of 35,000 restricted stock units was the result of a negotiation between Mr. Rhodes, our Chief Executive Officer and our compensation committee in connection with his appointment as our Chief Financial Officer.

Each award described above, other than Mr. Feinberg’s award of 10,000 restricted stock units, vests over four years, with 25%50% vesting on each of the first two annual anniversaryanniversaries 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.”

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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.

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.

2022 Long-Term Equity Incentive Awards

The Compensation Committee continues to recognize the importance of performance-based equity awards, and as described above, in connection with Mr. DeBevoise’s commencement of employment as our new Chief Executive Officer, in April 2022 Mr. DeBevoise was granted 800,000 RSUs, 500,000 (or 62.5%) of which are subject to the market-based and service-based vesting as described below (the “PSUs”), and 300,000 (or 37.5%) of which are subject to our Three Year Annual vesting schedule. The market-based vesting conditions applicable to the PSUs are achieved only if the volume weighted average price of the company’s common stock during any 20 consecutive trading day period in the four-year performance period following Mr. DeBevoise’s start date equals or exceeds stock price hurdles ranging from $12.50 to $30.00, increasing in seven increments of $2.50. The percentage of the award that is earned upon achievement of each stock price hurdle is 10% of the PSUs for each of the first two achievement tiers, 12.5% for each of the next four achievement tiers and 15% for each of the final two achievement tiers. The PSUs vest 50% upon achievement of a stock price hurdle and 50% upon the earlier of the one-year anniversary of such achievement date or March 28, 2025, subject to Mr. DeBevoise’s continued employment through the applicable vesting date.

In the fourth quarter of 2022, in consultation with our independent compensation committee whenconsultant, our Compensation Committee determined that it would consider making equity awards. Mr. Feinberg’s awardawards to our named executive officers in the first quarter of 10,000the calendar year. Our past practice had been to make equity awards to our named executive officers in the fourth quarter of each calendar year. This change is being made to better align our compensation schedule with the market as a whole and the practices of our peers, and to align the timing of grants for our executives with that for the rest of the equity-eligible employees. As a result, Messrs. Noreck and Plotkin did not receive any equity awards in 2022.

The equity awards made to our named executive officers in 2022 are set forth in the table below.

2023 Long-Term Equity Incentive Awards

As described above in “Proposal 4 Approval of Amendment No. 1 to the Brightcove Inc. 2021 Stock Incentive Plan”, on March 13, 2023, the Compensation Committee adjusted the structure of long-term awards for our executive officers for 2023 and approved awards to the executive officers under the new program. These awards consist of premium-priced stock options and restricted stock units, vest in fullwith the target value split evenly

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between the two types of awards. The premium-priced stock options are performance-based grants and have an exercise price of $7.00 and will therefore only have value if our stock price appreciates by at least 59% from the closing stock price on the date of grant. Given the recent decline in the Company’s stock price, the Compensation Committee determined that it was appropriate to convert the target dollar values of the awards into shares based on the 20-day trailing average price of the common stock as of February 28, 2023, which was $6.41 per share, in order to manage our dilution and overhang and ensure that there must be significant appreciation in the price of our common stock for the executive officers to recognize any value from the premium-priced stock options and to recognize the target value of the restricted stock unit awards. The target dollar values of the 2023 long-term incentive awards for the named executive officers are $4,000,000 for Mr. DeBevoise, $900,000 for Mr. Noreck and $700,000 for Mr. Plotkin and the awards vest over three years, with 33% vesting on each annual anniversary of the vesting start date. The exercise priceAs compared to restricted stock units, premium-priced stock options require us to grant a meaningfully higher number of shares, which we believe is appropriate given that these awards will only have realizable value if we deliver substantial returns for each stock option described above is equal to the closing price of our common stock on the grant date.stockholders.

Severance and Change in Control Benefits

We have entered intoare party to employment agreements with eachMessrs. DeBevoise, Noreck and Plotkin and were party to an employment agreement with Mr. Ray until his termination of our named executive officers.employment. Such employment agreements provide (or provided, in the case of Mr. Ray) certain benefits in the event of a change in control of our company.

If an executive’s employment is terminated by us without cause or if the executive resigns for good reason prior to a change in control 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, plus an amount equal to 12 months of COBRA coverage. In such case, the vesting of each executive’s then-outstanding equity awards shall also accelerate by 25%. The severance benefits described in this paragraph are contingent upon the executive agreeing to a general release of claims in favor of us following termination of employment.

If an executive’s employment is terminated by us without cause or if the executive resigns for good reason following a change in control of our company, the executive is eligible for severance benefits in a lump sum consisting of an amount equal to the sum of one times the executive’s base salary and one times the executive’s target bonus, plus an amount equal to 12 months of COBRA coverage. If such termination occurs more than 12 months after a change in control of our company, such severance benefits will be provided in 12 equal monthly installments. The severance benefits described in this paragraph are contingent upon the executive agreeing to a general release of claims in favor of us following termination of employment.

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 such executive’s then-outstanding equity awards will fully vest. The employment agreements entered into with Mr. Mendels and Mr. Feinberg also provide that, if such executive’s employment is terminated by us without cause or if such executive resigns for good reason, the executive may exercise all vested stock options granted prior to the company’s initial public offering, until the date which is ten years from the grant date of the applicable stock option.

under certain circumstances as set forth below. 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.

Mr. DeBevoise

Pursuant to the DeBevoise Employment Agreement, if Mr. DeBevoise’s employment is terminated by us without cause (as defined in the DeBevoise Employment Agreement), he resigns for good reason (as defined in the DeBevoise Employment Agreement), or his employment terminates at the end of the term of the DeBevoise Employment Agreement due to us providing a notice of our intention to not renew the DeBevoise Employment Agreement, in each case prior to or more than 12 months after the occurrence of the first event constituting a change in control (as defined in the DeBevoise Employment Agreement), Mr. DeBevoise is eligible for the following severance payments and benefits: (i) an amount equal to one times the sum of his then-current base salary and his target bonus, payable in 12 equal monthly installments (or, if such termination occurs within 18 months following Mr. DeBevoise’s start date, an amount equal to 1.5 times the sum of his base salary and his target bonus, payable in 18 equal monthly installments); (ii) a pro-rata portion of the management-based-on-objectives annual incentive compensation Mr. DeBevoise would otherwise be entitled to receive based on company and individual performance for the calendar year in which the date of termination occurs (the “Pro-Rata Bonus”); (iii) accelerated vesting of all performance-based equity awards held by Mr. DeBevoise for which the performance criteria has been met and that remain subject solely to time-based vesting; and (iv) subject to Mr. DeBevoise’s copayment of premium amounts at the applicable active employees’ rate and proper election to continue COBRA health coverage, payment of the portion of the premiums equal to the amount that we would have paid to provide health insurance to Mr. DeBevoise had he remained employed with us until the earliest of (A) 12 months following termination, (B) Mr. DeBevoise’s eligibility for group medical plan benefits under any other employer’s group medical plan or (C) the end of Mr. DeBevoise’s COBRA health continuation period (the “COBRA Coverage”).

If Mr. DeBevoise’s employment is terminated by us without cause, he resigns for good reason, or his employment terminates at the end of the term of the DeBevoise Employment Agreement due to us providing a notice of our intention to not renew the DeBevoise Employment Agreement, in each case within 12 months after

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the occurrence of the first event constituting a change in control, Mr. DeBevoise is eligible for the following severance payments and benefits: (i) a lump sum cash payment equal to two times the sum of his then-current base salary (or his base salary in effect immediately prior to the change in control, if higher) and his target bonus for the then-current year (or his target bonus in effect immediately prior to the change in control, if higher); (ii) the Pro-Rata Bonus; (iii) accelerated vesting of all equity awards held by Mr. DeBevoise subject solely to time-based vesting (including any performance-based equity awards for which the performance criteria has been met and that remain subject solely to time-based vesting); and (iv) the COBRA Coverage.

Mr. Ray

Mr. Ray’s employment terminated on December 31, 2022 and he did not receive any severance payments or benefits pursuant to his employment agreement upon the termination of his employment agreement. The terms of Mr. Ray’s Transition Agreement are described above under the heading “Leadership Changes.”

Pursuant to the employment agreement with Mr. Ray, if Mr. Ray’s employment was terminated by us without cause (as defined in his employment agreement), or if Mr. Ray resigned for good reason (as defined in his employment agreement), in each case prior to or more than 18 months following a change in control (as defined in his employment agreement), Mr. Ray would have been eligible for the following severance payments and benefits: (i) an amount equal to one times the sum of his then-current base salary and his target bonus, payable in 12 equal monthly installments (which amounts would have ceased to be paid in the event that Mr. Ray breached any of the applicable restrictive covenants set forth in his employment agreement following termination); (ii) accelerated vesting of 25% of equity awards held by Mr. Ray subject solely to time-based vesting (including any performance-based equity awards for which the performance criteria had been met and that remained subject solely to time-based vesting); and (iii) the COBRA Coverage.

Upon a change in control, all equity awards held by Mr. Ray that were subject solely to time-based vesting (including any performance-based equity awards for which the performance criteria had been met and that remained subject solely to time-based vesting) would have vested.

If Mr. Ray’s employment was terminated by us without cause, or he resigned for good reason, in each case within 18 months after a change in control, Mr. Ray would have been eligible for the following severance payments and benefits: (i) an amount equal to one times the sum of his then-current base salary and his target bonus, payable in 12 equal monthly installments; (ii) accelerated vesting of 25% of the remainder of any performance-based RSUs held by him; and (iii) the COBRA Coverage.

Messrs. Noreck and Plotkin

Pursuant to the employment agreements with Messrs. Noreck and Plotkin, if the 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), in each case prior to or more than 12 months following a change in control (as defined in the applicable employment agreement), the executive is eligible for the following severance payments and benefits: (i) an amount equal to one times the sum of his then-current base salary and his target bonus, payable in 12 equal monthly installments (which amounts will 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); and (ii) the COBRA Coverage (which shall be paid in a single lump sum for Mr. Plotkin). In addition, if Mr. Plotkin’s employment is terminated by us without cause or if Mr. Noreck or Mr. Plotkin resigns for good reason, in each case prior to or more than 12 months following a change in control, the executive is eligible for accelerated vesting of 25% of equity awards held by him subject solely to time-based vesting (including any performance-based equity awards for which the performance criteria had been met and that remain subject solely to time-based vesting).

Upon a change in control, all equity awards held by Messrs. Noreck and Plotkin that are subject solely to time-based vesting (including any performance-based equity awards for which the performance criteria has been met and that remain subject solely to time-based vesting) will accelerate and vest.

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If Mr. Noreck’s or Mr. Plotkin’s employment is terminated by us without cause, or Mr. Noreck or Mr. Plotkin resigns for good reason, in each case within 12 months after a change in control, the executive is eligible for the following severance payments and benefits: (i) a lump sum payment equal to one times the sum of his then-current base salary and his target bonus; and (ii) the COBRA Coverage (which shall be paid in a single lump sum for Mr. Plotkin).

General

The severance benefits under the employment agreements with our named executive officers are contingent upon the executive executing an effective general release of claims in favor of us. Please refer to the discussion below under “—Employment Agreements; Potential“Potential Payments upon Termination or Change in Control” for a more detailed discussionquantification of ourthe severance and change in control benefits.benefits potentially payable to our named executive officers.

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 50% 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. WeCurrently, we do not have any programs for providing materialview perquisites or other personal benefits oras a significant component of our executive compensation program. However, we have provided certain perquisites to our named executive officers.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.

Stock Ownership Guidelines. There are currently no equity ownership requirementsIn connection with the hiring of Mr. DeBevoise and pursuant to the terms of his employment agreement with us, in 2022, we reimbursed Mr. DeBevoise for reasonable costs incurred by him, or guidelines that anydirectly paid such expenses, subject to his timely submission of our named executive officersapplicable documentation, for lodging and commuting costs for standard class air travel between New York City, New York and Boston, Massachusetts (or other company offices or customer facilities or other employees must meetbusiness locations at which Mr. DeBevoise performs his services). In addition, pursuant to the terms of his employment agreement, we agreed to pay or maintain.

Pursuant to the terms of Mr. Ray’s employment agreement with us, in 2022, 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).

DerivativesInsider 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 non-employeedirectors who are in possession of material nonpublic information about the company are prohibited from engagingtrading in transactions in publicly-tradedthe company’s securities, which include common stock, options to purchase common stock and any other derivativetype of securities with respectthat the company may issue (such as preferred stock, convertible debentures, warrants, and exchange-traded options), except for trades made pursuant to our securities unlessplans approved by our audit committee.Chief Legal Officer or his designee (the “Compliance Officer”) in accordance with the insider trading policy that are intended to comply with Rule 10b5-1 under the Exchange Act.

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in advance, with notice to the compensation committeeCompensation Committee in accordance with the compensation committeeCompensation Committee charter, or by unanimous consent in writing.

Tax Deductibility. OurDeductibility 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) receives 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, 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.

The Board has consideredand 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 future effects of Section 162(m) of the Internal Revenue Code on the compensation paid to our named executive officers. Section 162(m) places a limit of $1 million on the amount of compensation that a publicly-held corporation may deductofficers, in any one year with respect to its chief executive officer and eachlight of the next three most highly compensated executive officers (other than its chief financial officer). In general, certain performance-based compensation approved by stockholders is not subject to this deduction limit. Because we were not publicly traded until February 2012, our Board has not previously taken the deductibility limitconstraints imposed by Section 162(m) into considerationand our desire to maintain flexibility in making compensation decisions. Ourdecisions, the Board and the Compensation Committee do not necessarily limit compensation committeeto 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 future seekcompany that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to qualify certain equity-based compensation paidthis additional tax. We have not agreed to ourprovide any executive officer, including any named executive officers, (suchwith a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as stock options) fora 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 exemption fromexecutive officer, director or service provider receives “deferred compensation” that does not satisfy the deductibility limitationsrequirements of Section 162(m). However,409A of the Code. Although we may authorize compensation payments that 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 exemptions inapplicable requirements of Section 162(m) when we believe that such payments are appropriate based upon all relevant facts and circumstances.409A of the Code.

Accounting for Stock-Based Compensation. We follow Financial Accounting Standard Board or FASB,(“FASB”) Accounting Standards Codification Topic or ASC,(“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 restricted stock unitRSU 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 committeeCompensation 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 during our fiscal years ended December 31, 2015, 2014 and 2013 by our named executive officers.officers during the fiscal years indicated.

Summary Compensation Table—20152022