Exhibit 99.5
Brightcove Inc.
Non-Employee Director Compensation Policy
The purpose of thisNon-Employee Director Compensation Policy of Brightcove Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries. In furtherance of the purpose stated above, allnon-employee directors shall be paid compensation for services provided to the Company as set forth below.
Cash Retainers
Annual Retainer for Board Membership: $50,000 for the Board Chairperson and $40,000 for other Board members for general availability and participation in meetings and conference calls of our Board of Directors, to be paid quarterly.
Additional Retainers for Committee Membership:
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Audit Committee Chairperson: | | $ | 15,000 | |
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Audit Committee member: | | $ | 7,500 | |
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Compensation Committee Chairperson: | | $ | 10,000 | |
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Compensation Committee member: | | $ | 5,000 | |
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Nominating and Corporate Governance Committee Chairperson: | | $ | 7,500 | |
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Nominating and Corporate Governance Committee member: | | $ | 3,000 | |
Equity Retainers
Upon initial election to the Board: Each newnon-employee director who is first elected to the Board effective as of or subsequent to the Company’s initial public offering will receive initial equity awards with an aggregate target value of $180,000, split equally in value between restricted stock units and options to purchase shares of common stock (issued with an exercise price equal to the fair market value), that each vest quarterly over three years, provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. The shares underlying the initial grant of restricted stock units and stock options made to anynon-employee director who is first elected to the Board of Directors as of or subsequent to the Company’s initial public offering may not be sold while he/she remains a Board member.
On the date of the Company’s Annual Meeting of Stockholders: Each continuingnon-employee director who has served as a director for at least the six months prior to the Company’s Annual Meeting of Stockholders will receive annual equity awards with an aggregate target value of $90,000, split equally in value between restricted stock units and options to purchase shares of common stock (issued with an exercise price equal to the fair market value), that each vest in full after one year, provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting.
Expenses
The Company will reimburse all reasonableout-of-pocket expenses incurred bynon-employee directors in attending meetings of the Board or any Committee.
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| APPROVED: | | January 26, 2012 |
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| AMENDED AND RESTATED: | | December 16, 2016 |
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| AMENDED AND RESTATED: | | April 11, 2018 |
