(d) Appointment of Marshall Heinberg as Member of the Board of Directors

On December 26, 2019, the Board of Directors (the “Board”) of the Registrant approved an increase in the size of the Board from seven to eight members and appointed Marshall A. Heinberg as a director to fill the vacancy created by the increase. Mr. Heinberg will serve in the class of directors whose term will expire at the Registrant’s 2020 Annual Meeting of Stockholders. There is no family relationship between Mr. Heinberg and any of the Registrant’s other directors or executive officers. The Registrant is not aware of any transaction involving Mr. Heinberg requiring disclosure under Item 404(a) of Regulation S-K. Additional information about Mr. Heinberg is set forth below.

Mr. Heinberg, age 62, is the founder of, and since 2012 has served as Managing Director of, MAH Associates, LLC, which provides strategic advisory and consulting services to various companies. Since 2015 he has served as a Senior Advisor to Burford Capital, a litigation finance company. He has served since September 2018 as Executive Chairman of the Board of Directors of Ecology and Environment Inc., a publicly traded environmental consulting firm that has entered into a definitive agreement to be acquired by WSP Global Inc., and has served on its Board of Directors and compensation committee since April 2017. Mr. Heinberg began his investment banking career in 1987 in the Corporate Finance Division of Oppenheimer & Co. Inc., which was acquired by the Canadian Imperial Bank of Commerce, or CIBC, in 1997. He served as Head of the Investment Banking Department and as a Senior Managing Director of Oppenheimer from 2008 until 2012, and as the Head of U.S. Investment Banking at CIBC World Markets from 2001 until 2008. He currently serves on the Board of Directors of the publicly traded companies Galmed Pharmaceuticals Ltd. and Universal Biosensors, Inc. and also serves on the Board of Directors of Union Carbide Corporation, a subsidiary of The Dow Chemical Company. Mr. Heinberg received a B.S. in Economics from the Wharton School of Business at the University of Pennsylvania and a J.D. from Fordham Law School.

In accordance with the Registrant’s compensation policy for non-employee directors, on March 2, 2020, Mr. Heinberg will be granted a restricted stock unit award having a value equal to $150,000 based on the closing price per share of the Registrant’s common stock on February 27, 2020 (two business days before the grant date), which will vest and become exercisable on March 2, 2021, subject to Mr. Heinberg’s continuous service through that date. Additionally, Mr. Heinberg will be entitled to receive a $50,000 annual retainer for his service as a director. Mr. Heinberg has also entered into the Registrant’s standard form of indemnification agreement.

About CHANNELADVISOR CORPORATION (NYSE:ECOM)

ChannelAdvisor Corporation is a provider of software as a service (SaaS) solutions. The Company’s SaaS solutions enable its retailer and manufacturer customers to integrate and manage their merchandise sales across various online channels. Through its platform, the Company enables its customers to connect with various sources of demand for their products, including e-commerce marketplaces, such as Amazon, eBay, Jet.com, Newegg and Sears, search engines and comparison shopping Websites, such as Google, Microsoft’s Bing and Nextag, and other channels, such as Facebook and Pinterest. The Company’s suite of solutions provides its customers with an integrated user interface to manage their product listings, inventory availability, pricing optimization, search terms, data analytics and other functions across the channels. The company also offers solutions that allow branded manufacturers to send their Web visitors directly to authorized resellers and to gain insight into consumer behavior.