WTV WisdomTree US Value Fund

Effective April 3, 2023, the board of directors (the “Board”) of iMedia Brands, Inc. (the “Company”) increased the size of the Board from eight directors to ten directors and appointed Jill Frizzley and Steven Panagos as members of the Board to fill the vacancies created by the increase in size of the Board. Ms. Frizzley and Mr. Panagos will serve until the next annual meeting of shareholders of the Company and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The Board also determined that Ms. Frizzley and Mr. Panagos are independent directors as defined in the listing standards of the Nasdaq Stock Market LLC and appointed them along with Landel Hobbs, Lead Independent Director and Chairperson of the Board, as members of a newly created special committee (the “Committee”) of the Board. Each of Ms. Frizzley and Messrs. Panagos and Hobbs will serve on the Committee until his or her death, resignation or removal.

Ms. Frizzley, 47, has served as the President of Wildrose Partners LLC, a firm that provides advisory services, including regarding fiduciary duties, corporate and board governance and corporate transformation and turnaround management planning, since June 2019. Her professional experience includes functioning as an independent director in corporate transformations. Ms. Frizzley has served as a director on numerous public and private boards of directors. Currently, Ms. Frizzley serves as an independent director on the board of directors of several companies, including Avaya Holdings Corp. (AVYAQ), Envision Healthcare Corporation, Voyager Digital, LLC (VYGVQ), Virgin Orbit Holdings, Inc. (VORB), Twin Star International, Inc. (d/b/a Twin Star Home), Eyecare Services Partners Management LLC and BlockFi International, Ltd. In the past five years, Ms. Frizzley has also served on the boards of Hudson Technologies, Inc. (HDSN) and Vivus, Inc. From April 2016 to May 2019, she served as Business Finance and Restructuring Counsel at Weil, Gotshal & Manges LLP, where she counseled boards of directors and senior leadership teams regarding restructuring transactions, contingency planning and corporate governance. Ms. Frizzley began her career at Shearman and Sterling, as an associate in September 2000 and, in January 2010, became counsel. Ms. Frizzley received a Bachelor of Science in Genetics from University of Alberta and a Bachelor of Laws from University of Toronto. Ms. Frizzley brings to our Board extensive corporate governance and corporate transformation experience.

Mr. Panagos, 61, has served as an independent director of various companies since June 2018, providing advisory services, including regarding corporate transformation and turnaround management. Mr. Panagos has served as a director on numerous public and private boards of directors. Mr. Panagos currently serves as an independent director on the board of directors of several companies, including Revlon Inc. (REVRQ), Vital Pharmaceuticals, Inc., Old Copper Company, Inc., American Consolidated Natural Resources, Inc. and MA Eagle Investments. In the past five years, Mr. Panagos has also served on the boards of Spirit Master Trust A, PhyMed Healthcare Group and Pier 1 Imports, Inc. From April 2009 to June 2019, he served as Managing Director and Vice Chairman of the Recapitalization & Restructuring Group at Moelis & Company, a financial advisory services corporation, where he led restructurings and reorganizations for companies and their creditors across a broad spectrum of industries. From March 1988 to March 2008, Mr. Panagos was the National Practice Leader of Kroll Zolfo Cooper’s Corporate Advisory & Restructuring Practice where he provided restructuring advice to numerous companies and creditors. Mr. Panagos received a Bachelor of Science in Accounting from University of Michigan. Mr. Panagos brings to our Board extensive corporate transformation experience.

In connection with each of Ms. Frizzley’s and Mr. Panagos’ appointments as a members of the Board, in lieu of participating in the Company’s non-employee director compensation plan, each will be entitled to cash compensation of $37,500 for each month for the first three months, and $33,000 a month for each month thereafter. Each of Ms. Frizzley and Mr. Panagos is entitled to indemnification by the Company, which is in substantially the same form as indemnifications provided by the Company to the executive officers and other directors of the Company. Neither Ms. Frizzley nor Mr. Panagos nor any member of her or his immediate family has or had a direct or indirect interest in any transaction in which the Company or any of its subsidiaries is or was a participant that would be required to be disclosed under Item 404(a) of Regulation S-K.