MIME 2018 Proxy Statement

The audit committee met seven times during the year ended March 31, 2018. The audit committee operates under a written charter adopted by the Board, a current copy of which is available at the Investor Relations/Corporate Governance section of our website at www.mimecast.com . Compensation Committee Messrs. Ain, FitzGerald and Lieberman currently serve on the compensation committee, which is chaired by Mr. Lieberman. Ms. Elliott joined the compensation committee in November 2017 and replaced Mr. Schwartz, who had previously served on the compensation committee. Mr. FitzGerald joined the compensation committee in April 2018 following Ms. Elliott’s resignation from the Board. The Board has determined that each member of the compensation committee is “independent” as that term is defined in the applicable SEC and Nasdaq rules. The compensation committee’s responsibilities include: • reviewing and approving, or reviewing and making recommendations to our Board with respect to, the compensation of our executive officers, or directors and senior management, respectively; • overseeing an evaluation of our executive management; and • overseeing and administering our employee share option scheme or equity incentive plans in operation from time to time. The compensation committee may delegate authority to one or more subcommittees consisting of one or more of its members as it deems appropriate to carry out its responsibilities. The compensation committee met four times during the year ended March 31, 2018. The compensation committee operates under a written charter adopted by the Board, a current copy of which is available on the Investor Relations/Corporate Governance section of our website at www.mimecast.com. Compensation Committee Interlocks and Insider Participation During the year ended March 31, 2018, the members of our compensation committee included Messrs. Ain, Lieberman and Schwartz, and Ms. Elliott. Mr. Schwartz and Ms. Elliott resigned from the compensation committee in November 2017 and March 2018, respectively. None of the members of our compensation committee has at any time been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or compensation committee. For a description of transactions between us and members of our compensation committee and affiliates of such members, please see “Certain Relationships and Related Party Transactions.” Nominating and Corporate Governance Committee Messrs. Ain, FitzGerald and Lieberman currently serve on the nominating and corporate governance committee, which is chaired by Mr. FitzGerald. The Board has determined that each member of the nominating and corporate governance committee is “independent” as that term is defined in the applicable SEC and Nasdaq rules. The nominating and corporate governance committee’s responsibilities include: • identifying individuals qualified to become members of our Board; • recommending to our Board the persons to be nominated for election as directors and to each of our Board’s committees; • reviewing and making recommendations to our Board with respect to our board leadership structure; • reviewing and making recommendations to our Board with respect to management succession planning; and • developing and recommending to our Board corporate governance principles. The nominating and corporate governance committee met three times during the year ended March 31, 2018. The nominating and corporate governance committee operates under a written charter adopted by the Board, a current 10