MIME 2018 Proxy Statement

Director Compensation Members of our Board who are our employees do not receive compensation for their service as directors. The chart below sets forth the annual cash compensation our non-employee directors receive for service on the Board and the committees on which they serve. Messrs. Dallé, Fiore and Lieberman are not considered to be non-employee directors for this purpose and did not receive any compensation under our non-employee director compensation policy. Director – Cash Compensation Annual Retainer – All non-employee directors . . . . . . . . $50,000 Audit Committee Chairperson . . . . . . . . . . . . . . . . . . . . . $25,000 Compensation Committee Chairperson . . . . . . . . . . . . . . $ 7,500 Nominating and Corporate Governance Committee Chairperson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,000 Lead Independent Director . . . . . . . . . . . . . . . . . . . . . . . $15,000 We pay our non-employee directors quarterly. We also reimburse each non-employee director for out-of-pocket expenses incurred in connection with attending our Board and committee meetings. The compensation committee, with the assistance of our independent compensation consultant, reviews director compensation periodically and recommends changes to the Board as necessary. Under our non-employee director compensation policy, each new non-employee director receives, at the time of his or her appointment to the Board, an initial, one-time equity grant (the “Initial Grant”) of restricted share units with a grant date fair value equal to $200,000. The Initial Grant vests in equal annual installments over three years, provided, however, that all vesting ceases if the director resigns from the Board or otherwise ceases to serve as a director of the Company, unless the Board determines that the circumstances warrant continuation of vesting. There is a requirement that each non-employee director retain at least 50% of the shares underlying the Initial Grant while the director remains a member of the Board. In addition, on the date of each annual general meeting of shareholders, each continuing non-employee director who has served as a director for the previous six months receives an annual equity grant of restricted share units with a grant date fair value equal to $150,000 that vests in full on the first anniversary of the date of grant, provided, however, that all vesting ceases if the director resigns from the Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting. The following table sets forth information regarding compensation earned by each non-employee director who served during the year ended March 31, 2018: Name Fees Earned or Paid in Cash ($)(1) Stock Awards ($)(2) Total ($) Aron Ain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000 199,994 249,994 Geraldine Elliott (3) . . . . . . . . . . . . . . . . . . . . 20,875 199,974 220,849 Christopher FitzGerald (4) . . . . . . . . . . . . . . . 70,000 149,975 219,975 Hagi Schwartz . . . . . . . . . . . . . . . . . . . . . . . . . 75,000 149,975 224,975 Stephen Ward (5) . . . . . . . . . . . . . . . . . . . . . . 12,500 199,981 212,481 (1) Amounts in this column represent fees earned under the non-employee director compensation policy for the fiscal year ended March 31, 2018. (2) Amounts in this column represent the grant date fair value of restricted share unit awards granted to the non-employee directors during the year ended March 31, 2018, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), excluding the estimated impact of forfeitures related to service-based vesting conditions, and do not represent the actual value that may be realized by directors upon vesting or settlement of the awards. The 13