MIME 2018 Proxy Statement

EXECUTIVE COMPENSATION Compensation Discussion and Analysis Overview This Compensation Discussion and Analysis describes the Company’s executive compensation program as it relates to the following “named executive officers”: • Peter Bauer, our Chief Executive Officer; • Peter Campbell, our Chief Financial Officer; • Edward Jennings, our Chief Operating Officer; • Robert P. Nault, our Senior Vice President and General Counsel; and • Janet Bishop-Levesque, our Senior Vice President, Systems, Risk and Security. The following discussion should be read together with the compensation tables and related disclosures set forth below. Our Company We are a leading global provider of cloud cyber resilience solutions for corporate data and email. Email is the number-one threat vector. Our fully-integrated, pure cloud services protect customers across the globe from incidents that typically start with email, including advanced cyberattacks, data loss, downtime, and human error. We mitigate the significant business disruption caused by email failure and downtime. Our cloud archive secures, stores and manages data, while addressing compliance, regulatory and e-discovery requirements, and improving employee productivity. We serve approximately 30,400 customers and protect millions of their employees around the world. Our service scales effectively to meet the needs of customers of all sizes. We sell our services through direct sales efforts and through our channel partners. Our sales model is designed to meet the needs of small and mid-market organizations and large enterprises across a wide range of industries and in over 130 countries. We have approximately 1,200 employees in twelve offices in the United States, the United Kingdom, South Africa, Australia, Dubai, UAE, the Netherlands and Germany. Effective April 1, 2018, we began filing periodic reports and registration statements with the SEC as a U.S. domestic issuer, after we determined that, as of September 30, 2017, we no longer qualified as a foreign private issuer under SEC rules. As a U.S. domestic issuer, we must now, for the first time, make our SEC filings under the rules applicable to U.S. domestic issuers, and must include certain disclosures that were not previously required, including this Compensation Discussion and Analysis. Executive Compensation – Summary The key objectives of our executive compensation program are: • to attract, motivate, reward and retain superior executive officers with the skills necessary to successfully lead, manage and grow our business; • to achieve accountability for performance by linking annual cash incentive compensation to the achievement of measurable performance objectives; and • to align the interests of our executive officers and our shareholders through short-term and long-term incentive compensation programs. For our executive officers, these short-term and long-term incentives are designed to accomplish these objectives by providing a significant correlation between our results of operations and their actual total compensation. 23