MIME 2018 Proxy Statement

We expect to continue to provide our executive officers with a significant portion of their compensation through cash incentive compensation contingent upon the achievement of financial and operational metrics as well as through equity compensation. These two elements of executive compensation are aligned with the interests of our shareholders because the amount of compensation ultimately received will vary with our financial and operational performance. Equity compensation derives its value from the appreciation of our ordinary shares, which in the future is likely to fluctuate based on our financial and operating performance. Historically, all of our equity compensation for our executive officers has been in the form of options to purchase our ordinary shares, which only have intrinsic value if our share price increases over time. Performance Highlights Our performance in the year ended March 31, 2018 was very strong. Our key financial measures, GAAP revenue and Adjusted EBITDA (calculated as set forth below under the heading “Executive Compensation Program Elements – Incentive Compensation – Performance Metrics, Goals and Actual Performance”), also grew, with revenue rising from $186.6 million in the prior year to $261.9 million in fiscal 2018, a growth rate of over 40%, and Adjusted EBITDA increasing from $11.8 million to $25.8 million, a growth rate of 118%. In addition, our total shareholder return (“TSR”) for fiscal 2018 was 58%. Our strong short-term performance, however, is also backed up by our equally strong long-term performance. For example, over the past three years, our TSR has grown over 250%, while our revenue has increased nearly 85%. The first chart below reflects the Company’s three-year TSR versus the three-year TSR of the other companies in the Company’s compensation peer group. See “Compensation Peer Group” below. The second chart compares the three-year total compensation of our Chief Executive Officer (“CEO”) (as set forth in the “2018 Summary Compensation Table” below) and the three-year indexed TSR. Three Year TSR (3/29/2018) Five9, Inc. RingCentral, Inc. Callidus Software Inc. HubSpot, Inc. Varonis Systems, Inc. Instructure, Inc. Q2 Holdings, Inc. LogMeIn, Inc. Zendesk, Inc. Carbonite, Inc. Proofpoint, Inc. Qualys, Inc. Box, Inc. Imperva, Inc. Rapid7, Inc. Benefitfocus, Inc. -100.0% 0.0% 100.0% 200.0% 300.0% 400.0% 435.8% 314.2% 250.8% 183.5% 171.4% 135.8% 134.2% 115.5% 111.6% 111.0% 101.4% 91.9% 78.9% 56.5% 4.1% 1.4% 1.1% -33.7% 500.0% CyberArk Software Ltd. Paylocity Holding Corporation Mimecast 24