MIME 2018 Proxy Statement
$1,800 $1,600 $1,400 $1,200 $1,000 $800 FYE 2016 CEO Compensation vs. Indexed TSR CEO Comp ($1,000) Indexed TSR Indexed TSR Compensation Values FYE 2017 FYE 2018 $400 $350 $300 $250 $200 $150 $100 $50 $0 $600 $632 $1,525 $1,096 $400 $200 $0 Corporate Governance Highlights The compensation committee regularly reviews best practices in executive compensation and uses the guidelines below to design our compensation programs. WE DO: WE DO NOT: ✓ Pay for Performance . We align our executive compensation with shareholder returns by providing a significant portion of our named executive officers’ compensation in the form of awards tied to our short-term and long-term performance. X No Hedging of Company Ordinary Shares . We do not permit hedging of our ordinary shares. ✓ Caps on Individual Incentive Awards . We include caps on individual payouts in our executive cash incentive plan. X No Tax Gross-Ups . We do not provide any tax gross-ups to our executive officers. ✓ Compensation Risk Assessments . Our compensation committee annually reviews external market considerations, as well as internal considerations and the long-term interests of our shareholders, when making compensation decisions to ensure that excessively risky behaviors are not incentivized. X No Excessive Perquisites. We do not provide any perquisites to our executive officers other than those generally available to our employees. ✓ Double-Trigger Condition for Payment of Severance for Named Executive Officers . The employment agreements of our senior executive officers provide for satisfaction of “double trigger” conditions for payment of any cash severance amounts following a change in control. X No Excessive Executive Severance . We do not provide excessive executive severance benefits. ✓ Entirely Independent Compensation Committee . We have a compensation committee comprised entirely of independent directors. X No Repricing of Share Options . We do not permit repricing of share options granted by the Company without prior shareholder approval. ✓ Independent Compensation Consultant . We retain an independent compensation consultant to advise the compensation committee. 25
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