MIME 2018 Proxy Statement

Recent Changes to Our Compensation Program To strengthen the alignment of the compensation program with the evolving strategic objectives of our Company, the compensation committee adopted several notable changes to the compensation program in the past two years. These changes include: • Changed Short-Term Incentive Plan Metrics . In the year ended March 31, 2017, we used three corporate performance metrics for determining bonuses under our executive cash incentive bonus plan: Global Net New Annual Recurring Revenue (“GNNARR”) (60% weighting), revenue (30% weighting), and Adjusted EBITDA (10% weighting). For the year ended March 31, 2018, however, our compensation committee determined to eliminate GNNARR and place a much stronger emphasis on revenue, which was weighted at 80% under our executive cash incentive bonus plan for the year ended March 31, 2018, and to increase the emphasis on Adjusted EBITDA. This shift in the performance metrics was done primarily because the compensation committee believes that our revenue reflects all of the growth levers of our business, including sales to new customers, additional sales to existing customers and retention. As a result, our revenue is more closely tied to the delivery of services to our customers. GNNARR, which is not reflective of all growth levers, remains an important metric to our senior sales leaders. The compensation committee also considered the importance of our publicly reported revenue performance to our shareholders and the corresponding alignment with our executives. The increased emphasis on Adjusted EBITDA reflects the increasing focus on driving profitability and achieving our long-term profitability goals. For additional information on our executive cash incentive plan, see “Executive Compensation Program Elements – Incentive Compensation” below. • Included an Additional Equity Vehicle in Our Long-Term Equity Mix . Historically, we have granted long-term incentive awards in the form of options to purchase our ordinary shares. While the compensation committee considers options to be performance-based and a simple and effective incentive vehicle, in fiscal 2019, the compensation committee determined to add restricted share units into our long-term incentive mix in order to provide a strong retention element and manage our equity usage, while still delivering a valuable incentive to our executives. • Revisions to Peter Campbell’s Employment Agreement . In July 2018, Mr. Campbell agreed to amend his employment agreement to eliminate any entitlement to severance in the event he was terminated for cause. He would also be eligible to receive his existing health and dental benefits for six months. The compensation committee believed that this provision, which was originally agreed to by the Company in 2009, was not in the Company’s best interest and was highly inconsistent with current market practice. In exchange for agreeing to eliminate this provision, Mr. Campbell’s employment agreement was further amended to provide to him certain rights to accelerated vesting of outstanding equity awards in the event of a change in control of the Company that are generally consistent with the contractual rights available to the Company’s other executive officers. For a description of Mr. Campbell’s employment agreement, see “Employment Arrangements with our Named Executive Officers – Peter Campbell” below. Compensation Setting Process Our Board, the compensation committee and our CEO are all involved in our executive compensation decision- making process. The compensation committee considers a broad range of quantitative and qualitative factors to assess the overall performance of the Company and its executives, including advice from the compensation committee’s independent compensation consultant and input from our CEO (with respect to the compensation of the named executive officers other than himself). After consulting with the independent compensation consultant and the CEO, the compensation committee determines the compensation of all executive officers of the Company other than the CEO. The compensation committee provides its recommendation on CEO compensation to the full Board for approval. 26