MIME 2018 Proxy Statement

When setting executive compensation, our compensation committee and Board consider, among other things, our overall company performance, individual performance of the named executive officer, and compensation paid to executive officers in our peer group. Roles, Responsibilities and Process Our compensation committee, which is comprised entirely of independent directors, reviews the compensation packages for our named executive officers, including an analysis of all elements of compensation separately and in the aggregate. Our compensation committee operates under a written charter adopted by our Board, which provides that the compensation committee has overall responsibility for: • periodically reviewing and assessing our processes and procedures for the consideration and determination of executive compensation; • reviewing and approving grants and awards under incentive-based compensation plans and equity- based plans; and • determining the type and level of compensation of our CEO and our other executive officers. In reviewing and approving these matters, our compensation committee considers such matters as it deems appropriate, including our financial and operating performance, the alignment of the interests of our executive officers and our shareholders, and our ability to attract and retain qualified and committed individuals. In determining the appropriate compensation levels for our CEO, the compensation committee meets outside the presence of all our executive officers. With respect to the compensation levels of all other executive officers, the compensation committee meets outside the presence of all executive officers except our CEO. Our CEO annually reviews the performance of each of the other named executive officers with the compensation committee. The compensation committee believes that it has established an executive compensation program that is appropriate for our Company, with consideration given to our current growth stage, industry practices, and investor sentiment. Our executive compensation program will continue to evolve as our Company matures and as corporate governance and executive compensation best practices change over time. Independent Compensation Consultant The compensation committee has retained the services of Radford, an Aon company, as independent executive compensation consultant, to advise the compensation committee on compensation matters related to the executive officer and director compensation programs. In the year ended March 31, 2018, Radford assisted the compensation committee with, among other things: • executive and director market pay analysis; • reviewing and making changes to the compensation peer group; and • developing and refining of executive and director pay programs. Radford reported to the compensation committee and had direct access to the chairman and the other members of the compensation committee. Beyond advice related to the executive and director compensation programs, Radford did not provide other services to the Company in fiscal 2018. The compensation committee determined that Radford’s work for the compensation committee did not raise any conflicts of interest. Radford’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC and Nasdaq. 27