MIME 2018 Proxy Statement

We strongly believe that cash incentives based on corporate performance serve to align the interests of our executives with the interests of our shareholders because they focus executive attention on important metrics aligned with our long-term strategic goals aimed to drive the growth of long-term, sustainable shareholder value. Bonus payments under the Incentive Plan are capped at 200% of target. Payout Opportunities and Earned Awards The table below shows the target award under the Incentive Plan for the year ended March 31, 2018 as a percentage of each named executive officer’s annual base salary and the total of all quarterly cash bonus payments made to our named executive officers for performance in the year ended March 31, 2018. Quarterly performance is reviewed and the corresponding payments are approved by the compensation committee and made following the end of each fiscal quarter. The details regarding the determination of these cash bonus awards are discussed below. Name Base Salary for the Year Ended March 31, 2018 Target Incentive Plan Bonus (as a % of Base Salary) Target Incentive Plan Bonus (in Dollars) Actual Incentive Plan Bonus for the Year Ended March 31, 2018 Peter Bauer . . . . . . . . . . . . . . . . . . . $349,600 80% $279,680 $282,924 Peter Campbell . . . . . . . . . . . . . . . . $350,000 50% $175,000 $177,030 Edward Jennings . . . . . . . . . . . . . . . $301,500 90% $271,350 $274,499 Robert P. Nault . . . . . . . . . . . . . . . . $325,000 50% $162,500 $164,385 Janet Bishop-Levesque (1) . . . . . . . $275,000 50% $137,500 $33,138 (1) Ms. Bishop-Levesque’s employment with the Company commenced in December 2017. Her pro-rated base salary for the year ended March 31, 2018 was $80,221 and her pro-rated bonus target was $40,111. Performance Metrics, Goals and Actual Performance For the year ended March 31, 2018, our Incentive Plan bonus was based on two corporate performance metrics: (1) revenue and (2) Adjusted EBITDA. Revenue was weighted at 80% and Adjusted EBITDA was weighted at 20%. Revenue is consolidated revenue calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), except that the effects of changes in foreign currency exchange rates are excluded from the calculation to better reflect the actual performance of our Company and the direct efforts of our executive officers. While management estimates the impact of foreign currency exchange rates in the budgeting process, the compensation committee believes that the effect of actual foreign exchange rate movements should not have a positive or negative impact on executive incentive compensation. Adjusted EBITDA is a non-GAAP financial measure that we define as net (loss) income, adjusted to exclude: depreciation, amortization, disposals and impairments of long-lived assets, share-based compensation expense, restructuring expense, interest income and interest expense, provision for income taxes and foreign exchange (expense) income and includes rent paid in the period related to locations that are accounted for as build-to-suit facilities. Similar to revenue, Adjusted EBITDA is revised to account for the effects of changes in foreign currency exchange rates. Adjusted EBITDA is also further revised to reflect certain software amortization costs. For a reconciliation of these non-GAAP financial measures to the nearest comparable GAAP measure, please see Appendix A. For each metric, executives could earn 20% of the weighted target payout for achievement of threshold performance, 100% of target for target performance, and a maximum of 200% of target for meeting or exceeding 30