MIME 2018 Proxy Statement

To determine the size of annual equity grants, our compensation committee generally considers prior executive performance, role and responsibility, the executive’s ability to influence the Company’s long-term growth and business performance, among other factors. Additionally, the compensation committee takes into consideration equity grants at approximately the 50th percentile of our peer group. In past years, we have typically granted options to our executive officers. Our compensation committee continues to believe that options are inherently performance-based, requiring share price appreciation before there is any real value earned, while remaining a simple and transparent incentive vehicle. However, for fiscal year 2019, our compensation committee determined that annual equity grants should include a mix of options and restricted share units, which can add a strong retention element to the overall compensation mix while limiting dilution. Historically, the compensation committee has granted equity awards to executives in February of each year. For the year ended March 31, 2018, the compensation committee, however, determined to align the grant date for executive equity awards with the grant date for other eligible employees receiving annual equity awards, which is April 1 st . As a result, we did not grant any equity awards to our named executive officers in the year ended March 31, 2018, other than an option grant to Ms. Bishop-Levesque to purchase 80,000 ordinary shares in connection with the commencement of her employment with the Company in December 2017. Ms. Bishop- Levesque’s grant was intended to induce her to join the Company and to compensate her for equity forfeited when she left her prior employer. All executive officers, however, received equity awards in the early part of the year ending March 31, 2019. In connection with the executive equity grant that occurred in April 2018 (fiscal year 2019), the compensation committee sought to generally achieve a balance between share options and restricted share units based on value as follows: 75% of the value relates to share options and 25% of the value relates to restricted share units. Value for this purpose is based on an assumed share price appreciation over the vesting period of the awards. The compensation committee also recognized that the desire to achieve this balance may be outweighed by other compensation considerations. For the share options, 25% of the award vests on the first anniversary of the grant date, while the remaining award vests in equal quarterly installments over the next three years. The restricted share units vest in equal annual installments over four years from the grant date. The equity awards granted to the named executive officers in the year ending March 31, 2019 to date are set forth in the table below. Name Restricted Share Units Ordinary Shares Underlying Options Peter Bauer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,000 49,000 Peter Campbell . . . . . . . . . . . . . . . . . . . . . . . . . 8,000 41,000 Edward Jennings . . . . . . . . . . . . . . . . . . . . . . . 9,000 45,000 Robert P. Nault . . . . . . . . . . . . . . . . . . . . . . . . . 5,000 24,000 Janet Bishop-Levesque . . . . . . . . . . . . . . . . . . 4,000 20,000 Benefits and Perquisites For the year ended March 31, 2018, we provided our named executive officers with the same benefits that are provided to all employees generally, including medical, dental and vision benefits, group term life and long-term disability insurance and participation in our 401(k) plan. Severance and Related Benefits We have entered into employment agreements or offer letters with each of our named executive officers that provide for specified payments and benefits in connection with a change in control or termination of employment under certain circumstances. Our goal in providing these severance and change in control payments and benefits is to offer sufficient continuity protection such that our named executive officers will focus their full time and attention on the requirements of the business rather than the potential implications for their respective positions. We have also determined that accelerated vesting provisions with respect to outstanding equity awards in connection with a 32