MIME 2018 Proxy Statement

change in control or a qualifying termination of employment following a change in control are appropriate because they encourage our named executive officers to stay focused on the business in those circumstances, rather than focusing on the potential implications for them personally. The employment agreements and offer letters are described in more detail below under the heading “Employment Arrangements with our Named Executive Officers.” Pension Benefits We did not sponsor any defined benefit pension or other actuarial plan for our named executive officers during the year ended March 31, 2018. Nonqualified Deferred Compensation We did not maintain any nonqualified defined contribution or other deferred compensation plans or arrangements for our named executive officers during the year ended March 31, 2018. Additional Compensation Policies and Practices Compensation Risk Oversight Our compensation committee has responsibility for establishing our compensation philosophy and objectives, determining the structure, components, and other elements of our compensation programs, and reviewing and approving the compensation of our named executive officers. In addition, our executive compensation programs and decisions have, as one of their objectives, to reduce incentives to expose the Company to imprudent risks that might harm the Company or our shareholders. Our compensation committee has overseen the establishment of a number of governors and controls that address compensation-related risk and serve to mitigate such risk. As a result, the compensation committee has concluded that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on our Company. Anti-Hedging and Pledging Policies Under our insider trading policy, employees are prohibited from buying or selling puts, calls, other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity (direct or indirect) to profit from any change in the value of the Company’s securities, except with the pre-approval from the General Counsel. Furthermore, the Company’s employees may not use the Company’s securities as collateral in a margin account or pledge Company securities as collateral for a loan (or modify an existing pledge), except with pre-approval from the General Counsel Tax We have not provided or agreed to provide any of our executive officers with a gross-up or other reimbursement for tax amounts they might pay pursuant to Section 4999 or Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwise. Sections 280G and 4999 of the Code provide that executive officers, directors who hold significant shareholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our Company that exceed certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Section 409A also imposes additional significant taxes on the individual in the event that an employee, director or service provider receives “deferred compensation” that does not meet the requirements of Section 409A. Generally, Section 162(m) of the Code disallows a federal income tax deduction for public company compensation in excess of $1 million paid for any fiscal year to “covered employees” of the company. With 33