MIME 2018 Proxy Statement

respect to taxable years before January 1, 2018, compensation in excess of $1 million was exempt from this deduction limit if it qualified as “performance-based compensation” within the meaning of Section 162(m) and was payable pursuant to a binding written agreement in effect on November 2, 2017. The compensation committee has endeavored to structure compensation to maintain deductibility under Section 162(m) of the Code to the extent practicable, while maintaining the ability to provide a competitive compensation program for our named executive officers. Recently-enacted tax legislation, effective for taxable years beginning after December 31, 2017, (1) expands the scope of Section 162(m) such that all named executive officers are “covered employees” and anyone who was a named executive officer in any year after 2016 will remain a covered employee for as long as he or she (or his or her beneficiaries) receive compensation from the Company and (2) eliminates the exception to the deduction limit for commission-based compensation and performance-based compensation, except with respect to certain grandfathered arrangements in effect as of November 2, 2017 that are not subsequently materially modified. Accordingly, compensation paid to our named executive officers in excess of $1 million will not be deductible unless it qualifies for the transition relief applicable to certain arrangements in place as of November 2, 2017, as described above. The compensation committee believes that shareholder interests are best served if the committee retains maximum flexibility to design executive compensation programs that meet stated business objectives. For these reasons, the compensation committee, while considering tax deductibility as a factor in determining executive compensation, may not limit such compensation to those levels that will be deductible, particularly in light of the recent expansion of the covered employee group and the elimination of the exception for performance-based compensation. 2018 Summary Compensation Table The following table provides information regarding the compensation paid, earned, and received by each of our named executive officers for the fiscal years indicated. Name and Principal Position Fiscal Year Salary ($) (4) Bonus ($) (5) Option Awards ($) (6) Non-Equity Incentive Plan Compensation ($) (7) All Other Compensation ($) (8) Total ($) Peter Bauer . . . . . . . . . . . . . . . . . . . . . . 2018 349,525 — — 282,924 216 632,665 Chief Executive Officer 2017 347,275 — 704,688 472,856 216 1,525,035 2016 331,984 — 591,517 172,614 216 1,096,331 Peter Campbell . . . . . . . . . . . . . . . . . . . 2018 350,225 1,036 — 177,030 216 528,507 Chief Financial Officer 2017 303,650 — 939,583 273,674 216 1,517,123 2016 285,190 — 946,428 120,520 216 1,352,353 Edward Jennings (1) . . . . . . . . . . . . . . 2018 301,425 — — 274,499 432 576,356 Chief Operating Officer 2017 301,200 — 469,792 434,343 432 1,205,767 2016 187,563 545,000 3,924,716 171,839 432 4,829,549 Robert P. Nault (2) . . . . . . . . . . . . . . . . 2018 325,225 — — 164,385 216 489,826 Senior Vice President and 2017 181,117 — 1,515,398 161,876 216 1,858,606 General Counsel and Company Secretary Janet Bishop-Levesque (3) . . . . . . . . . . 2018 80,221 — 955,550 33,138 72 1,068,981 Senior Vice President, Systems, Risk and Security (1) Mr. Jennings’ employment with the Company commenced in August 2015. His annualized base salary for fiscal year 2016 was $300,000. (2) Mr. Nault’s employment with the Company commenced in September 2016. His annualized base salary for fiscal year 2017 was $325,000. 34