Table of Contents 1 54

MIME 2018 Proxy Statement

Letter to Shareholders 1
Notice of 2018 Annual General Meeting of Mimecast Limited 2
Table of Contents 4
GENERAL INFORMATION 6
Availability of Proxy Materials 6
Record Date 6
Quorum 6
Ordinary Shares Outstanding 6
Voting 6
Revoking Your Proxy 7
Votes Required to Adopt Resolutions 7
Broker Non-Votes 7
Voting Instructions 8
Voting Results 8
Additional Solicitation/Costs 8
Householding 8
RESOLUTIONS ONE, TWO AND THREE – RE-ELECTION OF DIRECTORS 9
Our Board of Directors 9
Nominees 9
Recommendation of the Board 10
Nominees for Election for a Three-Year Term Ending at the 2021 Annual General Meeting 10
Directors Continuing in Office Until the 2019 Annual General Meeting 10
Directors Continuing in Office Until the 2020 Annual General Meeting 11
Executive Officers 11
CORPORATE GOVERNANCE 12
Board Independence 12
Code of Business Conduct and Ethics 13
Corporate Governance Guidelines 13
Board and Committee Meetings 13
Committees 14
Identifying and Evaluating Director Nominees 16
Shareholder Communications 17
Board and Committee Evaluations 17
Board Leadership Structure and Board’s Role in Risk Oversight 17
Director Compensation 18
Compensation Risk Assessment 19
Anti-Hedging and Anti-Pledging Policies 19
RESOLUTIONS FOUR AND FIVE – APPROVAL OF THE APPOINTMENT OF OUR INDEPENDENT AUDITOR, AND AUTHORISATION OF THE BOARD TO DETERMINE THE REMUNERATION OF THE AUDITORS 19
Audit Fees 20
Recommendation of the Board 20
Pre-Approval Policies for Non-Audit Services 20
Report of the Audit Committee of the Board of Directors 22
RESOLUTION SIX – NON-BINDING, ADVISORY VOTE TO APPROVE RECEIPT OF REPORTS AND ACCOUNTS 23
Recommendation of the Board 23
RESOLUTION SEVEN – NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 23
Recommendation of the Board 24
RESOLUTION EIGHT – NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 24
Recommendation of the Board 24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 25
Section 16(a) Beneficial Ownership Reporting Compliance 27
EXECUTIVE COMPENSATION 28
Compensation Discussion and Analysis 28
2018 Summary Compensation Table 39
2018 Grants of Plan-Based Awards Table 40
Outstanding Equity Awards at March 31, 2018 Table 41
2018 Option Exercises and Stock Vested Table 42
Pension Benefits 42
Non-Qualified Deferred Compensation 42
Employment Arrangements with our Named Executive Officers 42
Estimated Payment and Benefits Upon Termination or Change of Control 45
Rule 10b5-l Plans 47
Equity Compensation Plan Information 48
Report of the Compensation Committee of the Board of Directors 48
RELATED PARTY TRANSACTIONS 49
Certain Relationships and Related Party Transactions 49
Policies and Procedures for Related Party Transactions 51
TRANSACTION OF OTHER BUSINESS 51
SHAREHOLDER PROPOSALS 52
Procedures for Submitting Shareholder Proposals 52
WHERE YOU CAN FIND MORE INFORMATION 52
APPENDIX A – RECONCILATION OF NON-GAAP FINANCIAL MEASURES 53

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