We believe Ms. Allerton’s qualifications for nomination include her significant experience working for global multinational companies and running complex, international businesses, her extensive knowledge of technology and its successful application to data centers, and her experience as a board member of several large international companies.

Ms. Allerton holds bachelor’s degrees in mathematics from Imperial College, London and in physical sciences and geosciences from the Open University, United Kingdom, and a master’s degree in physics from the University of Manitoba, Canada.

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CORPORATE GOVERNANCE MATTERS

Ms. Arway served in a number of capacities during her 21-year career with the American Express Company, Inc., a publicly held global payments, network and travel company, until her retirement in 2008. Ms. Arway served as president, Japan/Asia Pacific/Australia Region, American Express International, Inc., Singapore from October 2005 to January 2008. From December 2004 to October 2005, Ms. Arway served as chief executive officer, American Express Australia Ltd., Sydney, Australia. From July 2000 to December 2004, Ms. Arway served as executive vice president and general manager, Corporate Travel North America, American Express Company, Inc. Ms. Arway has been a director of The Hershey Company, a publicly held company, since May 2010 and has been a director of DaVita Inc., a publicly held company, since May 2009. Ms. Arway has also been a director of Carlson Companies, Inc., a family-owned corporate travel management and private capital company, since May 2019.

We believe Ms. Arway’s qualifications for nomination include her significant leadership experience as a global executive, her expertise in the areas of marketing, international business, finance and government affairs and her experience as a board member of several large publicly held companies.

Ms. Arway holds a bachelor’s degree in languages from Memorial University of Newfoundland and a master’s degree in business administration from Queen’s University, Kingston, Ontario, Canada.

From June 1999, Mr. Bailey served in various roles of EDCI Holdings, Inc. (“EDCI”) which was taken private in 2010 and was dissolved as of September 2020. Mr. Bailey served as EDCI’s director from June 1999 to September 2020 and as its chief executive officer from July 2009 to September 2020. Mr. Bailey also served as chief executive officer of EDCI from November 2003 to November 2006. In addition, Mr. Bailey has served as a director of SMTC Corporation, a publicly held company, since June 2011 and as its non-executive chairman since April 2014. He also served as executive chairman and interim chief financial officer of SMTC Corporation from May 2013 to April 2014.

We believe Mr. Bailey’s qualifications for nomination include his deep industry knowledge and experience gained as the former chief executive officer of Arcus Data Security, an offsite data protection business we acquired in 1998, his understanding of our businesses, operations and strategies as a member of our Board for the past 20 years, his past experience as chairman and chief executive officer of another publicly held company and his service on the boards of directors of other publicly held companies.

Mr. Bailey holds bachelor’s degrees in economics and rhetoric from the University of California at Davis and a master’s degree in business administration from The Wharton School, University of Pennsylvania.

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CORPORATE GOVERNANCE MATTERS

Mr. Dauten has served as chairman of Keystone Capital, Inc. (“Keystone”), a private investment firm, since September 2017. Previously, Mr. Dauten served as managing director of Keystone, a position he held since founding the firm in February 1994. Mr. Dauten served as a director of Health Management Associates, Inc., a publicly held hospital management firm, from November 1988 until August 2013.

We believe Mr. Dauten’s qualifications for nomination include his deep industry knowledge and experience as the former president of HIMSCORP, Inc., a records management company we acquired in 1997, his extensive knowledge of the capital markets and business management as the managing director of a private investment business, his understanding of our businesses, operations and strategies as a member of our Board for over 20 years, his financial acumen, his prior service on the board of directors of another publicly held company and his prior experience as our lead independent director.

Mr. Dauten holds a bachelor’s degree in economics from Dartmouth College and a master’s degree in business administration from Harvard Business School.

Mr. Ford has served as principal partner for the CIO Strategy Exchange (“CIOSE”), a cross-industry consortium of 50 chief information officers from large global companies, since May 2015. From May 2013 to September 2013, Mr. Ford served as executive chairman of Aptean, Inc. (“Aptean”), a producer of enterprise software. From April 2012 to April 2013, Mr. Ford served as chief executive officer of Aptean. From February 2012 to March 2012, Mr. Ford served as an advisor to Aptean. Prior to these roles, Mr. Ford served as senior vice president and chief information officer of American Airlines Group from December 2000 to December 2011. Mr. Ford has been a director of Akamai Technologies, Inc., a content delivery network and cloud service provider, since June 2013, Michaels Companies, Inc., owner and operator of arts and crafts specialty retail stores, since September 2015 and JetBlue Airways, a major American airline, since January 2021.

We believe Mr. Ford’s qualifications for nomination include his extensive experience as an executive in the information technology field, his knowledge related to companies going through a technological transformation, his deep leadership experience and his experience as a board member of large public companies.

Mr. Ford holds a bachelor’s degree in business administration from Northeastern University.

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CORPORATE GOVERNANCE MATTERS

Dr. Halvorsen served in a number of capacities during his career with Intuit, Inc. (“Intuit”), a publicly held software company, until his retirement in October 2019. Dr. Halvorsen served as senior engineering fellow and senior vice president of Intuit from June 2016 to October 2019. He also served as chief technology officer of Intuit from 2007 to 2009 and chief innovation officer from 2009 to 2016. Prior to Intuit, Dr. Halvorsen was vice president of HP Labs, and center director of Solutions and Services for Hewlett-Packard Company, a publicly held company, where, from 2000 to 2005, he oversaw global research and advanced technology for its information technology services division. Dr. Halvorsen was laboratory manager and principal scientist at Xerox Palo Alto Research Center, where he founded the Information Sciences and Technology Lab and worked from August 1983 to May 2000. Dr. Halvorsen was a director of Nets A/S from December 2015 until February 2018. Dr. Halvorsen was a director of Autodesk Inc., a publicly held company, from March 2000 to June 2016.

We believe Dr. Halvorsen’s qualifications for nomination include his extensive knowledge about the technology industry, the development and use of new technology and the overall operation of technology businesses through his experience at large technology companies, his understanding and insight with respect to international businesses and his experience as a member of the boards of directors of publicly held companies.

Dr. Halvorsen holds a Ph.D. degree in linguistics from the University of Texas at Austin.

Ms. Matlock served in a number of capacities during her career at VMware, Inc. (“VMware”), a publicly traded software virtualization company, until her retirement in January 2021. Ms. Matlock served as a consultant from June 2020 to January 2021 and as senior vice president and chief marketing officer from June 2013 to June 2020. From July 2009 until June 2013, Ms. Matlock served as vice president, corporate marketing of VMware. Prior to these roles, Ms. Matlock served as executive vice president and general manager of Imperva, Inc. from December 2006 to October 2008. Ms. Matlock has served as a director of Cohesity, Inc., a privately held software development company, since January 2021, a director of People.ai, a privately held sales software company, since January 2021 and a director of Dremio Corporation, a privately held data lake transformation company, since March 2021.

We believe Ms. Matlock’s qualifications for nomination include extensive experience and executive leadership in global marketing, technology and digital solutions.

Ms. Matlock holds bachelor’s degrees in economics and music from Rice University.

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CORPORATE GOVERNANCE MATTERS

Mr. Meaney assumed the role of our chief executive officer (“CEO”) and, simultaneously, became a member of the Board, in January 2013. Mr. Meaney served as chief executive officer of The Zuellig Group, a private business to business conglomerate, from August 2004 until March 2012. Prior to that position, Mr. Meaney served as Managing Director and Chief Commercial Officer for Swiss International Air Lines, Ltd., a private company providing passenger and cargo transportation services in Europe and internationally, from December 2002 to January 2004. Mr. Meaney currently serves on the board of directors of State Street Corporation, a publicly held company that provides financial services to institutional investors. Mr. Meaney served on the board of directors of Qantas Airways Limited, an Australian publicly held company offering passenger and air freight transportation services, from February 2012 to June 2018. Mr. Meaney served on the New York Advisory Board of FM Global, a privately held mutual insurance company, until December 2019. Mr. Meaney served on the board of trustees of Carnegie Mellon University until June 2017 and on the board of trustees of Rensselaer Polytechnic Institute until April 2018.

We believe Mr. Meaney’s qualifications for nomination include his understanding of our businesses, operations and strategies as our current CEO, his extensive experience with global operations and capital allocation and his experience leading a primarily business to business company.

Mr. Meaney holds a bachelor’s degree in mechanical engineering from Rensselaer Polytechnic Institute and a master’s degree in industrial administration from Carnegie Mellon University.

Ms. Murdock held a variety of positions with MasterCard Worldwide, including serving as a member of the MasterCard Worldwide Operating Committee, chief payment system integrity officer and chief product officer from 2005 until her retirement in 2013. Since 2013, Ms. Murdock has served on the board of directors of USAA Federal Savings Bank. Ms. Murdock has served on the board of directors of USAA Savings Bank, a subsidiary of USAA Federal Savings Bank, since April 2016. Since March 2016, Ms. Murdock has served on the board of directors of La Caisse de dépôt et placement du Québec, an institutional investor that manages pension plans and insurance programs in Quebec. From December 2013 to May 2016, Ms. Murdock served as a non-executive director of Recall Holdings Limited (“Recall”), a publicly held information management company we acquired in 2016.

We believe Ms. Murdock’s qualifications for nomination include her deep industry knowledge and experience gained as a non-executive director of Recall, her significant leadership experience as a global executive and her expertise in the areas of international business and finance.

Ms. Murdock holds a bachelor’s degree from McGill University and a master’s degree in business administration from the University of Western Ontario.

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CORPORATE GOVERNANCE MATTERS

Mr. Rakowich served as chief executive officer of Prologis Inc. (“Prologis”), a publicly held logistics real estate investment trust (“REIT”), from November 2008 through June 2011, when Prologis merged with AMB Property Corporation (with the merged company being named Prologis), after which he assumed the role of co-chief executive officer and served as a member of the Prologis board of directors until he retired in December 2012. Mr. Rakowich held a number of senior management positions while at Prologis before becoming chief executive officer, including managing director and chief financial officer from December 1998 to January 2005 and president and chief operating officer from January 2005 to November 2008. Mr. Rakowich served on the Prologis board of trustees from January 2005 through June 2011. Mr. Rakowich is a member of the board of directors of Host Hotels & Resorts, Inc. and Ventas, Inc., each of which is a publicly held REIT.

We believe Mr. Rakowich’s qualifications for nomination include valuable industry knowledge and management expertise that Mr. Rakowich has developed as chief executive officer of an industrial REIT, his corporate finance and accounting expertise and his experience as a member of the board of directors of other publicly held REITs.

Mr. Rakowich holds a bachelor’s degree in accounting from Pennsylvania State University and a master’s degree in business administration from Harvard Business School.

Mr. Simons served as president and chief executive officer of Weyerhaeuser Co. (“Weyerhaeuser”), a publicly held timber REIT, from August 2013 until his retirement in December 2018. Prior to this role, Mr. Simons served as chairman and chief executive officer of Temple-Inland, a publicly held corrugated packaging and building products company, from December 2007 to February 2012. Mr. Simons has served on the board of directors of Fiserv, Inc., a publicly held global provider of financial services technology, since 2007. Mr. Simon served on the board of Weyerhaeuser from June 2012 to December 2018 and on the board of Temple-Inland from January 2008 to February 2012.

We believe Mr. Simons qualifications for nomination include valuable industry knowledge and management expertise that Mr. Simons developed as an executive of a publicly held REIT, as well as his strong skills in corporate finance and strategic planning.

Mr. Simons holds a bachelor’s degree in business administration from Baylor University and a juris doctor from the University of Texas.

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CORPORATE GOVERNANCE MATTERS

Mr. Verrecchia served as chairman of the board of directors of Hasbro, Inc. (“Hasbro”), a publicly held multinational toy and board game company, from May 2008 to May 2015. He was the president and chief executive officer of Hasbro from 2003 until 2008, and prior to that he served as Hasbro’s chief operating officer and chief financial officer. Mr. Verrecchia has served on the board of directors of several publicly held companies, including Old Stone Corp. from 1987 to 2012, FGX International Holdings Limited from February 2009 to March 2010 and CVS Caremark from September 2004 to March 2007.

We believe Mr. Verrecchia’s qualifications for nomination include his strong understanding and insights related to the operation of a global company as the former chairman and chief executive officer and president of a multinational publicly held corporation, his experience transforming a traditional product business, his extensive understanding of the capital markets and accounting as a former chief financial officer and his experience as a member of the board of directors of other publicly held companies.

Mr. Verrecchia holds a bachelor’s degree in accounting and a master’s degree in business administration, each from the University of Rhode Island.

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        Each director nominee must receive a majority of the votes cast on his or her nomination to be elected. This means a director nominee will be electedCORPORATE GOVERNANCE MATTERS

SELECTION OF DIRECTOR NOMINEES

The Nominating and Governance Committee is responsible for identifying and recommending to the Board only ifqualified candidates for nomination by the votes cast "For"Board at each annual meeting of stockholders, consistent with the criteria set forth in the Board-approved Corporate Governance Guidelines. The Board is responsible for nominating qualified candidates for election at each annual meeting of stockholders and for filling vacancies on the Board that may occur between annual meetings of the stockholders.

The Nominating and Governance Committee considers several factors when evaluating candidates to be nominated to the Board, including integrity, experience, achievements, judgment, intelligence, personal character, ability to make independent analytical inquiries, willingness to devote adequate time to Board duties and likelihood that each candidate will be able to serve on the Board for a sustained period. In connection with the selection of nominees for director, the Board’s policy is to give due consideration to the Board’s overall balance of diversity of perspectives, backgrounds and experiences. To implement and review the effectiveness of our diversity policy, the Nominating and Governance Committee reviews the appropriate skills and characteristics of members of the Board in the context of the then current composition of the Board.

The Board will not nominate any candidate who has not agreed to tender, promptly following the annual meeting at which such nominee's election exceed the votes cast "Against" such nominee's election, with abstentions and broker non-votes not counting as votes "For" or "Against." Under the Company's Bylaws, if the number of votes cast "For" a director nominee does not exceed the number of votes "Against" the nominee, and if the nomineecandidate is an incumbent director, then he or she must promptly tender his or her resignation from the Board. Each incumbent director has already tenderedelected, an irrevocable resignation that will be effective upon (1) the failure to receive the required number of votes for re-election at the Annual Meeting or anynext annual meeting of stockholders at which he or shesuch candidate faces re-election, and (2) the acceptance of such resignation by the Board.

The Board will decide within 90 days of the certification of the stockholder vote, through a process managed by the Nominating and Governance Committee ofconsiders director nominees who are properly recommended by stockholders for election to the Board at a meeting of stockholders at which directors are to be elected. To be proper, a director nominee recommendation must comply with applicable law, the Company’s Bylaws and the Company’s Corporate Governance Guidelines. The Nominating and Governance Committee will consider, and evaluate in the same manner, any suggestions offered by directors or stockholders with respect to potential director nominees. However, the Nominating and Governance Committee and excluding the Board are not required to enlarge the size of the Board in order to nominate an otherwise fully qualified candidate proposed by a stockholder. A stockholder wishing to nominate a director nominee in question, whether to accept the resignation. The Board's explanation of its decision will be promptly disclosed in a filingdirectly must comply with the SEC.

        Brokers and CDN are not permitted to vote your Shares for the election of directors absent instruction from you. Therefore, we urge you to give voting instructions to your broker on the proxy, or,procedures described in the case of CDI holders, give voting instructionsCompany’s Bylaws and this Proxy Statement.

NOMINATIONS AND PROPOSALS OF STOCKHOLDERS

A stockholder that wants to CDN, so that your votes may be counted on this important matter.

The Board recommends that you vote FORinclude a proposal in the election of each ofCompany’s proxy materials for consideration at the Board's eleven (11) nominees to serve as directors of Iron Mountain until the 20192022 Annual Meeting of Stockholders or until their successors are elected and qualified.

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GOVERNANCE

Independence

        Our Board is composed of a majority of directors who qualify as independent directors pursuant to Rule 14a-8 of the corporate governanceSecurities Exchange Act of 1934, as amended (the “Exchange Act”), must submit the proposal to the Company (i) by December 3, 2021 and (ii) in accordance with certain eligibility standards for companies listedand regulations established by the SEC and our Bylaws. A stockholder who intends to present a proposal at the 2022 Annual Meeting of Stockholders without inclusion of such proposal in the proxy materials must provide notice in accordance with Section 2.4 or Section 3.2 of our Bylaws, which require that notice of the proposal be received at our principal executive office no earlier than January 12, 2022 and no later than February 11, 2022. However, if the date of our 2022 Annual Meeting of Stockholders occurs more than 30 days before or 30 days after May 12, 2022, the anniversary of the 2021 Annual Meeting of Stockholders, a stockholder notice will be timely if it is received at our principal executive office by the later of (1) the 120th day prior to such annual meeting or (2) the close of business on the NYSE. tenth day following the day on which public disclosure of the date of the meeting was made. To be in proper form, a stockholder’s notice must include the specified information concerning the stockholder and the business proposal or nominee, as described in Sections 2.4, 3.2 and 3.3 of our Bylaws and must be mailed to the Company’s principal executive office, at the address stated herein, and should be directed to the attention of the Secretary of the Company.

BOARD AND COMMITTEE EVALUATIONS

The Nominating and Governance Committee annually establishes and oversees the Board evaluates independence pursuant to NYSE standardsand committee evaluation process. Generally, the Board and each yearcommittee conduct self-evaluations by affirmatively determining whethermeans of written questionnaires completed anonymously by each director has a direct or indirect material relationship with the Company (including its subsidiaries) and members of the Company's management that may interfere with such director's abilitycommittee member. The responses are summarized and provided to exercise his or her independence from the Company. When assessing the materiality of a director's relationship with the Company, the Board considers all relevant facts and circumstances, not merelyeach committee at their subsequent meetings for discussion and review. Historically, the Nominating and Governance Committee has from the director's standpoint but from that of the persons or organizations with which the director hastime to time engaged an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. None of our independent directors has any relationship with the Company or its management other than his or her service asthird-party firm to conduct a director and on committeescomprehensive independent evaluation of the Board, the committees and the Board has concluded that none of the Company'sindividual directors, possess the objective relationships set forthand we plan to continue this practice in the NYSE listing standards that prevent independence.future.

 When evaluating the independence

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Table of director nominees, the Board weighs numerous factors, including the effect of multiple years of service on the ability of our director nominees to maintain independence. In particular, the Board weighed the potential impact of tenure on the independence of our two longest serving directors, Messrs. Bailey and Dauten. Messrs. Bailey and Dauten have significant experience serving on the Board under different operating environments and with different management teams, including under two prior chief executive officers. The Board concluded that Messrs. Bailey and Dauten continue to be effective directors who fulfill their responsibilities with integrity and independence of thought. Therefore, the Board determined that their independence from management has not been diminished by their years of service.Contents

CORPORATE GOVERNANCE MATTERS

 The Board has determined that all of our non-management directors who served in 2017 qualify as independent under NYSE rules, including Mr. Chatfield who resigned effective September 8, 2017. One of our directors, Mr. Meaney, is a management employee involved in our day-to-day activities and is not considered to be an independent director.

Board Leadership Structure
BOARD STRUCTURE

 The Board does not have a formal policy on whether the roles of Chairman and CEO should be combined or separated.

BOARD LEADERSHIP STRUCTURE

The Board believes that Iron Mountain stockholders are best served by the Board having flexibility to consider the relevant facts and circumstances and determine at the time of the Chairman's election, the best leadership structure for the Company, including whether the roles of Chairman and CEO should be combined or separated, based on current relevant facts and circumstances rather than by adhering to a formal standing policy on the subject.

The Board has determined that the current position of Chairman should be held by a non-employee of the Company. The Board believes that the current leadershipCompany because this structure which separates the roles of CEO and Independent Chairman, fosters effective governance and oversight of the Company. The Independent Chairman controls thehas final oversight over Board meeting agendas, which ensures that topics deemed important by the independent directors are included in Board discussions and best enables the Board to express its views on our management, strategy and execution. The Independent Chairman is responsible for advising the CEO and presiding over meetings of the Board, presiding over all executive sessions of non-management directors, consulting with the CEO on Board meeting agendas and acting as a liaison between management and non-management directors. The CEO is responsible for setting the Company'sCompany’s strategy and leading the organization'sorganization’s day-to-day performance. We believe this governance structure promotes balance between the authority of those who oversee our business and those who manage it on a day-to-day basis.

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The Board convenes in non-management executive session before the conclusion of each in-person Board and committee meeting, and an executive session is offered in all telephonic Board and committee meetings.

INDEPENDENCE

Our Board is composed of a majority of directors who qualify as independent directors pursuant to the corporate governance standards for companies listed on the New York Stock Exchange (“NYSE”). The Board evaluates independence pursuant to NYSE standards each year by affirmatively determining whether each director has a direct or indirect material relationship with the Company (including its subsidiaries) or members of the Company’s management that may interfere with such director’s ability to exercise independence from the Company. When assessing the materiality of a director’s relationship with the Company, the Board considers all relevant facts and circumstances, not merely from the director’s standpoint but from that of the persons or organizations with which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. None of our independent directors has any relationship with the Company or its management other than service as a director and on committees of the Board, and the Board has concluded that none of the Company’s directors possess the objective relationships set forth in the NYSE listing standards that prevent independence.

When evaluating the independence of director nominees, the Board weighs numerous factors, including the effect of multiple years of service on the ability of our director nominees to maintain independence. The Board has determined that all of our non-management directors who served in 2020 and who are nominated as directors qualify as independent under NYSE rules. One of our directors, Mr. Meaney, is a management employee involved in our day-to-day activities and is not considered to be an independent director.

Board Meetings and Committees
BOARD COMMITTEES AND BOARD AND COMMITTEE MEETINGS

        Board Meeting Attendance.

BOARD MEETING ATTENDANCE

During the fiscal year ended December 31, 2017,2020, the Board held eightseven meetings. EachIn 2020, each incumbent director attended at least 75% of the aggregate number of meetings of the Board and allthe committees thereof on which such director served that were held during the fiscal year ended December 31, 2017.period such incumbent director served on the Board. All of our directors standing for re-election in 20172021 virtually attended our 20172020 Annual Meeting of Stockholders. Our policy with respect to directors'directors’ attendance at our annual meetings of stockholders can be found in our Corporate Governance Guidelines, the full text of which appears under the heading "Company/“Company/Investors/Corporate Governance"Governance” on our website at www.ironmountain.com.

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        Board Committees.CORPORATE GOVERNANCE MATTERS

BOARD COMMITTEES

The Board has the following standing committees: Audit Committee, Compensation Committee, Nominating and Governance Committee, Finance Committee, and Risk and Safety Committee and Technology Committee. The Board and management have assigned specific areas of risk oversight to each standing committee. The Board has adopted a charter for each of its standing committees, and each such charter is available on our website at www.ironmountain.com under the heading "Investors/“Investors/Corporate Governance."” During the fiscal year ended December 31, 2017,2020, the Audit Committee held sevensix meetings, the Compensation Committee held sevensix meetings, the Nominating and Governance Committee held five meetings, the Finance Committee held eightnine meetings and the Risk and Safety Committee held fourseven meetings. The Technology Committee was formed in October 2020 and did not hold any meetings. In 2020, each incumbent director who served on a Board committee attended at least 75% of that committee’s meetings held during the period such incumbent director served on that committee.

The Nominating and Governance Committee annually reviews the composition of the Board committees and considers whethertypically makes changes to recommend committee membership changes toeach year and each committee generally has a mix of directors who have previously served on the Board. As part of this process in 2017,committee and directors who have not previously served on the Board added new directors to committees and made other changes. Each committee also maintained several of its existing members for continuity.

        Membership on each committeecommittee. Committee membership as set forth below is as of April 20, 2018 is set forth in the chart below.1, 2021.

Committee Membership

		Audit Committee		Compensation Committee		Nominating and Governance Committee		Finance Committee		Risk and Safety Committee
Alfred J. Verrecchia(1)						ü*AUDIT COMMITTEE				6 Meetings in 2020
Jennifer CHAIR Rakowich	MEMBERS Allerton Bailey Dauten Murdock		ü								üEach member of the Audit Committee is independent as defined by the rules of the SEC, the NYSE listing standards and the Audit Committee Charter. In addition, the Board has determined that each member of the Audit Committee is an audit committee financial expert as defined by the rules of the SEC and is financially literate as defined by the NYSE listing standards.
Ted R. Antenucci		ü						ü
Pamela M. Arway				ü*		ü
Clarke H. Bailey						ü				ü*
Kent P. Dauten		ü				ü		ü*
Paul F. Deninger				ü				ü
Per-Kristian Halvorsen				ü						ü
William L. Meaney
Wendy J. Murdock				ü				ü
Walter C. Rakowich		ü*				ü

---

        Audit Committee.    Each member of the Audit Committee is independent as defined by the rules of the SEC, the NYSE listing standards and the Audit Committee Charter. In addition, the Board has determined that each member of the Audit Committee is an audit committee financial expert as

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defined by the rules of the SEC and is financially literate as defined by the NYSE listing standards. The Audit Committee: (1) assists the Board in oversight of the integrity of the Company's financial statements; (2) assists the Board in oversight of the Company's compliance with legal and regulatory requirements; (3) assists the Board in the oversight of the Company's compliance with requirements with respect to maintaining the Company's qualification for taxation as a REIT; (4) assists the Board in oversight of the independent registered public accounting firm's retention, qualifications and independence; (5) assists the Board in oversight of the performance of the Company's internal audit function and independent auditors; (6) prepares an Audit Committee report as required by the SEC to be included in the annual Proxy Statement; (7) reviews and evaluates the lead audit partner of the independent registered accounting firm; (8) performs such other duties as the Board may assign to the Audit Committee from time to time, such as approving transactions subject to our Related Person Transaction Policies and Procedures described on page 18 of this Proxy Statement; and (9) takes other actions to meet its responsibilities as set forth in its written charter.

1.	assists the Board in oversight of the integrity of the Company’s financial statements;
2.	assists the Board in oversight of the Company’s compliance with legal and regulatory requirements;
3.	assists the Board in the oversight of the Company’s compliance with requirements with respect to maintaining the Company’s qualification for taxation as a REIT;
4.	assists the Board in oversight of the independent registered public accounting firm’s qualifications and independence;
5.	assists the Board in oversight of the performance of the Company’s internal audit function and independent auditors;
6.	prepares an Audit Committee report as required by the SEC to be included in the annual proxy statement;
7.	reviews and discusses quarterly earnings releases and materials;
8.	monitors and assesses policies and practices with respect to risk assessment and risk management;
9.	reviews and evaluates the lead audit partner of the independent registered accounting firm;
10.	performs such other duties as the Board may assign to the Audit Committee from time to time, such as approving transactions subject to our Related Person Transaction Policies and Procedures described on page 26 of this Proxy Statement;
11.	furnishes periodic reports to the Board concerning the Audit Committee’s work; and
12.	takes other actions to meet its responsibilities as set forth in its written charter.

The Audit Committee is also responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters, including procedures for the confidential and anonymous submission by employees of the Company of any concerns regarding accounting or auditing matters they think may be questionable. Information about these procedures can be found in our Code of Ethics, which is available on our website, www.ironmountain.com, under the heading "Company/“Company/Investors/Corporate Governance."”

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        Compensation Committee.    Each memberTable of the Compensation Committee qualifies as independent under the NYSE listing standards. Contents

CORPORATE GOVERNANCE MATTERS

 

COMPENSATION COMMITTEE		6 Meetings in 2020
CHAIR Arway	MEMBERS Deninger* Ford Halvorsen Matlock Simons	Each member of the Compensation Committee qualifies as independent under the applicable NYSE listing standards, SEC rules and the Board’s independent assessment.

*	not standing for re-election

p	ROLES AND RESPONSIBILITIES

The Compensation Committee: (1) reviews, approves and recommends to the independent members of the Board the annual compensation, including base salary, equity-based incentives and the payment of short-term incentive compensation, for the CEO; (2) approves all long-term equity incentives to our employees, including the Named Executive Officers, under the 2014 Stock and Cash Incentive Plan, as amended, or the 2014 Plan; (3) reviews and approves the annual compensation, including base salary, equity-based incentives and the payment of short-term incentive compensation, for Named Executive Officers (other than the CEO) based on recommendations from the CEO and reports to the Board on such decisions; (4) reviews the Company's cash and stock-based incentive compensation plans to assess their effectiveness in meeting the Company's goals and objectives and exercises all of the authority of the Board with respect to the administration of such plans; (5) annually reviews and discusses with management a draft of the Company's Compensation Discussion and Analysis to be included in the Company's Annual Report on Form 10-K and annual proxy statement; (6) annually prepares and publishes an annual report of the Compensation Committee for inclusion in the Company's Annual Report on Form 10-K and annual proxy statement; (7) reviews and discusses at least on an annual basis the risks arising from the Company's compensation policies for its employees; (8) reviews and discusses "pay ratio" disclosure for inclusion in the Company's Annual Report on Form 10-K and annual proxy statement; and (9) takes other actions to meet its responsibilities as set forth in its written charter.

The Board has delegated final authority for compensation decisions for the Named Executive Officers,executive officers, other than our CEO, to the Compensation Committee. The Compensation Committee has the authority, as it deems appropriate, to delegate any of its responsibilities to a sub-committee composed of members ofand has delegated the Compensation Committee, but it hasauthority to the CEO to approve within an approved budget long-term equity incentive grants below maximum thresholds to employees who are not done so to date.executive officers or senior vice presidents.

For a discussion concerning the process and procedures for determining executive compensation and the role of executive officers and compensation consultants in determining or recommending the amount or form of compensation, see the "Compensation“Compensation Discussion and Analysis"Analysis” section in this Proxy Statement.

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CORPORATE GOVERNANCE MATTERS