UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
☑ | Filed by the Registrant | ☐ | Filed by a |
CHECK THE APPROPRIATE BOX: | ||
☐ | Preliminary Proxy Statement | |
☐ | Confidential, | |
☑ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material |
Iron Mountain Inc.IRON MOUNTAIN INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
PAYMENT OF FILING FEE (CHECK | |||
☑ | No fee | ||
☐ | Fee paid previously with preliminary materials | ||
☐ | Fee computed on table | ||
2023
NOTICE OF
ANNUAL MEETING
AND PROXY STATEMENT
IRON MOUNTAIN INCORPORATED
NOTICE OF 20202023 ANNUAL MEETING OF STOCKHOLDERS
DEAR STOCKHOLDER:
BACKGROUND
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Dear Stockholder:
You are cordially invited to attend the virtual Annual Meeting of Stockholders (the “Annual Meeting”) of Iron Mountain Incorporated (“Iron Mountain”, the “Company”, “we”, “us” or “our”) on Wednesday,Tuesday, May 13, 2020,9, 2023, at 9:12:00 a.m.p.m. Eastern Time.
As part of our precautions regarding the coronavirus (COVID-19), we are sensitive to the public health and travel concerns that our stockholders may have, as well as any protocols that federal, state and local governments may impose. As a result, theThe Annual Meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. The Annual Meeting can be accessed by visiting https://www.virtualshareholdermeeting.com/IRM2020IRM2023 and entering your 16-digit control number (included in the Notice Regarding the Availability of Proxy Materials, which is being mailed to stockholders of record on or about April 3, 2020March 30, 2023 (the “Notice of Internet Availability”)). The Annual Meeting will be for the purposes of considering and voting on:on the following items:
VOTING ITEMS
Proposal | Board Recommendation | ||
| Election of directors to the Company’s board of directors (the “Board”), to serve until the next Annual Meeting or until their successors have been duly elected and qualified; | FOReach director nominee | |
| Approval, by a non-binding advisory vote, of the compensation of our | FOR | |
3 | Approval of a non-binding, advisory vote on the frequency (every one, two or three years) of future advisory votes of stockholders on the compensation of the Named Executive Officers; and |
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4 | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, | FOR |
and to transact such other business as may properly come before the meetingAnnual Meeting or any adjournments or postponements thereof.
The foregoing items of business are more fully described in the attached Proxy Statement.
Only stockholders of record at the close of business (5:00 p.m. Eastern Time) on March 16, 202013, 2023 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof.
Your Vote is Important Regardless of the Number of Shares that You Beneficially Own
Attached to this notice is a Proxy Statement relating to the proposals to be considered at the Annual Meeting. We urge you to read the Proxy Statement carefully and, whether or not you plan to attend the virtual Annual Meeting, to vote your shares:
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Instructions regarding each method of voting are provided in the Notice of Internet Availability and stockholders can access proxy materials and vote at www.proxyvote.com. If you desire to submit your vote by mail, you may request a paper proxy card at any time on or before April 29, 2020.25, 2023. If you desire to submit your vote via internet or telephone, follow the instructions at www.proxyvote.com and use the stockholder identification number provided in the Notice of Internet Availability.
If you hold shares in the name of a brokerage firm, bank, nominee or other institution, you must provide a legal proxy from that institution in order to vote your shares at the Annual Meeting, except as otherwise discussed in the Proxy Statement.
All stockholders are cordially invited to attend the virtual Annual Meeting.
By order of the Board of Directors,
Deborah Marson
Executive Vice President, General Counsel & Secretary
March 30, 2023
BACKGROUND
| May 9, 2023, at 12:00 p.m. Eastern Time |
Live audio webcast accessible at https://www.virtualshareholder meeting.com/IRM2023 | |
Who Can Vote Stockholders of record at the close of business on March 13, 2023 (5:00 p.m. Eastern Time) may vote at the virtual Annual Meeting or any adjournment thereof | |
Your Vote is Important Regardless of the Number of Shares that You Beneficially Own
Attached to this notice is a Proxy Statement relating to the proposals to be considered at the Annual Meeting. We urge you to read the Proxy Statement carefully and, whether or not you plan to attend the virtual Annual Meeting, to vote your shares:
By Internet www.proxyvote.com | |
By telephone 1-800-690-6903 | |
By mail Complete and | |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS:
This Notice of Annual Meeting and Proxy Statement and Iron Mountain Incorporated’s Annual Report to Stockholders for the year ended December 31, 2022 are available at: https://materials.proxyvote.com/46284v.
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This summary contains highlights about Iron Mountain and the upcoming Annual Meeting. This summary does not contain all of the information that you should consider in advance of the Annual Meeting, and we encourage you to read the entire Proxy Statement and our 20192022 Annual Report on Form 10-K carefully before voting.
Notice and Voting RoadmapNOTICE AND VOTING ROADMAP
GENERAL INFORMATION
Annual Meeting of Stockholders
Tuesday, May
12:00
Live audio webcast available at https://
March | STOCK SYMBOL: IRM EXCHANGE: NYSE COMMON STOCKOUTSTANDING: 291,574,153 as of March 13, 2023 REGISTRAR &TRANSFER AGENT: Computershare STATE OFINCORPORATION: Delaware FOUNDED: 1951 PUBLIC COMPANY SINCE: 1996 | CORPORATE WEBSITE: www.ironmountain.com INVESTOR RELATIONSWEBSITE: investors.ironmountain.com 2023 ANNUALMEETING MATERIALS: www.proxyvote.com | ||||
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2022 PROXY STATEMENT | 3 |
PROXY SUMMARY
VOTING ROADMAP
PROPOSAL 1 | ELECTION OF DIRECTORS | ||||
The Board recommends a voteFOReach director nominee | |||||
SEE PAGE 9 |
Director Nominees
Name and Position | Age | Independent | Years of Tenure | Committee Memberships as of April 1, 2020 | Other Current Public Company Boards | ||||||||||||||
A | C | N&G | F | R&S | |||||||||||||||
Jennifer Allerton | 68 | 6 | ▲ | ▲ | Sandvik AB Aveva plc | ||||||||||||||
Pamela M. Arway | 66 | 6 | ▲ | ▲ | The Hershey Company DaVita Inc. | ||||||||||||||
Clarke H. Bailey | 65 | 22 | ▲ | ▲ | SMTC Corporation | ||||||||||||||
Kent P. Dauten | 64 | 23 | ▲ | ▲ | ▲ | ||||||||||||||
Paul F. Deninger | 61 | 10 | ▲ | ▲ | Resideo Technologies, Inc. EverQuote, Inc. | ||||||||||||||
Monte Ford | 60 | 1 | ▲ | ▲ | Akamai Technologies, Inc. Michaels Companies, Inc. | ||||||||||||||
Per-Kristian Halvorsen | 68 | 11 | ▲ | ▲ | |||||||||||||||
Robin L. Matlock | 54 | <1 | ▲ | ▲ | |||||||||||||||
William L. Meaney | 59 | 7 | State Street Corporation | ||||||||||||||||
Wendy J. Murdock | 67 | 4 | ▲ | ▲ | |||||||||||||||
Walter C. Rakowich | 62 | 7 | ▲ | ▲ | ▲ | Host Hotels & Resorts, Inc. Ventas, Inc. | |||||||||||||
Doyle R. Simons | 56 | <1 | ▲ | ▲ | Fiserv, Inc. | ||||||||||||||
Alfred J. Verrecchia | 77 | 10 | ▲ |
DIRECTOR NOMINEES
YEARS OF | COMMITTEE MEMBERSHIPS AS OF MARCH 30, 2023 | OTHER CURRENT PUBLIC COMPANY | ||||||||||||||||||
NAME AND POSITION | AGE | INDEPENDENT | TENURE | A | C | N&G | F | R&S | BOARDS | |||||||||||
Jennifer Allerton Chief Information Officer, F. Hoffman la Roche (retired) | 71 | 9 | Sandvik AB | |||||||||||||||||
Pamela M. Arway President, Japan/Asia Pacific/Australia Region, American Express International, Inc. (retired) | 69 | 9 | The Hershey Company DaVita Inc. | |||||||||||||||||
Clarke H. Bailey Chairman and Chief Executive Officer, EDCI Holdings, Inc. (retired) | 68 | 25 | ||||||||||||||||||
Kent P. Dauten Chairman, Keystone Capital, Inc. | 67 | 26 | ||||||||||||||||||
Monte Ford Principal Partner, CIO Strategy Exchange | 63 | 4 | Akamai Technologies, Inc. JetBlue Airways Centene Corporation | |||||||||||||||||
Robin L. Matlock Senior Vice President and Chief Marketing Officer, VMware, Inc. (retired) | 57 | 3 | MSCI Inc. | |||||||||||||||||
William L. Meaney Chief Executive Officer, Iron Mountain | 62 | 10 | State Street Corporation | |||||||||||||||||
Wendy J. Murdock Chief Product Officer, MasterCard Worldwide (retired) | 70 | 7 | AvidXchange Holdings, Inc. | |||||||||||||||||
Walter C. Rakowich Chief Executive Officer, Prologis (retired) | 65 | 10 | Host Hotels & Resorts, Inc. Ventas, Inc. | |||||||||||||||||
Doyle R. Simons Chief Executive Officer, Weyerhaeuser Co. (retired) | 59 | 3 | Fiserv, Inc. |
A: Audit Committee | N&G: Nominating and Governance Committee | R&S: Risk & Safety Committee | Chair | ||||
C: Compensation Committee | F: Finance Committee | Member |
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PROXY SUMMARY
BOARD SNAPSHOT
Corporate Governance Highlights
CORPORATE GOVERNANCE HIGHLIGHTS
The Board believes strong corporate governance is critical to achieving Iron Mountain’s long-term strategic goals and maintaining the trust and confidence of investors, employees, customers and other stakeholders. The following are highlights of our Corporate Governance Program:corporate governance program:
Board Independence | Board Performance | Corporate Governance Best Practices | ||
All directors are independent except the CEO Board committees are 100% independent Executive sessions at each Board meeting | Diverse Board with mix of skills, gender, tenure and age Each director attended at least 75% of the Board meetings and each director’s committee meetings held during the period Annual Board and committee evaluations overseen by the Nominating and Governance Committee | Annual election of directors with majority voting standard Significant Commitment to transparent reporting on sustainability and corporate responsibility efforts Hedging and pledging of Company stock by directors and executives is prohibited Code of Ethics | ||
2022 PROXY STATEMENT | 5 |
PROXY SUMMARY
PROPOSAL 2 | APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | ||||
The Board recommends a voteFORthis Proposal | SEE PAGE 29 |
5-YEAR TOTAL SHAREHOLDER RETURN ON $1 INVESTED AT JANUARY 1, 2018 CLOSE |
The MSCI US REIT Index is our primary benchmark for tracking our relative Total Shareholder Return (“TSR”) performance. We also track our compensation peer group, which represents companies of like sizes and businesses, for executive compensation benchmarking. This compensation peer group includes both real estate investment trust (“REIT”) and non-REIT companies. As the graph below shows, the total realizable pay for our CEO over the five-year period ended December 31, 2022 was at the 74th percentile among the companies in our compensation peer group, while the Company’s TSR performance over this same period was at the 78th percentile among these companies. This, along with the Company’s stronger relative TSR performance as compared to the MSCI US REIT Index, further demonstrates pay for performance alignment.
5-YEAR CEO REALIZABLE PAY - TSR ALIGNMENT BASED ON DIVIDEND ADJUSTED CLOSING STOCK PRICE |
CEO Realizable TDC Rank vs. 5-Year TSR Performance Rank
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PROXY SUMMARY
CEO:William Meaney (Age PERCENTAGE 91% of Total Compensation METRICS USED FOR SHORT-TERM INCENTIVE COMPENSATION: Revenue, Adjusted EBITDA, AFFO Per Share, Strategic Objectives METRICS USED FOR LONG-TERM INCENTIVE COMPENSATION: ROIC, Revenue, STOCK OWNERSHIP GUIDELINES:Yes ANTI-HEDGING/ANTI-PLEDGING POLICY:Yes |
PROPOSAL 3 | APPROVAL OF A NON-BINDING, ADVISORY VOTE ON THE FREQUENCY (EVERY ONE, TWO OR THREE YEARS) OF FUTURE ADVISORY VOTES OF STOCKHOLDERS ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS The Board recommends a voteFOR a vote of EVERY YEAR | SEE PAGE 67 |
PROPOSAL 4 | RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |||
The Board recommends a voteFORthis Proposal | SEE PAGE 68 |
2022 PROXY STATEMENT |
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The Board currently consists of fourteen (14)eleven (11) directors. In February 2020, the size of the Board was set at 13 directors, to take effect immediately at the conclusion of the Annual Meeting. Each director is currently serving a one-year term, and the term of each director will expire at the Annual Meeting. At the Annual Meeting, each nominee is to be elected for a one-year term to serve until the Company’s 20212024 Annual Meeting of Stockholders or until such nominee’s successor is elected and qualified.
The Board has selected as nominees the following thirteen (13)ten (10) individuals, all of whom are current directors of the Company: Jennifer Allerton, Pamela M. Arway, Clarke H. Bailey, Kent P. Dauten, Paul F. Deninger, Monte Ford, Per-Kristian Halvorsen, Robin L. Matlock, William L. Meaney, Wendy J. Murdock, Walter C. Rakowich and Doyle R. Simons andSimons. Alfred J. Verrecchia. Ted R. AntenucciVerrecchia is not standing for re-election at the Annual Meeting. Each nominee has agreed to serve if elected, and management has no reason to believe that any of the nominees will be unavailable to serve. For more detail on the process our Board follows when selecting nominees, please see page 16.15.
REQUIRED VOTE
Required Vote
Each director nominee must receive a majority of the votes cast on his or her nomination to be elected, with abstentions and broker non-votes not counting as votes cast. Under Iron Mountain’s Bylaws, if an incumbent director nominee does not receive a majority of votes cast on his or her nomination, then such nominee must promptly tender to the Board a resignation from the Board. Each incumbent director has already tendered 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 any meeting of stockholders at which such incumbent director 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 of the Board (the “Nominating and Governance Committee”), and excluding the director nominee in question, whether to accept the resignation. The Board’s explanation of its decision will be promptly disclosed in a filing with the Securities and Exchange Commission (the “SEC”).
Brokers are not permitted to vote for the election of directors without voting instructions. Therefore, we urge you to give voting instructions to your broker on the proxy so that your votes may be counted on this important matter.
2022 PROXY STATEMENT | 9 |
DIRECTOR NOMINEE SKILLS AND EXPERIENCE
The Board and the Nominating and Governance Committee select director nominees on the basis of theirseveral factors, 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 they will be able to serve on the Board for a sustained period. The Board and the Nominating and Governance Committee believe each director nominee should be well-versed in strategic oversight, corporate governance, stockholder advocacy, and leadership in order to be an effective member of the Board. 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.
We believe that all of our director nominees meet these criteria. Our director nominees bring a full array of business and leadership skills to their oversight responsibilities and represent diverse skills and experiences, which the Board believes will contribute to the effective oversight of the Company.
More details about the background and experience of each director nominee can be found below. Each director nominee has consented to be named in this Proxy Statement and to serve on the Board, if elected. The following information is presented as of April 1, 2020.March 30, 2023.
JENNIFER ALLERTON |
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DIRECTOR SINCE 2014 |
| Sandvik AB |
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Ms. Allerton has more than 40 years of information technology experience, most recently as chief information officer at F. Hoffman la Roche (“Roche”) in Switzerland with responsibility for information technology strategy and operations for the pharmaceutical division and all group information technology operations from June 2002 to July 2012. Prior to Roche, Ms. Allerton served from May 1999 to June 2002 as Technology Director at Barclaycard in the United Kingdom with responsibility for fraud operations and information technology. Ms. Allerton currently serves on the board of directors of Sandvik AB, a global engineering company, and Barclays Bank Ireland (Barclays Europe), a European bank. From July 2013 to July 2022, Ms. Allerton served as a non-executive director of Aveva plc, an industrial software company. From March 2017 to December 2017, Ms. Allerton served as a non-executive director of Paysafe Group plc, a provider of digital payments and transaction-related solutions to businesses and consumers.
▲ | REASONS FOR NOMINATION |
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.
▲ | EDUCATION |
Ms. Allerton holds bachelor’s degrees in mathematics from Imperial College, London and in physical sciences and geosciences from the Open University, United Kingdom, a master’s degree in physics from the University of Manitoba, Canada and a master’s degree in finance from the Open University, UK.
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CORPORATE GOVERNANCE MATTERS
PAMELA M. ARWAY | INDEPENDENT |
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DIRECTOR SINCE 2014 Independent Chair since |
| The Hershey Company DaVita Inc. |
▲ | BIOGRAPHY |
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 also served as a director of Carlson Companies, Inc., a family-owned corporate travel management and private capital company, from May 2019 to July 2021.
▲ | REASONS FOR NOMINATION |
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.
▲ | EDUCATION |
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.
CLARKE H. BAILEY | INDEPENDENT
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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 served as a director of SMTC Corporation, a publicly held company, from June 2011 to April 2021 and as its non-executive chairman from April 2014 to April 2021. He also served as executive chairman and interim chief financial officer of SMTC Corporation from May 2013 to April 2014.
▲ | REASONS FOR NOMINATION |
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 25 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.
▲ | EDUCATION |
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.
2022 PROXY STATEMENT | 11 |
CORPORATE GOVERNANCE MATTERS
KENT P. DAUTEN | INDEPENDENT |
| COMMITTEES Nominating and Governance | |
▲ | BIOGRAPHY |
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.
▲ | REASONS FOR NOMINATION |
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 25 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.
▲ | EDUCATION |
Mr. Dauten holds a bachelor’s degree in economics from Dartmouth College and a master’s degree in business administration from Harvard Business School.
MONTE FORD | INDEPENDENT | ||
| COMMITTEES Compensation, Risk and Safety (chair) | ||
DIRECTOR SINCE 2018 | OTHER CURRENT PUBLIC
| Akamai Technologies, Inc.
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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 publicly held content delivery network and cloud service provider, since June 2013 and JetBlue Airways, a publicly held major American airline, since January 2021. Mr. Ford has also been a director of Centene Corporation, a publicly held managed care organization, since November 2022. Mr. Ford served as a director of Michaels Companies, Inc., owner and operator of arts and crafts specialty retail stores, from September 2015 to April 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 publicly held companies.
▲ | EDUCATION |
Mr. Ford holds a bachelor’s degree in business administration from Northeastern University.
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CORPORATE GOVERNANCE MATTERS
ROBIN L. MATLOCK | INDEPENDENT |
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DIRECTOR SINCE 2019 |
| MSCI, Inc. |
▲ | BIOGRAPHY |
Ms. Matlock served in a number of capacities during her career at VMware, Inc. (“VMware”), a publicly held 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 on the board of MSCI, Inc., a publicly held investment research firm, since June 2022. Ms. Matlock has also 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.
▲ | REASONS FOR NOMINATION |
We believe Ms. Matlock’s qualifications for nomination include extensive experience and executive leadership in global marketing, technology and digital solutions.
▲ | EDUCATION |
Ms. Matlock holds bachelor’s degrees in economics and music from Rice University.
WILLIAM L. MEANEY | |||
| COMMITTEES None | ||
DIRECTOR SINCE 2013 | OTHER CURRENT PUBLIC
| State Street Corporation
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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 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.
▲ | EDUCATION |
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.
2022 PROXY STATEMENT | 13 |
CORPORATE GOVERNANCE MATTERS
| INDEPENDENT | |
| COMMITTEES Compensation (chair), Finance | |
DIRECTOR SINCE 2016 | OTHER CURRENT PUBLIC
| AvidXchange Holdings, Inc.
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BIOGRAPHY |
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. Since October 2021, Ms. Murdock has served on the board of AvidXchange Holdings, Inc., a publicly held account payable automation software and payment solutions company. From December 2013 to May 2016, Ms. Murdock served as a non-executive director of Recall Holdings Limited, a publicly held information management company we acquired in 2016.
▲ | REASONS FOR NOMINATION |
We believe Ms. Murdock’s qualifications for nomination include her deep industry knowledge and experience gained as a non-executive director of Recall Holdings Limited, her significant leadership experience as a global executive and her expertise in the areas of international business and finance.
▲ | EDUCATION |
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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AGE 65 | COMMITTEES Audit (chair), Finance, Nominating and Governance | ||
DIRECTOR SINCE 2013 | OTHER CURRENT PUBLIC
| Host Hotels & Resorts, Inc.
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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.
▲ | REASONS FOR NOMINATION |
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.
▲ | EDUCATION |
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.
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CORPORATE GOVERNANCE MATTERS
| INDEPENDENT | |
| COMMITTEES Compensation, Finance (chair) | |
DIRECTOR SINCE 2020 | OTHER CURRENT PUBLIC
| Fiserv, Inc.
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BIOGRAPHY |
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Mr. Simons served as president and chief executive officer
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Table of ContentsWeyerhaeuser 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.
REASONS FOR NOMINATION |
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.
▲ | EDUCATION |
Mr. Simons holds a bachelor’s degree in business administration from Baylor University and a juris doctor from the University of Texas.
SELECTION OF DIRECTOR NOMINEES
The Nominating and Governance Committee is responsible for identifying and recommending to the Board qualified candidates for nomination by the Board at each annual meeting of stockholders, consistent with the criteria set forth in theour Board-approved Corporatecorporate governance guidelines (our “Corporate Governance Guidelines.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 candidate is elected, an irrevocable resignation that will be effective upon (1) the failure to receive the required number of votes at the next annual meeting of stockholders at which such candidate faces re-election, and (2) the acceptance of such resignation by the Board.
The Nominating and Governance Committee considers 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 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 directly must comply with the procedures described in the Company’s Bylaws and this Proxy Statement.
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NOMINATIONS ANDCORPORATE GOVERNANCE MATTERS
STOCKHOLDER PROPOSALS OF STOCKHOLDERS
A stockholder that wants to include a proposal in the Company’s proxy materials for consideration at the 20212024 Annual Meeting of Stockholders pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must submit the proposal to the Company (i) by December 2, 20201, 2023 and (ii) in accordance with certain eligibility standards and regulations established by the SEC and our Bylaws. A stockholder who intends to present a proposal at the 20212024 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 13, 202110, 2024 and no later than February 12, 2021.9, 2024. However, if the date of our 20212024 Annual Meeting of Stockholders occurs more than 30 days before or 30 days after May 13, 2021,9, 2024, the anniversary of the 20202023 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 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.
TableNOMINATIONS OF INDIVIDUALS FOR ELECTION AS DIRECTORS USING PROXY ACCESS
A stockholder, or group of Contentsup to 20 stockholders, that has owned continuously for at least three years shares of our stock representing an aggregate of at least 3% of the total voting power of our outstanding shares entitled to vote in the election of directors, may nominate and include in our proxy materials director nominees constituting up to the greater of two or 20% of our Board (the “Proxy Access Director Nominees”), provided that the stockholder(s) and nominee(s) satisfy the requirements in our Bylaws. Notice of the Proxy Access Director Nominees must be received at our principal executive office no earlier than 150 calendar days, and no later than 120 calendar days, prior to the first anniversary of the date of the Company’s proxy statement released to stockholders in connection with the previous year’s annual meeting of stockholders.
STOCKHOLDER SOLICITATION OF PROXIES IN SUPPORT OF DIRECTOR NOMINEES OTHER THAN COMPANY NOMINEES
In addition to satisfying the applicable provisions of our Bylaws, including the deadline for written notices, and the requirements of Rule 14a-19 under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 no later than March 10, 2024. If the date of the 2024 Annual Meeting changes by more than 30 calendar days from the date of the Annual Meeting, such notice must instead be provided by the later of 60 calendar days prior to the date of the 2024 Annual Meeting or the 10th calendar day following public announcement by the Company of the date of the 2024 Annual Meeting.
BOARD AND COMMITTEE EVALUATIONS
The Nominating and Governance Committee annually establishes and oversees the Board and committee evaluation process. Generally, the Board and each committee conduct self-evaluations by means of written questionnaires completed anonymously by each director and committee member. The responses are summarized and provided to the Board and each committee at their subsequent meetings for discussion and review. Historically, the Nominating and Governance Committee has from time to time engaged an independent third partythird-party firm to conduct a comprehensive independent evaluation of the Board, the committees and individual directors, and we plan to continue this practice in the future.
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BOARD STRUCTURE
Board Leadership StructureBOARD LEADERSHIP STRUCTURE
The Board believes that Iron Mountain stockholders are best served by the Board having flexibility to consider and determine the best leadership structure for the Company, including whether the roles of ChairmanChair of the Board (“Chair”) 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 ChairmanChair should be held by aan independent non-employee of the Company becauseCompany. The Board believes this structure fosters effective governance and oversight of the Company. The Chairman has final oversight over Board meeting agendas, which ensures that topics deemed important byCompany, and allows the independent directors are included in Board discussionsCEO to focus on strategic planning and best enablesexecution of our day-to-day performance while the Chair leads the Board in its fundamental role of providing advice and oversight to express its views on our management, strategy and execution. management. Among other things, the Chair’s duties include:
● | Collaborating with the CEO to develop and approve Board meeting agendas and meeting schedules; |
● | Ensuring that topics deemed important by independent directors, such as views on our management, risk matters, strategy and execution, are included in Board discussions; |
● | Serving as an advisor to the CEO; |
● | Presiding over meetings of the Board, including all executive sessions of non-management directors; |
● | Advising the CEO on the content of information sent to the Board; |
● | Acting as a liaison between management and non-management directors; and |
● | Being reasonably available for direct communication with our major stockholders. |
The 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’s strategy and leading the organization’s day-to-day performance. We believebelieves 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.
The Board convenes in A non-management executive session is offered before the conclusion of each in-person Board and committee meeting, which further facilitates the independence of our Board. The current Chair has established strong working relationships with her fellow Board members and anhas garnered their confidence and respect.
There may however be unique circumstances, such as a change in executive session is offeredor Board composition or a significant strategic development, under which the Board may determine that stockholders are best served by combining the roles of Chair and CEO and appointing a strong lead independent director with robust duties and responsibilities. In the event that the roles of Chair and CEO are combined, we anticipate that the Board would appoint a strong lead independent director with a well-defined role similar to the responsibilities undertaken by our current Chair. We anticipate that we would disclose any such change in all telephonicour Board and committee meetings.leadership structure to the stockholder community.
IndependenceINDEPENDENCE
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 20192022 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 COMMITTEES AND BOARD AND COMMITTEE MEETINGS
Board Meeting AttendanceMEETING ATTENDANCE
During the fiscal year ended December 31, 2019,2022, the Board held sixseven meetings. In 2019,2022, each incumbent director attended at least 75% of the aggregate number of meetings of the Board and the committees on which such director served that were held during the periodwhile such
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incumbent director served on the Board. Ten of ourBoard or the respective committees. Nine (9) directors standing for re-election in 20202023 attended our 2019virtual 2022 Annual Meeting of Stockholders. Our policy with respect to 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/Investors/“Investors/Corporate Governance”Governance/Governance Documents” on our website at www.ironmountain.com.
BOARD COMMITTEES
The Board has the following standing committees: Audit Committee, Compensation Committee, Nominating and Governance Committee, Finance Committee and Risk and Safety Committee. The Technology Committee, which was formed in October 2020, was dissolved in May 2022, and its responsibilities were returned to the Board. 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/Corporate Governance.Governance/Governance Documents.” During the fiscal year ended December 31, 2019,2022, the Audit Committee held eightfour meetings, the Compensation Committee held sixfive meetings, the Nominating and Governance Committee held fourthree meetings, the Finance Committee held sevenfour meetings and the Risk and Safety Committee held sixthree meetings. In 2019,2022, 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 thethat committee.
The Nominating and Governance Committee typically makes changes to committee membership each year including adding certain newand each committee generally has a mix of directors while retaining existingwho have previously served on the committee and directors for continuity.who have not previously served on the committee. Committee membership as set forth below is as of March 31, 2020.30, 2023.
| MEMBERS | 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 defined by the rules of the SEC and is financially literate as defined by the NYSE listing standards.
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ROLES AND RESPONSIBILITIES |
►Roles and Responsibilities
The Audit Committee:
assists the Board in oversight of the integrity of the Company’s financial statements; | |
assists the Board in oversight of the Company’s compliance with legal and regulatory requirements; | |
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; | |
assists the Board in oversight of the independent registered public accounting firm’s qualifications and independence; | |
assists the Board in oversight of the performance of the Company’s internal audit function and independent auditors; | |
prepares an Audit Committee report as required by the SEC to be included in the annual proxy statement; | |
reviews and discusses quarterly earnings releases and materials; | |
monitors and assesses policies and practices with respect to risk assessment and risk management; | |
reviews and evaluates the lead audit partner of the independent registered accounting firm; | |
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 | |
furnishes periodic reports to the Board concerning the Audit Committee’s work; and | |
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 “Investors/Corporate Governance/Governance Documents.”
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COMPENSATION COMMITTEE | 5 Meetings in 2022 | |
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Murdock |
| Each member of the Compensation Committee qualifies as independent under the applicable NYSE listing standards, SEC rules and the Board’s independent assessment.
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►Roles and Responsibilities
ROLES AND RESPONSIBILITIES |
The Compensation Committee:
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; | |
approves all long-term equity incentives to our employees, including the executive officers, under the 2014 Stock and Cash Incentive Plan, as amended (the “2014 Plan”); | |
reviews and approves the annual compensation, including base salary, equity-based incentives and the payment of short-term incentive compensation, for | |
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; | |
annually reviews and discusses with management a draft of the Company’s Compensation Discussion and Analysis to be included in the Company’s annual proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K; | |
annually prepares and publishes an annual report of the Compensation Committee for inclusion in the Company’s annual proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K; | |
reviews and discusses at least on an annual basis the risks arising from the Company’s compensation policies for its employees; | |
reviews and discusses pay ratio disclosure for inclusion in the Company’s annual proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K; | |
annually review executive talent in coordination with the Board’s review; | |
10. | furnishes periodic reports to the Board concerning the Compensation Committee’s work; and |
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 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 and has delegated the authority to the CEO to approve within an approved budget long-term equity incentive grants below maximum thresholds to employees who are not 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 Discussion and Analysis” section in this Proxy Statement.
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CORPORATE GOVERNANCE MATTERS
NOMINATING AND GOVERNANCE COMMITTEE | 3 Meetings in 2022 | ||
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| MEMBERS | Each member of the Nominating and Governance Committee qualifies as independent under the applicable NYSE listing standards, SEC rules and the Board’s independent assessment.
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►Roles and Responsibilities
ROLES AND RESPONSIBILITIES |
The Nominating and Governance Committee:
annually reviews the composition of the Board and considers whether to recommend committee membership changes to the Board; | |
identifies and recommends candidates for nomination to the Board; | |
recommends to the Board structures and statements of the duties and responsibilities of each committee of the Board; | |
develops and recommends to the Board and implements corporate governance guidelines applicable to the Company; | |
develops and monitors an annual process to assess the effectiveness of the Board and implements and oversees an annual review of the performance of the Board (including evaluations of individual Board members) and each of the Board’s standing committees; | |
develops and proposes, for approval by the Board, compensation policies for the Company’s non-employee directors; | |
annually reviews contributions to candidates made by the Iron Mountain Incorporated Political Action Committee (“IMPAC”) | |
annually reviews the Company’s Political Contributions Policy and the Company’s compliance with that policy; | |
furnishes periodic reports to the Board concerning the Nominating and Governance Committee’s work; and | |
takes other actions to meet its responsibilities as set forth in its written charter. |
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CORPORATE GOVERNANCE MATTERS
| MEMBERS | Although the NYSE listing standards do not require a standing finance committee or that any such committee be comprised exclusively of independent members, all members of the Finance Committee qualify as independent under the applicable NYSE listing standards, SEC rules and the Board’s independent assessment.
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| ROLES AND RESPONSIBILITIES |
►Roles and Responsibilities
The Finance Committee:
reviews and provides recommendations with respect to the Company’s capital structure, leverage and financial strategies; | |
reviews the Company’s material capital allocation decisions, strategic investments and dispositions and other opportunities for maximizing stockholder value and periodically reviews and evaluates the performance of and returns on investments and dispositions approved by the Board; | |
considers, reviews and provides recommendations to the Board with respect to the Company’s dividend and share repurchase policies and programs and other strategies to return capital to stockholders; | |
reviews and approves the Company’s derivatives and hedging policies and strategies; | |
reviews the Company’s investment policies and practices; | |
reviews the Company’s credit ratings and strategy; | |
periodically reviews the Company’s investor relations strategy; | |
furnishes periodic reports to the Board concerning the Finance Committee’s work; and | |
performs such other duties as the Board may assign to the committee from time to time. |
CHAIR Ford |
| Although the NYSE listing standards do not require a standing risk and safety committee or that any such committee be comprised exclusively of independent members, all members of the Risk and Safety Committee qualify as independent under the applicable NYSE listing standards, SEC rules and the Board’s independent assessment.
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►Roles and Responsibilities
ROLES AND RESPONSIBILITIES |
The Risk and Safety Committee:
based on reports provided by the Company’s management, monitors | |
reviews the Company’s establishment and operation of its enterprise-wide risk management (“ERM”) | |
monitors the Company’s insurance program; | |
furnishes periodic reports to the Board concerning the Risk and Safety Committee’s work; and | |
examines any other matters referred to it by the Board. |
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THE BOARD’S ROLE, RESPONSIBILITIES AND POLICIES
The Board’s Role in Risk OversightTHE BOARD’S ROLE IN RISK OVERSIGHT
Our senior management, with oversight from the Board, is responsible for the Company’s risk management process and the day-to-day supervision and mitigation of enterprise risks. We have a comprehensive enterprise risk management program, including the receipt by our senior executive team of regular reports from our operations teams and standing committees of the Board that focus on enterprise risk, emerging trends and issues.
We have a comprehensive ERM which is designed to identify, assess, monitor and manage risk throughout the Company, with the Board exercising oversight responsibility for risk both directly and through standing committees. |
OUR BOARD OF DIRECTORS | ||||
The Board reviews and discusses with management significant risks affecting the Company, including matters escalated by its committees within their respective areas of oversight. The Board also formally reviews the Company’s overall risk position and risk management processes at least annually, which allows the Board and each OUR BOARD COMMITTEES The Nominating and Governance Committee | ||||
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The Audit Committee oversees, among other things, (i) the integrity of the Company’s financial statements and financial reporting process, (ii) the performance of the Company’s internal audit function and independent auditors, and (iii) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. The Audit Committee also assists the Board in overseeing the Company’s compliance with legal and regulatory requirements. The Compensation Committee oversees the executive compensation program throughout the year with the assistance of an independent compensation consultant and also reviews and discusses the risks arising from the Company’s compensation policies and practices. During each regularly scheduled Board meeting, each committee chair provides a summary to the Board of his or her committee’s risk discussions since the most recent regularly scheduled Board meeting.
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Our |
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Each of the Board’s standing committees has been assigned the oversight of certain identified risks, and the Board, or the committee of the Board assigned responsibility for a specific area of risk, receives updates from the Company executive accountable for understanding and mitigating each such identified risk. The Company’s Chief Risk Officer, who reports to the Chief Operating Officer, is responsible for the day-to-day oversight of the risk management program. The Chief Risk Officer provides an ERM report at each meeting of the Risk and Safety Committee. The ERM report addresses short-term and long-term enterprise risks, risk trends and noteworthy incidents. The Company’s Chief Compliance Officer, who reports to the General Counsel, is responsible for the development, review, and execution of the Company’s compliance and business conduct program and, with the General Counsel, regularly reports to the Board and the Audit Committee. The Company also consults with outside advisors as necessary to identify and understand emerging risks. OUR INTERNAL AUDIT TEAM The internal audit team, under the direct supervision of the Audit Committee, identifies and helps mitigate risk, and assesses and improves the Company’s internal controls. The internal audit team accesses the Company’s disclosure controls and procedures and reports any material weaknesses or significant deficiencies to the Audit Committee. At each meeting of the Audit Committee, the Vice President of Internal Audit and the Chief Compliance Officer meet with the Audit Committee in closed session.
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The Board’s Role in Management SuccessionTable of Contents
CORPORATE GOVERNANCE MATTERS
THE BOARD’S ROLE IN MANAGEMENT SUCCESSION
The Board oversees the recruitment, development, and retention of executive talent. Management succession is generally discussed throughout the year with the CEO at Board meetings and in executive sessions. Management succession discussions generally focus on the CEO and other senior executive roles and also include broader discussions about the Company’s workforce. The Board has regular and direct exposure to senior leadership and high-potential employees through meetings held throughout each year.
Stockholder Communications with the BoardSTOCKHOLDER COMMUNICATIONS WITH THE BOARD
The Board believes it is important to engage effectively with stockholders and has adoptedmaintains a written Stockholder Engagement and Communication Policy (the “Stockholder Engagement Policy”), which outlines the procedures for the Board’s engagement and communication with the Company’s stockholders. The Stockholder Engagement
Policy is overseen by the Nominating and Governance Committee. Under the Stockholder Engagement Policy, any stockholder, security holder or other interested party who desires to communicate with the Board, any individual director, including the Chairman,Chair, or the independent or non-management directors as a group, may do so by regular mail or email directed to the Secretary of the Company. Communications to the Board should be mailed to Corporate Secretary, Iron Mountain Incorporated, One Federal Street, Boston, Massachusetts 02110; the Secretary’s email address is corporatesecretary@ironmountain.com. Upon receiving such mail or email, the Secretary will assess the appropriate director or directors to receive the message and will forward the mail or email to such director or directors without editing or altering it.
Corporate Governance GuidelinesCORPORATE GOVERNANCE GUIDELINES
The Board has adoptedmaintains our Corporate Governance Guidelines that describe our corporate governance practices and policies and provide a framework for our Board governance. The topics addressed in our Corporate Governance Guidelines include: composition and selection of the Board; director responsibilities; Board meetings; Board committees; director access to management and independent advisors; director compensation; executive compensation clawback; director orientation and continuing education; management evaluation and succession; the Board’s annual performance evaluation and conflicts of interest. Our Corporate Governance Guidelines are available on our website, www.ironmountain.com, under the heading “Investors/Corporate Governance.Governance/Governance Documents.”
Insider Trading, Anti-Hedging and Anti-Pledging PolicyINSIDER TRADING POLICY
Our Insider Trading Policy, as adopted by our Board, provides our directors and employees with guidelines for when transacting the Company’s securities is appropriate. The Insider Trading Policy prohibits directors and all employees from engaging in short-term or speculative transactions involving the Company’s securities, such as short sales, optionoptions trading, short-termshot-term trading, standing or limit orders, and hedging transactions. The Insider Trading Policy also prohibitshedging. In addition, directors and executives with a title of senior vice president or above are prohibited from placing the Company’s securities in margin accounts or otherwise pledging shares of common stockCommon Stock. Also, directors and certain employees are required to receive approval from our general counsel’s office before transacting the Company’s securities or establishing contracts, instructions, or plans intended to satisfy the conditions of Rule 10b5-1(c) under the Company (“Common Stock”). AllExchange Act. As of March 30, 2023, all executive officers and directors are in compliance with our Insider Trading Policy.
Executive Compensation Clawback PolicyEXECUTIVE COMPENSATION CLAWBACK POLICY
Our Board has adopted Corporate Governance Guidelines, including an executive compensation clawback policy. The Company’s clawback policy permits recoupment of performance-based or incentive compensation if an executive officer has engaged in fraudulent or other intentional misconduct and the misconduct resulted in a material inaccuracy in the Company’s financial statements or performance metrics that affect such executive officer’s compensation. The Board may seek recoupment of the portion of the executive’s performance-based or incentive compensation paid or awarded to the executive that is greater than would have been paid or awarded if calculated based on the accurate financial statements or performance metrics.
Certain Relationships and Related Party TransactionsCERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Board has adopted a Related Person Transaction Policies and Procedures (the “Related Persons Policy”), which provides that all transactions with related persons are subject to approval or ratification by our Audit Committee. With certain exceptions, the Related Persons Policy provides that the Audit Committee shall review the material facts of all transactions with related persons and either approve or disapprove of the transaction. Under the Related Persons Policy, covered transactions include all transactions involving (i) the Company, (ii) amounts in excess of $120,000 and (iii) a Related Person (a term that includes executive officers, directors, nominees for election as directors, beneficial owners of 5% or more of the Company’s outstanding Common Stock and immediate family members of
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the foregoing). The Audit Committee will determine, among other considerations, (i) whether the terms of a covered transaction are fair to the Company and no less favorable to the Company than would be generally available absent the relationship with the counterparty, (ii) whether there are business reasons for the transaction, (iii) whether the transaction impairs the independence of an outside director, (iv) whether the transaction would represent an improper conflict of interest and (v) whether the transaction is material. In the event that prior approval of a covered transaction is not feasible, the Related Persons Policy provides that a
transaction may be approved by the chair of the Audit Committee in accordance with such policy. The chair shall report any such approvals at the next Audit Committee meeting. If the Company becomes aware of a transaction with a Related Person that has not been approved by the Audit Committee prior to its consummation, the Audit Committee shall review such transaction and evaluate all possible options, including ratification, revision or termination of such transaction and shall take such action as it deems appropriate under the circumstances. The Related Persons Policy is intended to supplement, and not supersede, our other policies and procedures with respect to transactions with Related Persons. ThereDuring the year ended December 31, 2022, there were no new transactions with related persons that required the review of our Audit Committee in 2019.Committee.
The Company’s Policy and Board Oversight of Political ExpendituresTHE COMPANY’S POLICY AND BOARD OVERSIGHT OF POLITICAL EXPENDITURES
Our Global Political Contribution Policy, adopted by our Nominating and Governance Committee, and together with our Code of Ethics and Business Conduct, guide our approach to ethical business behavior and corporate political contributions. Our Global Political Contribution Policy provides that Iron Mountain does not make political contributions in any form or amount from corporate funds or resources, even when permitted by applicable law. Iron Mountain does not use corporate funds in support of or opposition to political candidates, political parties, political committees and other political entities organized and operating for political candidates or for “electioneering” communications.
The Company administers IMPAC, which is a non-partisan political action committee supporting congressional candidates at the federal level only. IMPAC is governed by a set of bylaws and supervised by a board of directors composed of senior managers from different areas of the Company. IMPAC allows eligible employees to pool their resources to support candidates who understand the issues important to the Company’s business and its employees. Participation in IMPAC is strictly voluntary. Except for administrative expenses, IMPAC is funded solely by the Company’s employees and directors and is not supported by funds from the Company. IMPAC complies with federal election laws and all other applicable laws and reports regularly to the Federal Election Commission.
The Company is a member of a number of trade associations that participate in public relations activities such as education and conferences, but not for the purpose of making political contributions. Our Code of Ethics and Business Conduct and our Global Political Contribution Policy are available on our website under the heading “Investors/Corporate Governance.Governance/Governance Documents.”
Our Nominating and Governance Committee annually reviews contributions by the IMPAC, determines the IMPAC board members and reviews the Company’s Political Contribution Policy and the Company’s compliance therewith.
Director Stock Ownership GuidelinesDIRECTOR STOCK OWNERSHIP GUIDELINES
We maintain director stock ownership guidelines that require non-employee directors to achieve and maintain ownership of our Common Stock at or above a prescribed level. Our directors who are also employees of the Company are subject to the Company’s executive stock ownership guidelines described on page 4149 of this Proxy Statement. We established these guidelines to help align long-term interests of directors with stockholders. The guidelines require each director to own and retain Common Stock, exclusive of unexercised stock options and performance shares or performance units (“PUs”), having a value equal to fivesix times the director’s annual cash retainer earned for serving on the Board.
AllAs of March 30, 2023, all of the Company’s non-employee directors are in compliance with the director stock ownership guidelines.
Each director subject to the Company’s stock ownership guidelines is required to retain an amount equal to 50% of the net shares received as a result of the settlement or vesting of restricted stock, restricted stock units (“RSUs”), PUs or the exercise of stock options until such director meets the minimum ownership threshold. “Net shares” are those shares that remain after shares are sold or netted to pay any applicable taxes or purchase price. Because directors must retain a percentage of shares resulting from the vesting of RSUs until they achieve the minimum share ownership threshold, there is no minimum time period required to comply initially with the guidelines.
2022 PROXY STATEMENT | 25 |
CORPORATE GOVERNANCE MATTERS
DIRECTOR COMPENSATION
2019 Director Compensation Plan and Director Deferred Compensation Plan2022 DIRECTOR COMPENSATION PLAN AND DIRECTOR DEFERRED COMPENSATION PLAN
Directors who are employees of the Company do not receive additional compensation for serving on the Board. Pursuant to the 20192022 Company’s Compensation Plan for Non-Employee Directors, non-employee directors received an annual retainer of $80,000 in 2019,2022, and committee members and committee chairs received annual retainer fees as set forth below:
Audit Committee | Compensation Committee | Nominating and Governance Committee | Finance Committee | Risk and Safety Committee | |||||||||||
Annual Committee Member Retainer | $ | 13,500 | $ | 12,500 | $ | 10,000 | $ | 10,000 | $ | 10,000 | |||||
Annual Committee Chair Retainer | $ | 15,000 | $ | 15,000 | $ | 12,000 | $ | 12,000 | $ | 12,000 |
AUDIT COMMITTEE | COMPENSATION COMMITTEE | NOMINATING AND GOVERNANCE COMMITTEE | FINANCE COMMITTEE | RISK AND SAFETY COMMITTEE | TECHNOLOGY COMMITTEE(1) | |||||||||||||
Annual Committee Member Retainer | $ | 15,000 | $ | 15,000 | $ | 15,000 | $ | 15,000 | $ | 15,000 | $ | 15,000 | ||||||
Annual Committee Chair Retainer | $ | 20,000 | $ | 20,000 | $ | 20,000 | $ | 20,000 | $ | 20,000 | $ | 20,000 |
(1) | The Technology Committee was dissolved in May 2022 and its responsibilities were returned to the Board. |
Any non-employee director who served on the Board or a committee for less than the entire year received a pro rated retainer based on the dates such non-employee director served on the Board or the applicable committee. In addition, in 2019 the Chairman receivedour Chair receives a retainer of $125,000.$150,000.
Non-employee directors received annual grants of RSUs for the number of shares of our Common Stock equal to $160,000$170,000 divided by the Fair Market Value (as defined in the 2014 Plan) on May 22, 2019,10, 2022, the date of our 20192022 Annual Meeting of Stockholders. Non-employee directors who joined the Board after the 2019 Annual Meeting of Stockholders received a pro rated grant as of the date of their appointment to the Board. The RSUs vested immediately on the date of grant.
The Director Deferred Compensation Plan (the “DDCP”), allows non-employee directors to defer the receipt of between 5% and 100% of their cash retainers, in which case participating non-employee directors receive shares of phantom stock in an amount equal to the amount of the cash retainer deferred divided by the fair market value of one share of Common Stock as of the crediting date. Non-employee directors may also defer some or all of their annual RSU grant under the DDCP and receive a number of shares of phantom stock equal to the amount of the annual RSU grant. Dividends, if any, accrued on such phantom stock are deemed to be similarly deferred and credited to the participating non-employee director’s account. The shares of phantom stock are payable in shares of Common Stock on various dates selected by each participating non-employee director or as otherwise provided in the DDCP. Deferral elections and elections relating to the timing and form of payments are made prior to the period in which the retainers, fees and awards are earned. The Company does not contribute any matching, profit sharing or other funds to the DDCP for any participating director. Amounts under the DDCP are treated as invested in shares of our Common Stock. The DDCP is administered by the Chair of the Compensation Committee and the executive vice president primarily responsible for oversight and administration of our compensation programs.
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2019 Director Compensation
CORPORATE GOVERNANCE MATTERS
2022 DIRECTOR COMPENSATION
The following table provides certain information concerning compensation earned by non-employee directors during the year ended December 31, 2019.2022.
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | |||||||||
Jennifer Allerton | $ | 103,500 | $ | 159,997 | $ | — | $ | 263,497 | |||||
Ted R. Antenucci | $ | 103,500 | $ | 159,997 | $ | 97,413 | (3) | $ | 360,910 | ||||
Pamela M. Arway | $ | 117,500 | $ | 159,997 | $ | 10,010 | (3) | $ | 278,151 | ||||
Clarke H. Bailey | $ | 112,000 | $ | 159,997 | $ | 120,985 | (3) | $ | 392,982 | ||||
Kent P. Dauten | $ | 125,500 | $ | 159,997 | $ | — | $ | 285,497 | |||||
Paul F. Deninger | $ | 102,500 | $ | 159,997 | $ | 4,759 | (3) | $ | 262,497 | ||||
Monte Ford | $ | 119,490 | $ | 159,997 | $ | — | $ | 279,487 | |||||
Per-Kristian Halvorsen | $ | 102,500 | $ | 159,997 | $ | 70,960 | (3) | $ | 333,458 | ||||
Robin Matlock | $ | 51,250 | $ | 143,340 | $ | — | $ | 194,590 | |||||
Wendy J. Murdock | $ | 102,500 | $ | 159,997 | $ | 14,788 | (3) | $ | 277,285 | ||||
Walter Rakowich | $ | 124,599 | $ | 159,997 | $ | — | $ | 284,596 | |||||
Alfred J. Verrecchia | $ | 227,000 | $ | 159,997 | $ | 100,034 | (3) | $ | 487,031 |
NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | ALL OTHER COMPENSATION ($) | TOTAL ($) | ||||||||||||
Jennifer Allerton | $ | 117,500 | $ | 169,950 | $ | – | $ | 287,450 | ||||||||
Pamela M. Arway | $ | 142,253 | $ | 169,950 | $ | – | $ | 312,203 | ||||||||
Clarke H. Bailey | $ | 137,880 | $ | 169,950 | $ | 185,148 | (3) | $ | 492,978 | |||||||
Kent P. Dauten | $ | 135,000 | $ | 169,950 | $ | – | $ | 304,950 | ||||||||
Monte Ford | $ | 127,500 | $ | 169,950 | $ | – | $ | 297,450 | ||||||||
Robin L. Matlock | $ | 117,500 | $ | 169,950 | $ | 8,581 | (3) | $ | 296,031 | |||||||
Wendy J. Murdock | $ | 123,750 | $ | 169,950 | $ | – | $ | 293,700 | ||||||||
Walter C. Rakowich | $ | 145,000 | $ | 169,950 | $ | – | $ | 314,950 | ||||||||
Doyle R. Simons | $ | 120,000 | $ | 169,950 | $ | 62,458 | (3) | $ | 352,408 | |||||||
Alfred J. Verrecchia | $ | 265,000 | $ | 169,950 | $ | 171,183 | (3) | $ | 606,133 |
(1) | Mr. |
(2) | The amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value of RSUs granted in |
(3) |
Modifications to Director Compensation for 2020MODIFICATIONS TO DIRECTOR COMPENSATION FOR 2023
The Compensation Committee annually reviews, with assistance from our independent compensation consultants, the compensation of our non-employee directors in comparison to companies with similar revenues and business and makes adjustments it believes are appropriate.
There were no changes made Based on this review, the Compensation Committee did not recommend any change to the retainer fees or equity compensation in the Company’s Compensation Planof our non-employee directors for Non-Employee Directors for 2020.2023.
2022 PROXY STATEMENT | 27 |
OTHER CORPORATE GOVERNANCE MATTERS
Code of EthicsCODE OF ETHICS
Our Code of Ethics and Business Conduct applies to each of the Company’s employees, including officers and directors. Our Code of Ethics and Business Conduct is posted on our website, www.ironmountain.com, under the heading “Investors/Corporate Governance.Governance/ Governance Documents.” A printed copy of our Code of Ethics and Business Conduct is also available free of charge to any stockholder who requests a copy. We intend to disclose any amendment to, or waiver
from, a provision of our Code of Ethics and Business Conduct applicable to our CEO, chief financial officer or principal accounting officer or controller by posting such information on our website. Any waivers applicable to any other executive officers will also be promptly disclosed to stockholders on our website.
Corporate Social ResponsibilitySUSTAINABILITY
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) OVERVIEWOUR APPROACH
Iron Mountain is committed to living by our core values and putting them into action every day and in everything we do – from safeguarding our customers’ information to empowering employees, serving our communities, and protecting the environment. Our ESG principles are integrated across the business and we strive to deliver solutions that enable bothbe our organizationcustomers’ most trusted partner for protecting and our customersunlocking the value of what matters most to manage informationthem in a manner that is environmentally consciousinnovative and socially responsible.responsible ways.
We conduct periodic ESG materiality assessments, which serve to prioritize ESG issuestopics through engagement with internal and external stakeholders. This process helps to manage ESG risks and identify the topics that are most relevant to the success of our company. While our priority issues evolve, each year we remain focused on three core elements:areas that will not only protect and elevate the power of our customers’ work, but enable a lasting, positive impact on people, planet and performance.
Our PlanetWe are committed to transparent reporting on our ESG initiatives and other sustainability efforts, and we publish an annual report in accordance with the guidelines set out by the Task Force for Climate Related Financial Disclosures and the Global Reporting Initiative Standards. A copy of our corporate responsibility report is available on the “About Us” section of our website, www.ironmountain.com, under the heading “Sustainability”.
OUR PLANET
We are committed to reducing our impact on the environment while driving value to our customers, investors and the communities in which we operate.
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Our CommunitiesOUR PEOPLE
We engage with our local communities and support charitable causes.
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Our People
Attracting, developing, and empowering individuals with a wide range of experiences, capabilities, and points of view is aare key componentcomponents of our success.
Our global Inclusion and Diversity strategy ensures we have the best talent to deliver our business objectives, enable an innovative, high-performance culture and deliver superior performance to our customers and | |
This commitment starts with our Board of Directors; |
The NominatingOUR COMMUNITIES
We engage with our local communities and Governance Committee receives periodic reports of ESG strategy and initiatives. Iron Mountain is committed to transparent reporting on sustainability and corporate responsibility efforts. We publish an annual corporate responsibility report in accordance with the Global Reporting Initiative Standards. A copy of our corporate responsibility report is available on the “About Us” section of our website, www.ironmountain.com, under the heading “Corporate Social Responsibility”.support charitable causes.
2020 PROXY STATEMENT 29
▲ | We offer philanthropic support to our global community through our Living Legacy Initiative, which is our commitment to help preserve and make accessible cultural and historical information and artifacts. |
▲ | We encourage our employees to volunteer and offer paid time off to partake in community and civic service through our Moving Mountains program. |
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In accordance with the requirements of Section 14A of the Exchange Act and related rules of the SEC, we are including this separate proposal for stockholders to approve, on a non-binding, advisory basis, the compensation of our named executive officers listed in the Summary Compensation Table appearing on page 5552 of this Proxy Statement (collectively, our “Named Executive Officers” or our “NEOs”).
Our executive compensation is designed to reward executive performance and behavior that contributes to the long-term success of the Company and our stockholders. We also seekstockholders and to attract, motivate, reward and retain the senior management talent required to achieve our corporate objectives and increase stockholder value. At the core of our executive compensation programs is our “pay for performance” philosophy that links competitive levels of executive compensation to achievements of our overall strategy and business goals, including predetermined objectives. We believe our compensation program is strongly aligned with the interests of our stockholders and sound corporate governance principles. We urge you to read the “Compensation Discussion and Analysis” section of this Proxy Statement and the compensation tables and the other narrative compensation disclosures contained in this Proxy Statement for additional details on our executive compensation, including our compensation philosophy and objectives and the compensation of our NEOs.
The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our NEOs, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. To the extent there is any significant vote against the compensation paid to the NEOs as disclosed in this Proxy Statement, the Compensation Committee will evaluate whether any actions are necessary to address the concerns of stockholders.
We believe the compensation paid to our NEOs for fiscal 2022 appropriately reflects and rewards our executive officers’ contributions to the performance of Iron Mountain and is aligned with the long-term interests of our stockholders. In deciding how to vote on this proposal, stockholders are encouraged to read the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement.
Based on the above, we request that you indicate your support for our executive compensation philosophy and practices by voting to approve, on a non-binding, advisory basis, the following resolution:
“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in the Proxy Statement for the 20202023 Annual Meeting of Stockholders, is hereby APPROVED.”
Required Vote
The affirmative vote of a majority of the votes properly cast at the Annual Meeting is required to approve the non-binding advisory vote on the compensation of our NEOs, as described in the “Compensation Discussion and Analysis” section of this Proxy Statement and the compensation tables and the other narrative compensation disclosures contained in this Proxy Statement. For the purposes of determining the number of votes cast, only those cast “For” or “Against” are included. The opportunity to vote on this resolution is required pursuant to Section 14A of the Exchange Act. However, as an advisory vote, the vote on this resolution is not binding upon the Company and serves only as a recommendation to the Board. Nonetheless, the Compensation Committee, which is responsible for designing and administering our executive compensation programs, and the Board value the opinions expressed by stockholders and will consider the outcome of the vote when making future executive compensation decisions.
Our current policy is to provide stockholders with an opportunity to approve executive compensation each year at our annual meeting of stockholders. We currently expect that the next such vote will occur at our 2021 Annual Meeting of Stockholders.
REQUIRED VOTE The affirmative vote of a majority of the votes properly cast at the Annual Meeting is required to approve the non-binding advisory vote on the compensation of our NEOs, as described in the “Compensation Discussion and Analysis” section of this Proxy Statement and the compensation tables and the other narrative compensation disclosures contained in this Proxy Statement. For the purposes of determining the number of votes cast, only those cast “For” or “Against” are included. The opportunity to vote on this resolution is required pursuant to Section 14A of the Exchange Act. However, as an advisory vote, the vote on this resolution is not binding upon the Company and serves only as a recommendation to the Board. Nonetheless, the Compensation Committee, which is responsible for designing and administering our executive compensation programs, and the Board value the opinions expressed by stockholders and will consider the outcome of the vote when making future executive compensation decisions. Our current policy is to provide stockholders with an opportunity to approve executive compensation each year at our annual meeting of stockholders. We currently expect that the next such vote will occur at our 2024 Annual Meeting of Stockholders. |
2022 PROXY STATEMENT | 29 |
COMPENSATION DISCUSSION AND ANALYSIS
Executive OverviewEXECUTIVE SUMMARY
OVERVIEW
We help organizations around the world protect their information, reduce storage costs, comply with regulations, facilitate corporate disaster recovery, and better use their information and information technology (“IT”) infrastructure for business advantages, regardless of its format, location or life cycle stage. We achieve this by storing physical records and data backup media, offering information management solutions, and providing data center space for enterprise-class colocation and hyperscale deployments. We offer comprehensive records and information management services and data management services, along with the expertise and experience to address complex storage and information management challenges such as rising storage rental costs, legal and regulatory compliance, and disaster recovery requirements. We provide secure and reliable data center facilities to protect digital information and ensure the continued operation of our customers’ IT infrastructure, with reliable and flexible deployment options. Our executive compensation program reflects our payasset lifecycle management (“ALM”) business allows us to provide end-to-end asset lifecycle services for performance compensation philosophyhyperscale, corporate data center and goals. corporate end-user device assets.
Founded in an underground facility near Hudson, New York in 1951, we had more than 225,000 customers in a variety of industries in 60 countries around the world as of December 31, 2022. We currently serve customers across an array of market verticals - commercial, legal, financial, healthcare, insurance, life sciences, energy, business services, entertainment and government organizations, including approximately 95% of the Fortune 1000. As of December 31, 2022, we employed approximately 26,000 people.
This section describesCompensation Discussion and Analysis explains the guiding principles and practices of our executive compensation program and the compensation of the individualspaid each individual who served as our chiefa named executive officer in 2022. The 2022 compensation of our named executive officers appropriately reflects and chief financial officer in 2019, and our other NEOs, including specific factors considered in our compensation decision-making process.
NAMED EXECUTIVE OFFICERS
rewards their significant contributions across Iron Mountain’s NEOs provide exceptional leadership across our global businesses.
Together with the other members of our executive team, these leaders advance the strategic and operational results that drive stockholder value. Our NEOs as of December 31, 20192022 were:
NAMED EXECUTIVE OFFICER | TITLE | |
William L. Meaney | Chief Executive Officer | |
Executive Vice President and Chief Financial Officer | ||
Executive Vice President and General Manager, Asset Lifecycle Management | ||
Greg McIntosh | Executive Vice President, Chief Commercial Officer and General Manager, Global Records and Information Management | |
John Tomovcsik | Executive Vice President and Chief Operating Officer |
EXECUTIVE APPOINTMENTSCOMPENSATION PHILOSOPHY AND ROLE CHANGESPRACTICES
On October 31, 2019, Patrick Keddy, our former Executive Vice PresidentOur executive compensation programs are designed to attract, retain and General Manager of North Americafocus the talents and Western Europe, announced his planned retirement in the first quarter of 2021. Mr. Keddy is transitioning his responsibilities to Ernest Cloutier, who was appointed as the Executive Vice President and General Manager of Global Records and Information Management on November 1, 2019. Related to this transition, effective on November 1, 2019, Mr. Keddy assumed the role of Executive Vice President, Business Development and Transformation, and ceased to be oneenergies of our executive officers.
On November 22, 2019,executives on meeting the current and future objectives of the Company and Stuart Brown agreed onare guided by the terms of Mr. Brown’s departure,following design principles:
General Program Competitiveness – In order to attract and retain top performing executives, we establish overall Total Direct Compensation (“TDC”). We define TDC as base salary plus short-term incentive compensation plus long-term incentive compensation. We determine TDC, with reference to relevant external benchmarks, and the Companypositioning of each executive’s pay relative to market benchmarks reflects experience, proficiency, strategic importance, and Mr. Brown entered intoperformance of required duties.
Pay for Performance – The majority of compensation for our NEOs is performance-based. We award short- and long-term variable, performance-based compensation intended to deliver target compensation when our NEOs meet goals established by our Compensation Committee. Our compensation practices include the potential for above-target compensation (up to a separation agreement on November 26, 2019. Detailsmaximum) when rigorous goals are achieved and below-target compensation when established goals are not achieved.
Internal Parity – The overall target TDC opportunity for each executive reflects the responsibility, scope and complexity of that individual’s role within the benefits Mr. Brown is entitled to can be found underCompany.
Alignment with Business Strategies and Stockholders – Our executive compensation programs reward achievement of enterprise financial goals and strategic objectives that drive long-term stockholder value creation, thereby aligning the “Termination and Change in Control Arrangements” headinginterests of the Compensation Discussion and Analysis section of this Proxy Statement.
In relation to Mr. Brown’s departure, on November 25, 2019, the Company announced that Barry Hytinen would join the Company as Executive Vice President and Chief Financial Officer effective January 1, 2020. Mr. Hytinen joined the Company from Hanesbrands, Inc. where he served as Chief Financial Officer since 2017. Mr. Hytinen was not employed by the Company on December 31, 2019; therefore, he is not an NEO in this Proxy Statement.
Ms. Russo served as our Chief Technology Officer and an Executive Vice President through December 31, 2019. On March 26, 2020, Ms. Russo informed the Company of her decision to resign, effective May 3, 2020.executives with our stockholders.
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EXECUTIVE COMPENSATION
We maintain the following policies and practices that drive our executive compensation programs:
WHAT WE DON’T DO | ||
Align executive pay with performance Ensure proper balance of short- and long-term orientation in our incentive programs with a significant portion of executive target compensation at risk Maintain meaningful executive stock ownership requirements Include executive clawback policy on all cash and equity incentive awards Hold an annual “Say-On-Pay” advisory vote Retain an independent compensation consultant Maintain an insider trading policy that prevents hedging and pledging of shares | No change in control “single trigger” equity acceleration provisions No excise tax gross-ups in connection with a change in control No dividends or dividend equivalents paid until vesting No supplemental executive retirement plans |
20192022 PERFORMANCE AND PAY HIGHLIGHTS
Throughout 2022, our core business has remained resilient, supported by our broad offerings, deep customer relationships, and the team’s steady execution of our strategic plan. In 2022, Iron Mountain achieved record levels of quarterly revenue, experienced increased demand for our services across key markets, saw strong uptake in our digital solutions offerings, and drove continued momentum in our data center business. We are oneannounced Project Matterhorn in September 2022, which is a global program designed to accelerate the growth of our business, and its investments will focus on transforming our operating model to a global operating model. Project Matterhorn will focus on the formation of a solution-based sales approach that is designed to allow us to optimize our shared services and best practices to better serve our customers’ needs. We will be investing to accelerate growth and to capture a greater share of the leading providers of physical and digital information storage and retrieval with more than 25,000 employees serving a broad range of industries and government organizations. With a portfolio of approximately 1,450 owned and leased facilities totaling more than 90 million square feet of space,large, global addressable markets in which we provide (i) storage and information management services in approximately 50 countries on six continents (storing nearly 700 million cubic feet of records) and (ii) enterprise-class colocation and hyperscale data center storage and solutions inoperate.
2022 FINANCIAL AND OPERATIONAL PERFORMANCE
For the United States, Europe and Asia (with 120 megawatts of leasable capacity operating and total potential capacity of approximately 350 megawatts) as ofyear ended December 31, 2019.
In 2019,2022, our revenue was $5.1 billion, which increased 14% on a reported basis year on year and 17% on a constant currency basis year on year. Adjusted EBITDA(1) increased 12% on a reported basis year on year to $1.8 billion, and we continuedachieved the high end of full year guidance despite foreign currency exchange headwinds. Adjusted Funds from Operations (“AFFO”)(2) increased 10% to deliver results and execute$1.1 billion or $3.80 on our long-term strategic plan (“Strategic Plan”), while making significant investments in the Company’s future. Financiala per-share basis year on year. Additional fiscal 2022 financial and operational performance highlights include:
| Storage organic rental revenue(3) grew 8.9% year on | |
▲ | Adjusted EBITDA | |
▲ | We expanded our asset lifecycle management (“ALM”) business by acquiring an approximately 80% interest in Intercept Parent, Inc. (“ITRenew”). | |
▲ | In 2022, we completed a series of sale and sale-leaseback transactions of properties in the United States, Canada and the United Kingdom, generating gross proceeds of approximately $170.4 million, as part of our ongoing capital recycling program. We plan to utilize the proceeds to reinvest in higher growth areas of our business, including our data center business. | |
▲ | We expanded our new and existing data center leases by 138.7 megawatts. | |
▲ | We continued investment in innovation and product development. The net lease adjusted leverage ratio under our revolving credit agreement was 5.1x Adjusted EBITDA, which is within our long-term target range of 4.5x - 5.5x Adjusted EBITDA. |
(1) | We define Adjusted EBITDA as net income (loss) before interest expense, net, provision (benefit) for income taxes, depreciation and amortization (inclusive of our share of Adjusted EBITDA from our unconsolidated joint ventures), and excluding certain items we do not believe to be indicative of our core operating results, specifically: (i) Acquisition and Integration Costs(a); (ii) restructuring and other transformation(b); (iii) (gain) loss on disposal/write-down of property, plant and equipment, net (including real estate); (iv) other (income) expense, net and (v) stock-based compensation expense. |
(a) | We define Acquisition and Integration Costs as operating expenditures directly associated with the closing and integration activities of our business acquisitions that have closed, or | |
(b) | Restructuring and other transformation represents operating expenses associated with the implementation of Project Matterhorn. |
(2) | We define AFFO as FFO (Normalized)(a) (1) excluding (i) non-cash rent expense (income), (ii) depreciation on non-real estate assets, (iii) amortization expense associated with customer and supplier relationship value, intake costs, acquisitions of customer relationships and other intangibles (other than capitalized internal commissions), (iv) amortization of deferred financing costs and debt discount/premium, (v) revenue reduction associated with amortization of customer inducements and above- and below-market data center leases and (vi) the impact of |
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(a) | Funds from operations (“FFO”) is defined by the National Association of Real Estate Investment Trusts as net income (loss) excluding depreciation on real estate assets, losses and gains on sale of real estate, net of tax, and amortization of data center leased-based intangibles (“FFO (Nareit)”). We calculate our FFO measures, including FFO (Nareit), adjusting for our share of reconciling items from our unconsolidated joint ventures. FFO (Nareit) does not give effect to real estate depreciation because these amounts are computed, under GAAP, to allocate the cost of a property over its useful life. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO (Nareit) provides investors with a clearer view of our operating performance. Our most directly comparable GAAP measure to FFO (Nareit) is net income (loss). We modify FFO (Nareit), as is common among REITs seeking to provide financial |
2022 PROXY STATEMENT | 31 |
EXECUTIVE COMPENSATION
measures that most meaningfully reflect their particular business (“FFO (Normalized)”). Our definition of FFO (Normalized) excludes certain items included in FFO (Nareit) that we believe are not indicative of our core operating results, specifically: (i) Acquisition and Integration Costs; (ii) restructuring and other transformation; (iii) (gain) loss on disposal/write-down of property, plant and equipment, net (excluding real estate); (iv) other (income) expense, net; (v) stock-based compensation expense; (vi) non-cash amortization related to derivative instruments; (vii) real estate financing lease depreciation and (viii) tax impact of reconciling items and discrete tax items. |
(3) | Organic Revenue is defined as our organic revenue growth rate, which is a non-GAAP measure, and represents the year-over-year growth rate of our revenues excluding the impact of business acquisitions, divestitures and foreign currency exchange rate |
In addition to strong financial and operational performance, we continued to execute on our long-term strategy while making significant investments in new product development and innovation:
CATEGORY | 2022 ACHIEVEMENTS | |
| Our team’s achievements were recognized externally for our customer centric culture: Iron Mountain was featured as one of the winners of Google’s first-ever Google Cloud Customer Award for Financial Services for our work with a large financial institution. The award acknowledged our expertise in mortgage document processing and investment in training machine learning models to automate document classification and data extraction and validation, deliver advanced exception management and unlock insights for a large financial services company. | |
Transformation | After the conclusion of Project Summit in 2021, we turned our focus toward accelerating our growth and we announced Project Matterhorn in September 2022. Project Matterhorn is | |
| Our customers are faced with navigating a more complex regulatory environment, and one in which hybrid physical and digital solutions have become the norm. Our strategy is | |
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Global Data Center | We accelerated the growth in our Global Data Center Business with 138.7 megawatts of new and expansion leases signed in 2022, exceeding both our 2022 bookings target of 130 megawatts and our 2021 bookings of 49 megawatts. | |
Inclusion and Diversity | We continue to prioritize diversity, equity, and inclusion as core principles and as a part of our corporate-wide strategic goals. In 2022 we made significant progress toward creating and sustaining a more inclusive and diverse environment by developing a framework for establishing and implementing our long-term enterprise diversity, equity and inclusion (“DEI”) goals. Further, our DEI team designed training for executives and visited with several of our regional teams to gain DEI insights from our global employee base. We were named one of 2022’s Top Pioneers in Diversity and Inclusion by the HR technology and executive recruiting firm Mogul. We also scored 100% on the Human Rights Campaign’s Corporate Equality Index for LGBTQ and placed as a top scorer on the 2022 Disability Equality Index. | |
Sustainability |
We are the first large colocation data center provider that can publish 24/7 carbon-free energy performance for customers and we have this capability at six of our campuses and will be expanding that capability in 2023. As part of our commitment to reduce emissions we have joined EV100, making a commitment to transition 100% of our company cars and 50% of our vans to EVs by 2030. We were proud to be recognized with the RE100 Leadership Award in their Key Collaborator category in 2022. We believe that a sustainable future is |
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EXECUTIVE COMPENSATION
The long-term value we have created for our stockholders is demonstrated by our Total Shareholder Return (“TSR”) over the historical five-year period ended December 31, 2022 as compared to MSCI US REIT Index, our primary benchmark for tracking our relative TSR performance. Our cumulative TSR of 85% over the five-year period outperformed the MSCI US REIT Index which yielded a return of 20% to stockholders as of December 31, 2022.
5-YEAR TOTAL SHAREHOLDER RETURN ON $1 INVESTED AT JANUARY 1, 2018 CLOSE |
We continue to make progress on our long-term strategy. The table below highlights the significant 2019 achievements with respect to each core segment of our long-term strategy:
In October 2019, we announced Project Summit. Project Summit focuses on simplifying our global structure by combining our core records and information management operations under one global leader, Ernest Cloutier, and rebalancing our resources, streamlining managerial structures and leveraging our global and regional customer facing resources. As part of Project Summit, we are also implementing systems and process changes designed to make our organization more agile and dynamic, streamlining our organization and reallocating our resources to better align with our strategic goals. Project Summit is expected to reduce the number of executive positions (vice president and above) by approximately 45% and our total managerial and administrative workforce by approximately 700 positions by the end of 2021. The activities associated with Project Summit began in the fourth quarter of 2019 and are expected to be substantially complete by the end of 2021. By the end of 2019, the Company had completed 70% of the expected executive position reductions.
As we simplify our global structure and combine our core records and information management operations under one global leader, we have reassessed the composition of our business segments. Our previous North American Records and Information Management Business, North American Data Management Business, Western European Business and Other International Business segments have been combined into one Global Records and Information Management (“Global RIM”) Business segment with certain product lines now captured in our Corporate and Other Business segment.
2019 PAY HIGHLIGHTS
The 2019 short-term incentive award results are based on financial performance, after adjusting for the impact of the approved target adjustments during the year and measured in constant currency, and performance against strategic objectives. Additional information on the approved target adjustments can be found under the “Compensation Discussion and Analysis-Establishing Compensation-Process-Adjustment Factors” section of this Proxy Statement. The 2019 short-term incentive awards achieved 77.2% of the targets established by the Compensation Committee. Also, some of the NEOs exceeded expectations and some fell below expectations
relative to their individual goals and objectives. Combining financial and strategic objective performance with individual performance, our NEOs achieved 83.9% of target short-term incentive awards, on average, calculated based on the following results:
Our long-term incentive PU awards with a performance period that ended on December 31, 2019 earned 97.7% of target shares based on total shareholder return (“TSR”) and Company financial performance:
2019 EXECUTIVE COMPENSATION SUMMARY
The Compensation Committee reviews our executive compensation programs annually to maintain the alignment of our pay programs with our strategic objectives and the creation of stockholder value. Our executive compensation programs include short-term and long-term incentive components, which are aligned to our pay for performance philosophy.
We designed our short-term incentive program to reward our executive team for executing the Company’s annual operating plan and demonstrating annual progress toward the Company’s achievement of our Strategic Plan. We measure results that are within the control of management by using a constant currency basis to remove the effects of foreign currency exchange rate fluctuations. Our short-term incentive program consists of two general criteria for evaluating the performance of our executive team:
In addition, each member of the executive team’s short-term incentive bonus may be increased or decreased based on such member’s performance against specific individual goals and objectives established annually by the Board for the CEO and the CEO for the other NEOs.
Our long-term incentive program rewards our success over a multi-year period relative to internal financial performance targets and stockholder returns through a portfolio of stock-based awards, including (i) PUs, which reward achievements related to company performance, (ii) stock options, which reward share price growth, and (iii) RSUs, which support retention and provide additional alignment with stockholders.
COMPENSATION PHILOSOPHY AND PRACTICES
The purpose of our executive compensation programs is to attract, retain and focus the talents and energies of our executives on meeting the current and future objectives of the Company, most notably the creation of stockholder value. The design principles that govern our executive compensation programs are described below.
General program competitiveness– Our compensation programs serve to attractalso utilize a compensation peer group, representing companies of comparable size and retain top performing executives. We establish target pay levels with reference to external market benchmarks inbusiness as outlined by the relevant marketscriteria on page 48, for executive talent. The relative position of each executive’s compensation compared tobenchmarking. This compensation peer group includes both REIT and non-REIT companies. As the market benchmarks referenced reflects experience and proficiency in performing required duties.
Paygraph below shows, the total realizable pay for performance– A substantial percentage of each executive’s total compensation opportunity is contingent on annual and multi-year performance. The targeted pay opportunity is weighted towards variable, performance-based compensation, which is intended to deliver target total compensation when goals are met and up to an established maximum total compensation when goals are exceeded.
Internal parity– The total compensation opportunity for each executive reflects the responsibility, scope and complexity of that individual’s role within the Company.
Stockholder alignment– Our compensation programs are intended to align the interests of our stockholders with our executives by rewarding performance that drives long-term stockholder value creation. Our CEO and executive vice presidents (“EVPs”) reporting to our CEO are also subject to minimum stock ownership requirements, as discussed under the “Executive Stock Ownership Guidelines” heading of this section of the Proxy Statement.
Alignment with various business strategies– We structure our executive compensation programs to reward the achievement of enterprise financial goals and strategic objectives. Our annual short-term incentive program provides for individual differentiation that reflects each executive’s performance, including applicable business unit results and overall contribution towards enterprise goals. Consequently, each executive’s bonus may be adjusted according to achievement measured against individual objectives.
We maintain the following policies and practices that drive our executive compensation programs:
PROCESS
In applying our compensation philosophy and design principles to establish appropriate compensation programs and target compensation levels, the Compensation Committee:
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CEO PAY FOR PERFORMANCE ALIGNMENT
The Compensation Committee reviews the alignment of CEO realizable pay and Company performance, measured by TSR each year. We believe a realizable pay analysis helps evaluate the pay for performance effectiveness of our compensation programs and the directional alignment of our equity awards with stockholder interests.
The table below illustrates the relationship between CEO realizable pay and TSR performance for the last five years. Overover the five-year period ended December 31, 2019; CEO realizable pay increased 69%,2022 was at the 74th percentile among the companies in our compensation peer group, while the Company’s TSR performance over this same period was +14%.at the 78th percentile among these companies. This, along with the Company’s stronger relative TSR performance as compared to the MSCI US REIT Index, further demonstrates pay for performance alignment.
5-YEAR CEO |
CEO Realizable TDC Rank vs. 5-Year TSR Performance Rank
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2022 PROXY STATEMENT | 33 |
For eachTable of Contents
EXECUTIVE COMPENSATION
Total realizable pay is defined as the sum of the most recent five years, CEO realizable pay equals (1) annualfollowing components: actual base salary forsalaries, short-term incentive awards, and long-term incentive awards paid over the applicable year, plus (2) actual paid bonus forpreceding five-year period; the applicable year, plus (3)value of all in the money value of stock options granted during the applicable year, plus (4)preceding five-year period; and the value of RSUs granted during the applicable year, including accrued dividends thereon, plus (5) value of PUs granted during the applicable year, reflecting actual achievement for awards granted in 2015, 2016 and 2017 and target performance as of the end of 2019 for awards granted in 2018 and 2019 (accordingly, the actual number of PUs that may be credited under these programs will vary), including accrued dividends. All equity values are calculated using the closing price of our Common Stock as of December 31, 2019.2022, of RSUs and PUs granted over the preceding five-year period (reflecting actual performance results or estimated performance, including accrued dividends).
For eachTSR is calculated based on the dividend adjusted closing price per share of Common Stock on the most recent five years, CEO payNYSE on December 31, 2017 through December 31, 2022.
STOCKHOLDER PERSPECTIVE AND SAY-ON-PAY
Stockholders are provided the opportunity equals (1)to cast an annual base salary for the applicable year, plus (2) target bonus for the applicable year, plus (3) target equity awards approved during the applicable year by the Board (in the case of each equity award, as measured at the date of grant). The 2019 CEO pay opportunity did not change from 2018.
ROLE OF CEO AND OTHER EXECUTIVE TEAM MEMBERS
Our CEO and other members of the executive team assist the Compensation Committee in carrying out its duties throughout the year by completing specific tasks, including:
ROLE OF CONSULTANTS
The Compensation Committee retains the services of an independent compensation consultant to provide ongoing advice and perspective to the Compensation Committee, including the following areas related toadvisory vote on the compensation of our executives:NEOs. Iron Mountain’s long history of aligning long-term executive pay and performance is supported by our strong historical “Say-on-Pay” results, with approximately 95% of the votes cast for the approval of “Say-on-Pay” at our 2022 annual meeting of stockholders. The 2022 “Say-on-Pay” results were consistent with past support from our stockholders, as demonstrated in the graph below. We believe the consistently strong support since the adoption of “Say-on-Pay” demonstrates our stockholders’ satisfaction with the alignment of Company performance and NEO compensation.
Since May 2012, the Compensation Committee has engaged Pay Governance LLC (“Pay Governance”) to assist the Compensation Committee by providing ongoing
2022 TOTAL DIRECT COMPENSATION COMPONENTS
OVERVIEW
Our executive compensation consulting. Pay Governance reports directlyprogram is designed to motivate and reward exceptional performance in a straightforward and effective way, while also recognizing the Compensation Committee,size, scope, and success of Iron Mountain’s business. The compensation of our NEOs has regular meetingsthree primary components: annual base salary, short-term incentives, and long-term incentives. Our compensation programs are designed to support our long-term strategy, with the chairpersonmajority of our executive team pay being at risk, and in the Compensation Committee and meets with the Compensation Committee in executive session.form of long-term incentives.
Pay Governance also provides assistance to the Nominating and Governance Committee on director compensation matters. In 2019, the Compensation Committee reviewed the nature of the relationship with its independent compensation consultants and determined that there were no conflicts that impacted the advice and guidance provided to the Compensation Committee.
CONSIDERATION OF RISK IN OUR COMPENSATION PROGRAMS
After its annual review of the Company’s incentive compensation arrangements for all employees, the Compensation Committee concluded that the components and structure of the Company’s compensation plans do not create risks that are reasonably likely to result in a material adverse effect to the Company. The process undertaken to reach this conclusion involved an analysis of the Company’s compensation plans by management and a review of conclusions by the Compensation Committee’s independent compensation consultant and the Compensation Committee.
BENCHMARKING
To provide an external perspective relative to executive compensation levels, plan design trends and market best practices, the Compensation Committee reviews market analyses derived from the Peer Group and prepared by our independent compensation consultant.
The Compensation Committee, in collaboration with our independent compensation consultant and management, reviews the Peer Group annually based on the following criteria:
Following an annual review of the Company’s Peer Group, the Compensation Committee approved two changes to the Peer Group in 2019. The 2019 Peer Group reflects the removal of American Tower and Pitney Bowes due to the difference in market capitalization of each removed company compared to the Company.
The 2019 Peer Group includes the following companies:
HOW WE USE MARKET DATA
PAY LEVELS
Marketrelevant benchmark data is one element considered by the Compensation Committee when making executive compensation decisions, but the Compensation Committee does not set compensation levels based solely on market data. Rather, the Compensation Committee reviews the 25th, 50th and 75th percentiles of relevant market data as one frame of referenceelement in making its executive compensation decisions.decision-making process. Final executive compensation decisions reflect a variety of factors, including each executive’s experience, performance rating, the relative importance of the executive’s role within the organization, as well as where each executive’s pay level falls relative to the market data.
PLAN DESIGN
When designing or assessing the design of our compensation programs, the Compensation Committee reviews programs of the Peer Group to establish typical market practice. The Compensation Committee evaluates our specific circumstances and business objectives and follows market practice with respect to the design of our programs where appropriate but may deviate from market practice where the Compensation Committee deems it is in the best interest of the Company and its stockholders.
SAY-ON-PAY VOTE
The Compensation Committee considers the outcome of the annual stockholder advisory vote on executive compensation when making future decisions relating to our executive compensation and related programs and policies. Stockholders continue to show strong support for our executive compensation programs, with approximately 96% of the votes cast for the approval of “Say-on-Pay” at our 2019 annual meeting of stockholders. We believe the strong support since the adoption of “Say-on-Pay” demonstrates our stockholders’ satisfaction with the alignment of Company performance and NEO compensation.
EXECUTIVE STOCK OWNERSHIP GUIDELINESCOMPENSATION
The Company maintains stock ownership guidelines that require certain executives, including our NEOs, to acquire and maintain ownership of our Common Stock as a multiple of base salary. In 2019, the Compensation Committee approved an increase to the CEO’s stock ownership guidelines from five to six times base salary and revised the calculation to include both Common Stock owned and unvested RSUs. Stock ownership guidelines as a multiple of base salary are as follows:
The Company established this program to help align the long-term interests of executives with stockholders. Each member of the executive team subject to the Company’s stock ownership guidelines is required to retain an amount equal to 50% of the net shares received as a result of the vesting of RSUs or PUs until such executive meets the minimum ownership threshold. “Net shares” are those shares that remain after shares are sold or netted to pay withholding taxes and any purchase price. Because executives must retain a percentage of shares resulting from the vesting of RSUs or PUs until they achieve the minimum share ownership threshold, there is no minimum time period required to achieve the stock ownership guidelines.
The Company measures Executive Stock Ownership Guideline compliance annually in March and continuously monitors compliance until the next measurement date. All members of the executive team who are subject to the Executive Stock Ownership Guidelines are in compliance with the Executive Stock Ownership Guidelines.
2019 Compensation of Named Executive Officers
2019 TOTAL DIRECT COMPENSATION COMPONENTS
OVERVIEW
The total direct compensation (“TDC”) for our executives is designed to reward them based on achievement of financial and strategic goals and returns to stockholders. TDC consists of base salary, target bonus and long-term incentive grant value.
As depicted below, as of December 31, 2019,2022 approximately 68%91% of our CEO’s overall TDC target, TDC, and, on average, 59%82% of the TDC target TDC of our other NEOs, is tied directly to the achievement of financial goals, strategic objectives, orand stock price appreciation through our short-term and long-term incentive programs.programs (referred to herein as “at risk” pay).
| OTHER NAMED EXECUTIVE OFFICERS |
Below is a summary of the elements, objectives, risk mitigation factors and key features of our TDC program for our executives. A more detailed discussion of each element and the associated pay decisions follows this section.
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EXECUTIVE COMPENSATION
BASE SALARY |
BASE SALARYBase salary is a customary, fixed element of compensation intended to attract and retain executives. When setting the annual base salaries of our NEOs, the Compensation Committee considers market data provided by its independent compensation consultant and internal pay equity.
Base salary increases are not provided automatically on an annual basis, but are carefully reviewed periodically for appropriate levels. The table below details the base salary at December 31, 20182021 and 2019,2022, and any year over year increase, for each of our NEOs. The increases2022 base salaries were approved in February 2022 and effective in March 2019.2022.
Name | 2018 | 2019 | Percent Change | |||||
William L. Meaney | $ | 1,100,000 | $ | 1,100,000 | 0% | |||
Stuart Brown | $ | 550,000 | $ | 550,000 | 0% | |||
Ernest Cloutier | $ | 475,000 | $ | 500,000 | 5% | |||
Patrick Keddy(1) | $ | 587,420 | $ | 587,420 | 0% | |||
Fidelma Russo | $ | 485,000 | $ | 550,000 | 13% | |||
John Tomovcsik | $ | 450,000 | $ | 475,000 | 6% |
NAMED EXECUTIVE OFFICER | 2021 | 2022 | PERCENT CHANGE(1) | |||||||
William L. Meaney | $ | 1,200,000 | $ | 1,200,000 | – | |||||
Barry Hytinen(2) | $ | 725,000 | $ | 750,000 | 3.3 | % | ||||
Deirdre Evens | $ | 575,000 | $ | 575,000 | – | |||||
Greg McIntosh(3) | $ | 430,000 | $ | 575,000 | 25.2 | % | ||||
John Tomovcsik | $ | 575,000 | $ | 575,000 | – |
(1) | |
(2) | Following a competitive market review and based on individual performance, the |
(3) | Following a competitive market review and based on the expansion of |
(2) | SHORT-TERM INCENTIVES |
FollowingThe short-term incentive component of our executive compensation program is a competitive market reviewvariable, at-risk cash component that is aligned with our annual financial results. The 2022 short-term incentive goals were set at the beginning of 2022 and were based on individual performance, the Compensation Committee approved pay changes for Mr. Cloutier, Ms. Russo and Mr. Tomovcsik. The Compensation Committee determined that the base salary for all other NEOs were appropriately positioned based on the factors considered by the Compensation Committee.our short-term financial expectations in 2022.
SHORT-TERM PERFORMANCE-BASED INCENTIVE COMPENSATION
TARGET INCENTIVES
Each member of our executive team participates in the Company’s short-term performance-based incentive compensation programs.program. The Compensation Committee annually reviews the target short-term incentive opportunity, which is expressed as a percentage of base salary, for each executive team member and approves a new target when appropriate. Set forth below is the 2019 short-term incentive opportunity for each NEO:
2022 TARGET(1) | ||
William L. Meaney | ||
(1) | The Compensation Committee approved an increase in target short-term incentive opportunity for Mr. McIntosh from 70% to 100% in 2022. The Compensation Committee determined that the 2022 target opportunity for all other NEOs represented the appropriate amount of short-term compensation at risk for each such NEO based on his or her role and market comparisons. |
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The Compensation Committee determined that each target opportunity represented the appropriate amount of short-term compensation at risk for each NEO based on his or her role and market comparisons.
Following a competitive market review and based on individual performance, the Compensation Committee approved an increase in short-term incentive opportunity for Mr. Cloutier from 85% to 90% in 2019. The percentage of 2019 salary attributable to short-term incentive opportunity for the other NEOs was, in each case, unchanged from 2018.
EXECUTIVE COMPENSATION
PROGRAM STRUCTURE
Achievement of the target short-term incentive opportunity for each executive team member is based upon (1) the Company’s performance against a series of financial goals (the “STI Financial Targets”), (2) the Company’s performance against a series of strategic objectives and (3) personal performance against the individual goals and objectives of such executive team member set at the beginning of the year (referred to as illustrated below.an “individual multiplier”). Each member of the executive team has the same financial goalsSTI Financial Targets and the same strategic objectives, which serve to align our executive team toward the same enterprise goals. The individual modifiermultiplier component, however, allows for recognition of individual performance and contributions. The individual modifier,multiplier, when applied, can be positiveincrease or negativedecrease the short-term incentive compensation payouts depending on performance. In support of our philosophy of paying for performance, actual short-term incentive awards for our executive team may range from 0% to a maximum of 170.6%209.4% of target incentive opportunity. Where relevant, results are measured in constant currency to better reflect the effect of the executive’s performance on results during the applicable year.
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70% of the short-term incentive opportunity is based on the Company’s financial performance, measured against two metrics: | ||
▲ | 40% of the short-term incentive opportunity is measured against enterprise Adjusted EBITDA and revenue, with increased payout opportunity if revenue exceeds the target level. | |
▲ | 30% of the short-term incentive opportunity is measured against AFFO per share on a constant currency basis. |
▲ | 30% of the short-term incentive opportunity is based on the achievement of specific strategic objectives, which are centered on key drivers of our growth. | |
▲ | In addition, each executive team member’s short-term incentive bonus may be increased or decreased (by the Board for the CEO and the Compensation Committee for the other NEOs) by as much as 25% based on such executive team member’s contribution to the measures above and performance against specific individual goals and objectives, including items such as the development and execution of business, organizational and marketing strategies with the objective to increase Adjusted EBITDA, revenue and AFFO per share and progress toward our strategic objectives. |
PERFORMANCE–SUMMARY
Based on the Company’s 2022 performance, the short-term incentive payout achievement as approved by the Compensation Committee, prior to the application of individual multipliers was approximately 98.4% as outlined in the table below.
MEASURE & SCOPE | TARGET WEIGHTING | PAYOUT ACHIEVEMENT(1) | ||
Adjusted EBITDA and Revenue | 40% | 44.4% | ||
AFFO Per Share | 30% | 39.0% | ||
Strategic Objectives | 30% | 15.0% | ||
Weighted Payout | 98.4% |
(1) | Payout achievement represents the weighted percentage of the target incentive opportunity payout earned based on the level of the Company’s achievement of performance measures, as discussed below. |
2022 PROXY STATEMENT | 37 |
EXECUTIVE COMPENSATION
FINANCIAL PERFORMANCE—PERFORMANCE–ADJUSTED EBITDA &AND REVENUE
Actual payoutWith respect to the Adjusted EBITDA and Revenue component of our short-term incentive opportunity tied to Adjusted EBITDA and revenue in 2019 was determined based onelement of TDC, the matrix below. In developing the payout matrix, the Compensation Committee sought first to ensure achievement of Adjusted EBITDA goals and then to reward overachievement when both Adjusted EBITDA and revenue exceeded goals. The Compensation Committee selected a maximum payout of 150%200% of target to be consistent with market practice but structured the payout matrix such that maximum payout was achieved only if both Adjusted EBITDA and revenue exceeded levels that the Compensation Committee considered exceptional based on the objectives of the annual operating plan and recent Company performance.
Revenue (Target = $4,320M) | ||||||||||||||
Adjusted EBITDA (Target = $1,467M) | <98.5% | 98.5% - 99.5% | 99.5% - 100.5% | 100.5% - 101.4% | 101.4%+ | Payout | ||||||||
<95.0% | 0.0% | 70.2% | ||||||||||||
95.0% | 4.0% | |||||||||||||
96.0% | 23.0% | |||||||||||||
97.0% | 42.0% | |||||||||||||
98.0% | 62.0% | 70.2% | ||||||||||||
99.0% | 81.0% | |||||||||||||
100.0% | 100% | |||||||||||||
101.0% | 105.0% | 107.5% | 110.0% | 110.0% | ||||||||||
102.0% | 110.0% | 115.0% | 115.0% | 120.0% | ||||||||||
103.0% | 120.0% | 125.0% | 130.0% | |||||||||||
104.0% | 115.0% | 125.0% | 135.0% | 140.0% | ||||||||||
105.0% | 130.0% | 140.0% | 150.0% |
► SHORT-TERM INCENTIVE PAYOUT | ||||||
ADJUSTED EBITDA | REVENUE | PAYOUT % | ||||
Threshold | 97.3% | 95% | 50% | |||
Target | 100% | 100% | 100% | |||
Maximum | 105% | 105% | 200% |
For 2022, the payout for Adjusted EBITDA.
For 2019, our executive team achieved 70.2% payout of the Adjusted EBITDA and Revenue matrix portioncomponent of the short-term incentive element of TDC was 111%, which is calculated based on the Company’s performance results below (andagainst the applicable STI Financial Targets as adjusted to reflect applicable Adjustment Factors):set forth below:
(IN MILLIONS) | TARGET | ACTUAL RESULTS | (1) | ||
Adjusted EBITDA | $ 1,825 | $1,842 | |||
Revenue | $5,307 | $5,341 | |||
Achievement Based on Actual Results | 111 | % |
Results are based on constant currency. |
FINANCIAL PERFORMANCE—PERFORMANCE–AFFO PER SHARE
Actual payoutThe AFFO per share component of our short-term incentive opportunity tied to AFFO per share in 2019 was determined based on the payout scale below. In developing the payout scale, the Compensation Committee sought firstelement of TDC is designed to ensure achievement of AFFO per share targets and then to reward overachievement if AFFO per share exceeds target levels. The Compensation Committee selected the minimum threshold level required for payout of this component to ensure that AFFO per share was sufficient relative to the dividend and capital investment requirements in the annual budget. The Compensation Committee selected a maximum payout of 150% of target and structured this component such that maximum payout was achieved only if AFFO per share exceeded levels that the Compensation Committee considered exceptional, based on the objectives of the annual operating plan and recent Company performance.
For 2022, the payout for the AFFO per share component of the short-term incentive element of TDC was 130%, which is calculated based on the Company’s actual AFFO per share measured against the applicable STI Financial Target set forth below:
THRESHOLD (50%) | TARGET (100%) | MAX (150%) | PAYOUT(1) | |||||
AFFO per share | 130% | |||||||
$3.53 | $3.72 | $3.90 |
Results are based on constant currency. |
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EXECUTIVE COMPENSATION
STRATEGIC OBJECTIVES
The table below describes the specific key measures established in 20192022 for each of the five strategic objectivesobjective on which an aggregate of 30% of the overall short-term incentive target bonus is based. The Compensation Committee selected the key measures described in the table below as the most important growth drivers that contribute towards achieving
the objectives of our long-term strategy. In establishing the payout scales for each of the goals, the Compensation Committee considered growth, risk of achievement, strategic value, forecast uncertainty for early stageearly-stage products, and probability of attainment. Overall, the Company achieved 84.7%15% of the specific strategic objectives targeted for 20192022 based on the strategic objective results below:
Strategic Objective | Measure | Percentage of Short- Term Incentive Target Bonus | Goals (payout percentage in parentheses) | Results | Payout %(1) | |||||
Developed Markets | Organic storage rental revenue growth | 5% | 1.6% | 125% | ||||||
Other International(2) | Total revenue and net volume growth | 5% | $802M (55%) | 71% | ||||||
+6.4M (88%) | ||||||||||
Global Data Center Growth | New contracted sales | 5% | $25M | 42% | ||||||
Innovation | Total contract value for digital solutions including Insight and object-based storage Cloud | 7.5% | $8.2M | 55% | ||||||
Investment Generation | Increase EBITDA to generate capital to invest | 7.5% | $53M | 125% |
STRATEGIC OBJECTIVE | MEASURE | PERCENTAGE OF SHORT- TERM INCENTIVE TARGET BONUS | GOALS | RESULTS | PAYOUT %(1) | |||||||||
Customer-Centric Culture | Net Promoter Score | 10% | Threshold (25%) | Target (100%) | Maximum (125%) | 14.1 | 0% | |||||||
16 | 17.5 | 19 | ||||||||||||
Innovation | Organic revenue from validated emerging and adjacent categories | 10% | Threshold (25%) | Target (100%) | Maximum (150%) | <$1,285M | 0% | |||||||
$1,285M | $1,345M | $1,385M | ||||||||||||
Core Strength | Organic growth in Global Storage Volume | 10% | Threshold (25%) | Target (100%) | Maximum (150%) | >3M | 150% | |||||||
0M | 1M | 3M |
(1) | Payout achievement represents the weighted percentage of the target payout earned based on the level of the Company’s achievement of performance measures. |
Over the five-year period ended December 31, 2022, Iron Mountain’s corporate performance payout on short-term incentives has ranged between 77% and 121%.
5-YEAR SHORT-TERM CORPORATE PERFORMANCE PAYOUT
2022 PROXY STATEMENT | 39 |
Based on our 2019 achievement relative to established financial goals and strategic objectives, the short-term incentive payout, prior to the application of individual modifiers, equals 77.2% as outlined in the table below.EXECUTIVE COMPENSATION
Measure & Scope | Target Weighting (%) | Payout Achievement(1) (%) | ||||
Adjusted EBITDA & Revenue | 40 | % | 70.2 | % | ||
AFFO Per Share | 30 | % | 79.2 | % | ||
Strategic Objectives | 30 | % | 84.7 | % | ||
Preliminary weighted payout | 77.2 | % |
20192022 INDIVIDUAL MODIFIERSMULTIPLIERS
The Board (for the CEO) and the Compensation Committee (for the other members of the executive team) have the ability tomay apply individual modifiersmultipliers to adjust the short-term incentive of each executive team member. The Board and the Compensation Committee make individual modifiermultiplier adjustments based on a review of objectives and performance with respect to key initiatives within the control of each executive team member.
In 2019,2022, the Board (for Mr. Meaney)the CEO) and the Compensation Committee (for all others) determined that the following NEOs should have their bonus adjusted based on individual performance and, as a result approved the following individual modifiers:multipliers:
EXECUTIVE OFFICER | MULTIPLIER | ||
William L. Meaney | |||
John Tomovcsik |
PAYOUTS OF SHORT-TERM INCENTIVE COMPENSATION PAYOUTS
After applyingBased on the Company’s performance as measured against the 2022 STI Financial Targets and the application of the individual modifiers,multiplier, our NEOs earned, 83.9%on average, 112% of 2022 target short-term incentive opportunity, on average.opportunity. The following table sets forth information relating to the payouts of short-term cash incentive compensation to our NEOs during the year ended December 31, 2019.2022.
2019 Target Opportunity | 2019 End-of-Year Performance and Payout | ||||||||||||||||||||
Named Executive Officer | 2019 Salary ($) | (%) | ($) | Preliminary STI Payout (% of target) | Individual Modifier (%) | Final STI Payout (% of target) | Payout ($) | ||||||||||||||
William L. Meaney | $ | 1,100,000 | 150.0 | % | $ | 1,650,000 | 77.2 | % | +10 | % | 87.2 | % | $ | 1,439,000 | |||||||
Stuart Brown | $ | 550,000 | 90.0 | % | $ | 495,000 | 77.2 | % | - | 77.2 | % | $ | 382,140 | ||||||||
Ernest Cloutier | $ | 500,000 | 90.0 | % | $ | 450,000 | 77.2 | % | +15 | % | 92.2 | % | $ | 414,900 | |||||||
Patrick Keddy(1) | $ | 587,420 | 125.0 | % | $ | 734,275 | 77.2 | % | -15 | % | 62.2 | % | $ | 456,719 | |||||||
Fidelma Russo | $ | 550,000 | 70.0 | % | $ | 385,000 | 77.2 | % | +10 | % | 87.2 | % | $ | 335,720 | |||||||
John Tomovcsik | $ | 475,000 | 70.0 | % | $ | 332,500 | 77.2 | % | +20 | % | 97.2 | % | $ | 323,190 |
2022 TARGET OPPORTUNITY | 2022 END-OF-YEAR PERFORMANCE AND PAYOUT | |||||||||||||||||||||
NAMED EXECUTIVE OFFICER | SALARY | (%) | ($) | CORPORATE STI PAYOUT (% OF TARGET) | INDIVIDUAL MULTIPLIER (%) | FINAL STI PAYOUT (% OF TARGET) | PAYOUT ($) | |||||||||||||||
William L. Meaney | $ | 1,200,000 | 175 | % | $ | 2,100,000 | 98.4% | 18% | 116.1% | $ | 2,438,000 | |||||||||||
Barry Hytinen | $ | 750,000 | 110 | % | $ | 825,000 | 98.4% | 25% | 123.0% | $ | 1,015,000 | |||||||||||
Deirdre Evens | $ | 575,000 | 100 | % | $ | 575,000 | 98.4% | 0% | 98.4% | $ | 566,000 | |||||||||||
Greg McIntosh(1) | $ | 575,000 | 100 | % | $ | 575,000 | 98.4% | 15% | 113.2% | $ | 651,000 | |||||||||||
John Tomovcsik | $ | 575,000 | 100 | % | $ | 575,000 | 98.4% | 10% | 108.2% | $ | 622,000 | |||||||||||
Average payout | 112% |
(1) |
40 |
EXECUTIVE COMPENSATION
(3) LONG-TERM INCENTIVE COMPENSATIONINCENTIVES
LONG-TERM INCENTIVE (LTI) PROGRAM DESIGN
Our LTI program rewardsWe pay for performance and manage Iron Mountain long-term incentives to support our long-term strategic plan. Consistent with this approach and our compensation philosophy, the majority of annual compensation for our NEOs is provided in the form of long-term equity incentives that are linked to the achievement of certain growth objectives that are linked to our Strategic Plan and includes a portfolio of equity awards described in the table below.
INCENTIVE COMPONENT | ||||
▲ Three-year cliff vesting based on performance of thefollowing: ▲ Return on Invested Capital (“ROIC”): Funding issubject to meeting a minimum level of ROIC in the third year of the performance period. ▲ Total ▲ Relative | ▲ Ensures alignment to long-termstockholder value creation ▲ Rewards top-line growth and capitalefficiency ▲ Rewards ▲ Rewards TSR performance relative to akey REIT stock market index | |||
Stock Options | ▲ Exercise price is equal to fair value on the date ofgrant ▲ Vest ratably over three years and have a 10-year term | ▲ Rewards price appreciation ▲ Provides long-term horizon to minimizepossible short-term fluctuations | ||
In conjunction with the 2022 annual long-term incentive grant process, we introduced a new feature that provides executives (other than the CEO) with the opportunity to elect a predefined mix of RSUs and PUs (“Equity Choice”). Equity Choice is intended to differentiate us in the marketplace, to attract and retain top employee talent, and to provide employees with the ability to participate in the annual long-term incentive grant process in a manner that increases employee engagement. Equity Choice elections are completed in December before the performance period.
Historically, our executives (other than the CEO) received an annual equity grant with a mix of 45% RSUs and 55% PUs. For our executives (other than the CEO), the predefined Equity Choice mix allows the NEOs to elect a mix of RSUs ranging from 25% to 35% and PUs ranging from 65% to 75%. The average mix for our executives (other than the CEO) based on Equity Choice elections was 25% RSUs and 75% PUs for the 2022 annual equity grant.
Equity Choice is not available to our CEO. The Board of Directors determines the mix of equity vehicles for the CEO on an annual basis. Our long-term incentive program provides aincentive component mix of long-term incentive components for our executive team, including our NEOs, which ensures a majority of the long-term incentive opportunity is performance-based. Our long-term incentive program’s mix of incentive components for 20192022 was:
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The Compensation Committee has imposed vesting and other conditions on awards of Common Stock or grants of options or other long-term equity vehicles, such as PUs and RSUs, because it believes that time-based and performance-based vesting encourages recipients to build stockholder value over a long period of time.
2019 LONG-TERM INCENTIVE AWARDS
The Compensation Committee considers equity grants for our executives in the first quarter of each year. The Compensation Committee makes determinations about the amount and the type of equity incentives to award to each executive based on a number of factors, including:
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In February 2019, the Compensation Committee approved a potential economic value for long-term equity grants for each of our executives. The table below outlines the potential economic value of the long-term equity incentive awards approved in 2019 by the Compensation Committee for each NEO:EXECUTIVE COMPENSATION
Name | Target PUs(1) | RSUs | Stock Options | Total | ||||||||
William L. Meaney(2) | $ | 4,537,500 | $ | 2,475,000 | $ | 1,237,500 | $ | 8,250,000 | ||||
Stuart Brown(3) | $ | 935,000 | $ | 510,000 | $ | 255,000 | $ | 1,700,000 | ||||
Ernest Cloutier(4) | $ | 495,000 | $ | 270,000 | $ | 135,000 | $ | 900,000 | ||||
Patrick Keddy(5) | $ | 660,000 | $ | 360,000 | $ | 180,000 | $ | 1,200,000 | ||||
Fidelma Russo(6) | $ | 467,500 | $ | 255,000 | $ | 127,500 | $ | 850,000 | ||||
John Tomovcsik | $ | 467,500 | $ | 255,000 | $ | 127,500 | $ | 850,000 |
2022 PERFORMANCE UNITS
PUs are granted annually and have three-year cliff vesting based on performance measures from the 2014 Plan as reviewed and approved by the Compensation Committee. If the PUs are earned theybased on the Company’s operational performance and relative TSR performance. Earned PUs vest on the third anniversary of the grant date and settle in shares of Common Stock. PUs accrue dividend equivalents in cash, or, in the case of stock dividends, additional PUs, and the dividend equivalents are payable when and if PUs vest and reflect only dividend equivalents attributable to shares earned.
A portion of the 20192022 long-term awards granted to the executives were awarded as PUs that can be earned based on operational and relative TSR performance:
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Operational Performance
OPERATIONAL PERFORMANCE
The Company’s operational performance has two components: the Core Plan and the Advanced Revenue Plan (the “ARP”). The Core Plan and the ARP are not additive. The 2022 PUs will pay out according to the Core Plan with a payout opportunity maximum of 200% until the threshold ARP hurdle is achieved. If the ARP threshold hurdle is achieved, then the 2022 PUs will pay out according to the Advanced Revenue Plan.
► CORE PLAN
The Core Plan is our foundational plan designed to reward the achievement of long-term operational goals. The Core Plan is measured against a multiple-year ROIC hurdle and average total revenue for each year over the three-year performance period. Revenue goals for each year of the three-year performance period are set by the Compensation Committee at the beginning of each applicable year and a modifier related to new productperformance is measured and certified by the Compensation Committee upon the completion of the financial statements for each such year. The total Core Plan payout will be determined based upon the average annual revenue performance.performance achieved over the three-year performance period.
Performance Metric | ||||||||||
Average of 3 | ||||||||||
100% | ||||||||||
Payout Maximum |
Operational PUFor the PUs granted in 2022 (“2022 PUs”), the Core Plan payout will only be made only if the Company’s actual 2021 ROIC performance,in the third year (2025) exceeds the threshold set at the beginning of the performance period.
REVENUE PERFORMANCE LEVEL | ACTUAL PERFORMANCE AS A % OF TARGET | PAYOUT AS A % OF TARGET(1) | ||
Threshold | 95% | 50% | ||
Target | 100% | 100% | ||
Maximum | 105% | 200% |
(1) | Results are interpolated between performance levels above. |
42 |
EXECUTIVE COMPENSATION
ADVANCED REVENUE PLAN
The Advanced Revenue Plan is an enhanced long-term incentive component intended to align the structure of the long-term incentive program with Project Matterhorn’s multi-year strategy to create meaningful value creation for stockholders and substantial increases in revenue. The ARP continues to be measured against a multiple-year ROIC hurdle and has two additional hurdles that must be achieved before any payout opportunity: positive absolute TSR at the end of the 3-year performance period, and an absolute three-year revenue goal that is designed to reflect exceptional revenue growth achievement.
ADVANCED REVENUE PLAN (“ARP”) | ||
Performance Metric | Revenue | |
Performance Measure | Absolute 3-Year Revenue Goal | |
Payout Threshold | 300% | |
Payout Target | 350% | |
Payout Maximum | 400% |
For the 2022 PUs, ARP payout requires the achievement of two hurdles: (1) the Company’s actual ROIC in the third year (2025) exceeds the target set at the beginning of the performance period.
The total revenue payout willperiod (the same target as the Core Plan) and (2) absolute TSR must be determined following the end of the third year of the performance period, by averaging each year’s revenue performancepositive, as measured over the three-year performance period. Revenue goals are set andThe total ARP payout will be determined based upon the absolute revenue achievement at the end of the three-year performance is measured each year. The threshold is aligned to prior year’s results using constant currency, the target is aligned to the Company’s budget and the maximum is 105% of target.period.
Performance Level | Actual Performance as a % of Target | Payout as a % of Target(1) | |||
Threshold | Varies – aligned to prior year results | 50 | % | ||
Target | 100% | 100 | % | ||
Maximum | 105% | 200 | % |
REVENUE PERFORMANCE LEVEL | ACTUAL PERFORMANCE AS A % OF TARGET | PAYOUT AS A % OF TARGET(1) | ||
Threshold | 98% | 300% | ||
Target | 100% | 350% | ||
Maximum | 107% | 400% |
(1) | Results are interpolated between performance levels above. |
In addition,The Core Plan and the ARP are not additive. If threshold performance for the ARP is achieved, the 2022 PUs granted in 2019 (“2019 PUs”) have a payout modifier that rewards for significant achievements relatedwill pay out according to the development of new product revenue streams. The modifier can add up to 25% on topARP instead of the overall Operational PU payout based on the fourth quarter 2021 revenue exit rate of new revenue streams that may or may not exist today. The products defined in the 2019 PUs and subject to the new product revenue exit rate modifier include Insight, Consumer, Cloud and any other new products that may be added in the performance period that are not included in the Company’s budget and are approved by the Compensation Committee.Core Plan.
RelativeRELATIVE TSR PerformancePERFORMANCE
The Company’s relative TSR performance during the three-year period beginning in 20192022 is measured relative to the MSCI US REIT Index. The payout will be determined at the end of the three-year performance period, based on the table below, by comparing the Company’s TSR for that period to the TSR of the companies in the MSCI US REIT Index over the same period.
TSR | PAYOUT AS A % | |||
30thPercentile | ||||
50thPercentile | ||||
75thPercentile | ||||
90thPercentile |
(1) | Results are interpolated between percentiles. |
(2) | Regardless of the TSR percentile rank, if the Company’s absolute TSR is negative, the payout percentage will not exceed 100%. |
2022 PROXY STATEMENT | 43 |
EXECUTIVE COMPENSATION
In the first quarter of 2022, the Compensation Committee approved a target economic value for annual long-term equity grants for each of our executives, assuming target performance under the Core Plan. The table below sets forth the approved target economic value for annual long-term equity grants for each NEO:
NAMED EXECUTIVE OFFICER | TARGET PUS(1) | RSUS | STOCK OPTIONS | TOTAL(1) | ||||||||
William L. Meaney | $ | 7,875,000 | $ | 1,050,000 | $ | 1,575,000 | $ | 10,500,000 | ||||
Barry Hytinen | $ | 2,250,000 | $ | 750,000 | $ | — | $ | 3,000,000 | ||||
Deirdre Evens | $ | 1,387,500 | $ | 462,500 | $ | — | $ | 1,850,000 | ||||
Greg McIntosh | $ | 1,387,500 | $ | 462,500 | $ | — | $ | 1,850,000 | ||||
John Tomovcsik | $ | 1,387,500 | $ | 462,500 | $ | — | $ | 1,850,000 |
(1) | The values shown above reflect the intended fair market value and differ from the values reported in the “Summary Compensation Table” as the TSR-Based PUs reflect the fair value from a Monte Carlo simulation due to the nature of the award. |
44 |
EXECUTIVE COMPENSATION
2020 PERFORMANCE UNIT RESULTS
In 2020, then-current members of our executive team received awards of PUs based on financial performance (Operational Performance according to the Core Plan structure) –75% and relative TSR (rTSR) –25%, which vested in 2023 (the “2020 PU Awards”). The Operational PU payout was based on the Company’s performance against total revenue objectives measured at the conclusion of the three-year performance period ended December 31, 2022, subject to meeting a minimum level of ROIC. The new product exit rate modifier may increase Operational PU performance by up to 25% based on the fourth quarter 2022 revenue exit run rate of new revenue streams. The rTSR-Based PU payout was based on the Company’s rTSR during the three-year performance period ended December 31,2022 measured relative to the MSCI US REIT Index. The overall payout for the 2020 PU Awards was 147.8% of target.
OPERATIONAL PU PERFORMANCE RESULTS
Following the completion of the performance period for the 2020 PU Awards, the Compensation Committee determined that the Company exceeded the minimum ROIC of 10.5%. The average actual three-year enterprise revenue was 104.3% of the target established by the Compensation Committee. The New Product Exit Rate was 25%. The total Operational PU performance was 130.4%. As a result, 97.8% of the target Operational PU payout was earned.
THRESHOLD | ACTUAL RESULTS | |||||||||||
ROIC | 10.5% | 14.9% | ||||||||||
YEAR | GOALS | ACTUAL RESULTS | OPERATIONAL COMPONENT | |||||||||
Revenue Performance(1) (in millions) | 2020 | Threshold (95%) | Target (100%) | Maximum (105%) | $4,199 | |||||||
$4,265 | $4,431 | $4,652 | ||||||||||
2021 | Threshold (95%) | Target (100%) | Maximum (105%) | $4,519 | 104.3% | |||||||
$4,075 | $4,275 | $4,483 | ||||||||||
2022 | Threshold (95%) | Target (100%) | Maximum (105%) | $5,341 | ||||||||
$5,042 | $5,307 | $5,573 | ||||||||||
New Product Exit Rate (in millions) | Threshold (40%) | Target (100%) | Maximum (150%) | $374 | 25% | |||||||
$60 | $200 | $300 | ||||||||||
Total Result: | 130.4% | |||||||||||
Weighted Result: | 97.8% |
(1) | Results are based on constant currency. |
2022 PROXY STATEMENT | 45 |
EXECUTIVE COMPENSATION
rTSR-BASED PU PERFORMANCE RESULTS
Following the completion of the performance period for the 2020 PU Awards, the Compensation Committee determined that award recipients had earned 200% of target for the 2020 rTSR-Based PUs based on the Company’s cumulative rTSR of 98.8% during the period, which represented the 99th percentile of the MSCI US REIT Index.
GOALS | ||||||||||||
rTSR(1) (percentiles) | Threshold 30th | 50th | 75th | Maximum 90th | ||||||||
Actual MSCI US REIT Index Cumulative TSR | ||||||||||||
-28.6% | -9.7% | 11.3% | 30.6% | |||||||||
TOTAL RESULT: | 200% | |||||||||||
WEIGHTED RESULT: | 50.0% |
(1) | Results are interpolated between percentiles. Regardless of the TSR percentile rank, if the Company’s absolute TSR is negative, the payout percentage will not exceed 100%. |
2019 AwardsThe historic payouts for Iron Mountain’s PUs are as follows:
The target number of equity awards granted to our NEOs in 2019 is set forth below: 5-YEAR PERFORMANCE UNIT ACHIEVEMENT
Named Executive Officer | Total Target PUs Granted | Total RSUs Granted | Total Stock Options Granted | |||
William L. Meaney | 127,029 | 69,288 | 345,295 | |||
Stuart Brown | 26,175 | 14,277 | 71,151 | |||
Ernest Cloutier | 13,857 | 7,558 | 37,668 | |||
Patrick Keddy | 18,477 | 10,078 | 50,224 | |||
Fidelma Russo | 13,087 | 7,138 | 35,575 | |||
John Tomovcsik | 13,087 | 7,138 | 35,575 |
OTHER COMPENSATION
In addition to the TDC elements described above, our U.S.-based executive officers participate in the retirement and welfare benefits generally available to our full-time employees, such as medical, dental, life insurance, 401(k) Plan, the 2013 Employee Stock Purchase Plan (the “ESPP”)ESPP and other fringe benefits.
Our U.S.-basedU.S. based NEOs are eligible for certain executive benefits, including a voluntary executive deferred compensation program, an executive physical and limited perquisites, which are included in the “All Other Compensation” column and related footnote in the “Summary Compensation Table and Executive Deferred Compensation” sections of the Compensation Tables section of this Proxy Statement.
Mr. Keddy does not participate in the 401(k) Plan or the ESPP because he is not a U.S.-based executive. Mr. Keddy is eligible for an executive physical and receives welfare benefits generally available to our full-time employees in the United Kingdom, such as medical. Mr. Keddy receives additional benefits that are customary for executives in his work location as more fully discussed under the “Employment Agreements–Patrick Keddy” section of the Compensation Tables section of this Proxy Statement.
Mr. Cloutier receives additional benefits related to his temporary expatriate assignment in Switzerland as more fully discussed under the “Employment Agreements–Ernest Cloutier” section of the Compensation Tables section of this Proxy Statement. Mr. Cloutier is also eligible for most U.S.-based benefits excluding medical, dental and the executive deferred compensation program.
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EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE PROCESS AND OVERSIGHT
In applying our compensation philosophy and design principles to establish appropriate compensation programs and target compensation levels, the Compensation Committee:
▲ Annually approves a recommendation to the Board for the salary, short-term and long-termincentive compensation for our CEO. ▲ Annually establishes the individual goals and objectives utilized in the short-termincentive program for our CEO. ▲ The Compensation Committee’s recommendation reflects (1) an analysis of theCompany’s performance against predetermined financial and strategic objective goals, (2) its evaluation of our CEO’s performance against predetermined individual objectives and (3) input from members of the Board. ▲ The Compensation Committee’s recommendation is then presented to the independentmembers of the Board for approval. ▲ Annually reviews and approves the salary, short-term and long-term incentive compensationfor our other executive team members as recommended by our CEO. | ||
Reviews and approves short-termand long-term incentive programsfor the executive team | ▲ Annually reviews and approves the structure of our short-term and long-term incentiveprograms for the executive team, including performance metrics, performance and payout grids and the weighting applied to each metric. ▲ The review typically balances an internal and external perspective developed incollaboration with members of management and the Compensation Committee’s independent compensation consultant. ▲ Based upon this review, the Compensation Committee may maintain or modify theamount and mix of grants under our incentive programs. ▲ Annually establishes the financial and strategic objective performance goals that areutilized in our short-term and long-term incentive plans. | |
Evaluates the effectivenessand competitiveness of otherexecutive compensation programs | ▲ Periodically evaluates the effectiveness and competitiveness of other executivecompensation programs, such as executive benefits, perquisites and our severance policies. These periodic evaluations are conducted to ensure alignment with our internal strategy and objectives and to consider external market practices. |
Previously Granted PUs That Vested in 2020
In 2017, certain members ofdetermining whether to make changes to our executive team, including Mr. Meaney, received an award of TSR-Based PUs and an award of Operational PUs. The TSR-Based PU payout was based on the Company’s TSR during the three-year period from 2017 through 2019 measured relative to the MSCI US REIT Index. The Operational PU payout was based on the Company’s performance against storage revenue growth and ROIC measured at the conclusion of the three-year performance period ended December 31, 2019. In 2019,compensation program, the Compensation Committee increasedmay consider a number of factors, including but not limited to, the storage revenue target to give effect to acquisitionssize, scope, and dispositions. performance of our business, evolving compensation trends, financial goals, and stockholders’ interests.
ESTABLISHING FINANCIAL PERFORMANCE GOALS
1 | The Compensation Committee initially approves annual financial performance targets based upon our annual operating plan approved by the Board, assuming constant currency. The multi-year performance targets are aligned with our long-term strategy. | |
2 | When the financial targets are set, the Compensation Committee approves a series of adjustment factors that identify the nature of potential adjustments to the target levels that may be considered throughout the applicable performance period. | |
3 | The Compensation Committee reviews the year-end results and, if applicable, adjusts certain financial targets based on the adjustment factors approved at the beginning of the applicable performance period. |
2022 PROXY STATEMENT | 47 |
EXECUTIVE COMPENSATION
ROLE OF THE CONSULTANT
The overall payout forCompensation Committee selects and retains the 2017-2019 PUs that vested in 2020 was 97.7%services of target.
TSR-BASED PU RESULTS
Followingan independent compensation consultant and annually reviews the completionperformance of the performance periodconsultant. The Compensation Committee engaged Pay Governance LLC (“Pay Governance”) to serve as its independent compensation consultant for fiscal year 2022. Pay Governance received instructions from, and reported to, the 2017 PUs,Compensation Committee on an independent basis. Pay Governance reports directly to the Compensation Committee, has regular meetings with the chairperson of the Compensation Committee and meets with the Compensation Committee in executive session.
The Compensation Committee has reviewed the nature of the relationship with its independent compensation consultant and considers the independence of the consultant in accordance with SEC and Nasdaq rules. For 2022, the Compensation Committee determined that award recipients had earned 99.8%there were no conflicts that impacted the advice and guidance provided by Pay Governance to the Compensation Committee.
The Compensation Committee requested Pay Governance’s advice on a variety of targetmatters, such as the amount and form of executive compensation, compensation strategy, market comparisons, pay and performance alignment versus industry peers, executive pay trends, compensation best practices, compensation-related regulatory developments, Say on Pay preparation, potential compensation plan designs and modifications, and provides assistance to the Nominating and Governance Committee on director compensation matters. The Compensation Committee consulted with Pay Governance, both with and without management, on several occasions during fiscal year 2022, and also in early fiscal year 2023 with respect to compensation decisions for fiscal year 2022 performance.
ROLE OF PEERS
To provide an external perspective relative to executive compensation levels, plan design trends and market best practices, the 2017 TSR-Based PUsCompensation Committee reviews market analyses derived from the Peer Group and prepared by our independent compensation consultant.
The Compensation Committee, in collaboration with our independent compensation consultant and management, reviews the Peer Group annually based on the Company’s cumulative TSR of 19.3% during the period, which represented the 49.9thpercentilefollowing criteria:
▲ | Comparable revenue size and industry; |
▲ | Similar market capitalization; |
▲ | Similar capital intensity; |
▲ | Pays regular quarterly dividends; and |
▲ | Similar degree of global operations. |
Following its annual review of the MSCI US REIT Index.
The table below sets forth the payouts as a percent of target based on performance of the TSR-based PUs granted in 2017:
IRM TSR vs. MSCI US REIT Index | Payout as a % of Target(1) | Actual MSCI US REIT Index Cumulative TSR | ||||
90thpercentile or more | 200 | % | 74.1 | % | ||
75thpercentile | 150 | % | 47.9 | % | ||
50thpercentile | 100 | % | 19.3 | % | ||
30thpercentile | 50 | % | 4.6 | % | ||
Below 30thpercentile | 0 | % | <4.6 | % |
OPERATIONAL PU RESULTS
Following the completion of the performance period for the 2017 PUs,Peer Group, the Compensation Committee determined thatmodified the Company exceededPeer Group from the minimum ROIC of 10.5% underprior year to remove Bread Financial Holdings (formerly Alliance Data Systems) due to the award,difference in market capitalization and the actual three-year storage revenue was 99.6% of the target established byadd Public Storage. The chart below lists the Compensation Committee and, as a result, 95.6% of the target PUs were earned.approved Peer Group for 2022:
Threshold (95% of Target) | Target | Maximum (105% of Target) | Payout | |||||
Storage Revenue(1)(in millions) | 95.6 | % | ||||||
Threshold | Actual | |||||||
ROIC(1) | 10.5 | % | 10.8 | % |
THE 2022 PEER GROUP INCLUDES THE FOLLOWING COMPANIES: | ||
ABM Industries | Digital Realty(1) | |
Brinks Company | Equifax | SBA Communications(1) |
Broadridge Financial | Equinix(1) | Stericycle |
Cintas | Global Payments | Western Union |
Clean Harbors | Paychex | Weyerhaeuser(1) |
Crown Castle International(1) | Prologis(1) |
48 |
EXECUTIVE COMPENSATION
ROLE OF CEO AND OTHER EXECUTIVE TEAM MEMBERS
At the Compensation Committee’s request, our CEO and other members of the executive team assist the Compensation Committee in carrying out its duties throughout the year by completing specific tasks, including:
Our CEO establishes the individual goals and objectives for our executive team (other than the CEO) and proposes his own individual goals and objectives, which are reviewed and revised, and subsequently approved by the Board; | |
▲ | Our CEO develops compensation recommendations for our executive team (other than the CEO) for the Compensation Committee’s review and approval, including salary levels, the potential economic value of long-term incentives and achievement of individual goals and objectives; and |
▲ | Each executive team member prepares a self-review to assist the review of his or her performance against individual goals and objectives, which self-review is shared with the Compensation Committee (for the CEO) or the CEO (for our other executive team members). |
TARGET & EARNED PU RESULTSCONSIDERATION OF RISK IN OUR COMPENSATION PROGRAMS
After its annual review of the Company’s incentive compensation arrangements for all employees, the Compensation Committee concluded that the components and structure of the Company’s compensation plans do not create risks that are reasonably likely to result in a material adverse effect to the Company. The table below sets forthprocess undertaken to reach this conclusion involved an analysis of the targetCompany’s compensation plans by management and a review of conclusions by the Compensation Committee’s independent compensation consultant and the Compensation Committee.
EXECUTIVE STOCK OWNERSHIP GUIDELINES
The Company maintains stock ownership guidelines that require certain executives, including our NEOs, to acquire and maintain ownership of our Common Stock, exclusive of unexercised stock options and unearned or unvested PUs, as a multiple of base salary as follows:
The Company established this program to help align the long-term interests of executives with stockholders. Each member of the executive team subject to the Company’s stock ownership guidelines is required to retain an amount equal to 50% of the net shares earned forreceived as a result of the TSR-Basedvesting of RSUs or PUs until such executive meets the minimum ownership threshold. “Net shares” are those shares that remain after shares are sold or netted to pay withholding taxes and Operational PUs awardedany purchase price.
The Company measures Executive Stock Ownership Guideline compliance annually in 2017:
Named Executive Officer | Target TSR-Based PUs | Target Operational PUs | Total Target PUs | Earned TSR-Based PUs | Earned Operational PUs | Total Earned PUs | ||||||
William L. Meaney | 36,486 | 36,486 | 72,972 | 36,413 | 34,880 | 71,293 | ||||||
Stuart Brown | 8,108 | 8,108 | 16,216 | 8,091 | 7,751 | 15,842 | ||||||
Ernest Cloutier | 5,067 | 5,067 | 10,134 | 5,056 | 4,844 | 9,900 | ||||||
Patrick Keddy | 5,405 | 5,405 | 10,810 | 5,394 | 5,167 | 10,561 | ||||||
Fidelma Russo | 5,145 | 5,145 | 10,290 | 5,134 | 4,918 | 10,052 | ||||||
John Tomovcsik | 4,729 | 4,729 | 9,458 | 4,719 | 4,520 | 9,239 |
Tax ConsiderationsMarch and continuously monitors compliance until the next measurement date. As of the most recent measurement date in March 2023, all members of the executive team who are subject to the Executive Stock Ownership Guidelines are in compliance with the Executive Stock Ownership Guidelines.
TAX CONSIDERATIONS
Section 162(m) of the Internal Revenue Code of 1986 (the “Code”) previously generally disalloweddisallows a federal income tax deduction to public companies for compensation in excess of $1,000,000 paid in any year to the principal executive officer (in our case, the CEO) and certain other executive officers,officers. Prior to the extent that this compensation was notTax Cuts and Jobs Act of 2017 (“TCJA”), an exception existed for “performance-based” within the meaning of Section 162(m) of the Code.compensation. The Iron Mountain Incorporated 2002 Stock Incentive Plan (the “2002 Plan”) and the 2014 Plan arewere generally designed such that compensation arising on the exercise of options satisfy thissatisfied the then-effective performance-based exemption. The 2002 Plan and the 2014 Plan also provide for the issuance of additional performance-based equity and cash awards, which may qualify for the performance-based exemption.
Each of our plans however, also authorizes the Compensation Committee to grant compensation that is partially or wholly nondeductible.
The Compensation Committee’s general policy has been to utilize the performance-based exception under Section 162(m) of the Code to structure our compensation arrangements to maximize deductions for federal income tax purposes. For example, our 2017 short-term performance-based incentive awards were issued under the 2014 Plan and required achievement of at least 90% of the Adjusted EBITDA target, which was set by the Compensation Committee and ratified by the Board, to fund bonus payouts. This goal was established primarily to maximize tax deductibility of the short-term performance-based incentive, if the target was achieved and certain other requirements were satisfied.
The Tax Cuts and Jobs Act of 2017 modified the group of individuals to whom payment of compensation in excess of $1,000,000 is not deductible to generally include the principal executive officer, the principal financial officer and the three other most highly compensated executive officers, and provided that each person covered by Section 162(m) of the Code for a particular year after 2016 will remain subject to this limit in subsequent years, even if not included in that group for the year. It also eliminated the performance-based exemption from Section 162(m) of the Code. As a result, it is expected that certain of our compensation arrangements will result in non-deductible compensation when the total exceeds $1,000,000, except certain historical awards that meet transition rules for continued deductibility under the Tax Cuts and Jobs Act.TCJA.
2022 PROXY STATEMENT |
Changes to 2020 Compensation Program
2020EXECUTIVE COMPENSATION
CHANGES TO 2023 COMPENSATION PROGRAM
2023 PERFORMANCE TARGETS
The Compensation Committee established the 20202023 performance targets priorfor both short-term and long-term incentive awards based on a range of considerations. As part of its regular process, the Compensation Committee maintained its approach of identifying challenging yet attainable goals with competitive payouts in order to motivate employee performance.
2023 SHORT-TERM INCENTIVE DESIGN
There were no changes made to the outbreakstructure of the COVID-19 pandemic. short-term incentive program design for 2023.
2023 LONG-TERM INCENTIVE DESIGN
The Compensation Committee will continuereviewed the equity award vehicles offered to monitor and assess the potential impact of COVID-19 on the Company’s performance and business operations.our equity award participants. As a result,part of this review, the Compensation Committee may exercise its discretionnoted that the Company’s five-year TSR performance against the MSCI US REIT Index benchmark was at the 91st percentile versus index constituents.
Although there were no changes made to adjust the 2020 performance targets as appropriate.structure of the long-term incentive program design, the Compensation Committee adopted the following modifications for 2023:
▲ | The Equity Choice election will include expanded options for our NEOs (other than the CEO) in 2023 to allow for 0% RSUs and 100% PUs. |
▲ | For the CEO, the percentage of performance-based equity will be 85% PUs and 15% stock options. Further, the CEO will continue to be the only equity participant to receive stock options, as stock options are an incentive vehicle that are aligned with creating long-term stockholder value because they have a 10-year term, whereas PUs and RSUs have three-year performance/vesting periods. |
50 |
EXECUTIVE COMPENSATION
CEO PAY OPPORTUNITY
In connection with its annual compensation program review, the Board approveddetermined to increase Mr. Meaney’s Long-Term Incentive opportunity for 2023. This increase is based on the following increase to Mr. Meaney'sCompany’s and CEO’s strong performance and future growth expectations (Mr. Meaney’s 2023 pay opportunity for 2020:is set forth below).
Base Salary | ▲ Salary is | |||||
Annual Bonus | ||||||
Long-Term Incentives | ▲ The Board has aligned Mr. Meaney’s mix with the significantaccelerated growth expectations, resulting in a mix of 85% PUs and 15% stock options. This mix reflects an increase in performance-based equity compared to 2022 (75% PUs, 10% RSUs and 15% stock options) strengthening long-term alignment with stockholders |
2020 SHORT-TERM INCENTIVESCOMPENSATION COMMITTEE REPORT ON COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Committee reviewed the key growth drivers and strategy for the Company and considered growth potential, risk of achievement, strategic value, and probability of attainment when setting performance targets. As a result of the review, the Compensation Committee approved an increase in maximum bonus as a percent of target from 170.6% to 172.5% beginning in the 2020 performance year.
2020 LONG-TERM INCENTIVES
Following a review of the equity award vehicles offered to our equity award participants, the Compensation Committee approved a change in award composition beginning with the 2020 performance year. As a result of the review, the award composition for our NEOs (other than the CEO) in 2020 will be 55% PUs and 45% RSUs. The CEO will be the only equity participant to continue to receive stock options, and the CEO’s equity award composition will continue to be 55% PUs, 30% RSUs and 15% stock options. Stock options are an incentive vehicle that are aligned with creating long-term shareholder value as they have a 10-year term, whereas PUs and RSUs have three-year performance/vesting periods.
Compensation Committee Report on Compensation Discussion and Analysis
We, the members of the Compensation Committee of the Board of the Company, have reviewed and discussed the Compensation Discussion and Analysis with the Company’s management. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.2022.
COMPENSATION COMMITTEE
Wendy J. Murdock, Chair
Pamela M. ArwayChairPaul Deninger
Monte FordPer Kristian Halvorsen
Robin L. MatlockWendy J. Murdock
Doyle SimmonsR. Simons
2022 PROXY STATEMENT | 51 |
COMPENSATION TABLES
Summary Compensation TableSUMMARY COMPENSATION TABLE
The following table provides certain information concerning compensation earned by our NEOs during the years ended December 31, 2017, 20182022, 2021, and 2019.2020. As required by SEC rules, the table includes:
Each person who served as our CEO or chief financial officer at any time during | |
The three other most highly compensated persons serving as executive officers at | |
|
SUMMARY COMPENSATION TABLE FOR 2017, 20182022, 2021 AND 20192020
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2)(3) | Option Awards ($)(3)(4) | Non–Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | |||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | |||||||||||||||
William L. Meaney(7) President and Chief Executive Officer | 2019 | $ | 1,097,657 | $ | — | $ | 7,057,856 | $ | 1,237,537 | $ | 1,439,000 | $ | 56,899 | $ | 10,888,949 | ||||||||
2018 | $ | 1,083,077 | $ | — | $ | 7,001,041 | $ | 1,237,384 | $ | 1,910,700 | $ | 55,070 | $ | 11,287,272 | |||||||||
2017 | $ | 1,000,000 | $ | — | $ | 5,089,432 | $ | 2,024,791 | $ | 1,806,000 | $ | 48,816 | $ | 9,969,039 | |||||||||
Stuart Brown(8) Executive Vice President and Chief Financial Officer | 2019 | $ | 550,000 | $ | — | $ | 1,454,303 | $ | 255,005 | $ | 382,140 | $ | 14,732 | $ | 2,656,180 | ||||||||
2018 | $ | 550,000 | $ | — | $ | 1,272,907 | $ | 224,978 | $ | 498,960 | $ | 11,602 | $ | 2,558,447 | |||||||||
2017 | $ | 550,000 | $ | — | $ | 1,040,964 | $ | 239,973 | $ | 516,120 | $ | 21,504 | $ | 2,368,561 | |||||||||
Ernest Cloutier Executive Vice President and General Manager, Records and Information Management | 2019 | $ | 495,192 | $ | — | $ | 769,898 | $ | 135,002 | $ | 414,900 | $ | 1,782,123 | $ | 3,597,115 | ||||||||
2018 | $ | 475,000 | $ | — | $ | 636,437 | $ | 112,487 | $ | 487,730 | $ | 1,081,469 | $ | 2,793,123 | |||||||||
2017 | $ | 475,000 | $ | — | $ | 650,574 | $ | 149,981 | $ | 465,928 | $ | 644,167 | $ | 2,385,650 | |||||||||
Patrick Keddy(9)(10) Executive Vice President, Business Development and Transformation | 2019 | $ | 587,420 | $ | — | $ | 1,026,590 | $ | 180,003 | $ | 456,719 | $ | 115,982 | $ | 2,366,714 | ||||||||
2018 | $ | 587,576 | $ | — | $ | 1,018,299 | $ | 179,981 | $ | 740,346 | $ | 100,553 | $ | 2,626,755 | |||||||||
2017 | $ | 431,614 | $ | — | $ | 693,948 | $ | 159,980 | $ | 444,043 | $ | 88,265 | $ | 1,817,850 | |||||||||
Fidelma Russo(11)(12) Executive Vice President, Chief Technology Officer | 2019 | $ | 537,500 | $ | — | $ | 727,115 | $ | 127,501 | $ | 335,720 | $ | 11,732 | $ | 1,739,568 | ||||||||
2018 | $ | 485,000 | $ | — | $ | 793,978 | $ | 104,988 | $ | 393,141 | $ | 11,602 | $ | 1,788,709 | |||||||||
2017 | $ | 391,731 | $ | — | $ | 1,526,696 | $ | 140,015 | $ | 301,900 | $ | 5,577 | $ | 2,365,919 | |||||||||
John Tomovcsik Executive Vice President, Chief Operating Officer | 2019 | $ | 470,193 | $ | — | $ | 727,115 | $ | 127,501 | $ | 323,190 | $ | 47,265 | $ | 1,695,264 |
NAMED EXECUTIVE OFFICER AND TITLE | YEAR | SALARY ($)(1) | BONUS ($)(2) | STOCK AWARDS ($)(3)(4) | OPTION AWARDS ($)(4)(5) | NON–EQUITY INCENTIVE PLAN COMPENSATION ($)(6) | ALL OTHER COMPENSATION ($)(7) | TOTAL ($) | ||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||
William L. Meaney(8) President and Chief Executive Officer | 2022 | $ | 1,179,902 | $ | – | $ | 9,848,262 | $ | 1,575,000 | $ | 2,438,000 | $ | 60,907 | $ | 15,102,071 | |||||||||
2021 | $ | 1,184,326 | $ | – | $ | 11,234,806 | $ | 1,387,499 | $ | 3,182,000 | $ | 57,487 | $ | 17,046,118 | ||||||||||
2020 | $ | 1,175,474 | $ | $ | 7,878,144 | $ | 1,387,499 | $ | 1,785,000 | $ | 55,492 | $ | 12,281,609 | |||||||||||
Barry Hytinen Executive Vice President and Chief Financial Officer | 2022 | $ | 744,232 | $ | – | $ | 3,263,716 | $ | – | $ | 1,015,000 | $ | 18,774 | $ | 5,041,723 | |||||||||
2021 | $ | 725,001 | $ | – | $ | 2,314,758 | $ | – | $ | 1,208,000 | $ | 15,300 | $ | 4,263,059 | ||||||||||
2020 | $ | 705,482 | $ | 1,000,000 | $ | 4,231,990 | $ | – | $ | 790,000 | $ | 349,247 | $ | 7,076,719 | ||||||||||
Deirdre Evens Executive Vice President and General Manager, Asset Lifecycle Management | 2022 | $ | 575,004 | $ | – | $ | 2,012,636 | $ | – | $ | 566,000 | $ | 316,273 | $ | 3,469,912 | |||||||||
2021 | $ | 563,465 | $ | – | $ | 1,879,817 | $ | – | $ | 766,000 | $ | 15,300 | $ | 3,224,582 | ||||||||||
2020 | $ | 513,464 | $ | – | $ | 1,018,840 | $ | – | $ | 416,000 | $ | 15,011 | $ | 1,963,315 | ||||||||||
Greg McIntosh Executive Vice President, Chief Commercial Officer and General Manager, Global Records and Information Management | 2022 | $ | 530,675 | $ | – | $ | 2,012,636 | $ | – | $ | 651,000 | $ | 25,068 | $ | 3,219,379 | |||||||||
2021 | $ | – | $ | – | $ | – | $ | – | $ | – | $ | – | $ | – | ||||||||||
2020 | $ | – | $ | – | $ | – | $ | – | $ | – | $ | – | $ | – | ||||||||||
John Tomovcsik Executive Vice President and Chief Operating Officer | 2022 | $ | 575,004 | $ | – | $ | 2,012,636 | $ | – | $ | 622,000 | $ | 9,010 | $ | 3,218,649 | |||||||||
2021 | $ | 563,465 | $ | – | $ | 1,879,817 | $ | – | $ | 871,000 | $ | 8,812 | $ | 3,323,094 | ||||||||||
2020 | $ | 513,464 | $ | – | $ | 1,018,840 | $ | – | $ | 416,000 | $ | 7,923 | $ | 1,956,227 |
(1) | Total reported reflects salary earned during the fiscal year, adjusted for changes in salary rates, where applicable. |
(2) | The amount reported in the “Bonus” column represents a signing bonus provided to Mr. Hytinen in connection with his appointment to Executive Vice President, Chief Financial Officer in January 2020. |
(3) | The amounts reported in the “Stock Awards” column present the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are included in Note 2 to the Company’s Consolidated Financial Statements included in the Company’s Annual Reports on Form 10-K for the years ended December 31, |
52 |
EXECUTIVE COMPENSATION
2022 AWARDS | ||||||
COMPONENTS OF STOCK AWARDS | ADDITIONAL INFORMATION | |||||
NAMED EXECUTIVE OFFICER | RSU VALUE ($) | PU VALUE - EXPECTED ($) | PU VALUE - MAXIMUM ($) | |||
William L. Meaney | 1,049,974 | 8,798,288 | 20,895,935 | |||
Barry Hytinen | 749,967 | 2,513,749 | 5,970,154 | |||
Deirdre Evens | 462,477 | 1,550,158 | 3,681,626 | |||
Greg McIntosh | 462,477 | 1,550,158 | 3,681,626 | |||
John Tomovcsik | 462,477 | 1,550,158 | 3,681,626 | |||
2021 AWARDS | ||||||
COMPONENTS OF STOCK AWARDS | ADDITIONAL INFORMATION | |||||
NAMED EXECUTIVE OFFICER | RSU VALUE ($) | PU VALUE - EXPECTED ($) | PU VALUE - MAXIMUM ($) | |||
William L. Meaney | 2,774,996 | 8,459,810 | 20,092,049 | |||
Barry Hytinen | 1,134,976 | 1,179,782 | 2,801,982 | |||
Deirdre Evens | 994,980 | 884,837 | 2,101,487 | |||
John Tomovcsik | 994,980 | 884,837 | 2,101,487 | |||
2020 AWARDS | ||||||
COMPONENTS OF STOCK AWARDS | ADDITIONAL INFORMATION | |||||
NAMED EXECUTIVE OFFICER | RSU VALUE ($) | PU VALUE - EXPECTED ($) | PU VALUE - MAXIMUM ($) | |||
William L. Meaney | 2,774,986 | 5,103,158 | 11,715,916 | |||
Barry Hytinen | 3,264,940 | 967,050 | 2,117,840 | |||
Deirdre Evens | 449,979 | 568,861 | 1,245,806 | |||
John Tomovcsik | 449,979 | 568,861 | 1,245,806 |
2019 AWARDS | ||||||
Components of Stock Awards | Additional Information | |||||
Name | RSU Value ($) | PU Value - Expected ($) | PU Value - Maximum ($) | |||
William L. Meaney | 2,474,967 | 4,582,889 | 10,311,500 | |||
Stuart Brown(8) | 509,974 | 944,329 | 2,124,740 | |||
Ernest Cloutier | 269,972 | 499,926 | 1,124,834 | |||
Patrick Keddy | 359,986 | 666,604 | 1,499,859 | |||
Fidelma Russo(12) | 254,969 | 472,146 | 1,062,329 | |||
John Tomovcsik | 254,969 | 472,146 | 1,062,329 | |||
2018 AWARDS | ||||||
Components of Stock Awards | Additional Information | |||||
Name | RSU Value ($) | PU Value - Expected ($) | PU Value - Maximum ($) | |||
William L. Meaney | 2,474,981 | 4,526,060 | 9,052,120 | |||
Stuart Brown(8) | 449,993 | 822,914 | 1,645,828 | |||
Ernest Cloutier | 224,980 | 411,457 | 822,914 | |||
Patrick Keddy | 359,995 | 658,304 | 1,316,608 | |||
Fidelma Russo(12) | 409,967 | 384,011 | 768,022 | |||
2017 AWARDS | ||||||
Components of Stock Awards | Additional Information | |||||
Name | RSU Value ($) | PU Value - Expected ($) | PU Value - Maximum ($) | |||
William L. Meaney | 2,024,973 | 3,064,459 | 5,399,928 | |||
Stuart Brown(8) | 359,973 | 680,991 | 1,199,984 | |||
Ernest Cloutier | 224,997 | 425,577 | 749,916 | |||
Patrick Keddy | 239,982 | 453,966 | 799,940 | |||
Fidelma Russo(12) | 1,109,950 | 416,745 | 699,926 |
For a list of | |
The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of stock options granted in the year indicated computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 2 to the Company’s Consolidated Financial Statements included in the Company’s Annual Reports on Form 10-K for the fiscal years ended December 31, | |
The amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect amounts paid to our NEOs under our non-equity incentive compensation plans based on the achievement of selected performance targets earned in the specified year and paid in the following year. Non-equity incentive compensation awards are calculated based on the applicable NEO’s base salary earnings before any deductions or deferrals, such as 401(k) contributions or deferred compensation plan contributions. Details regarding the calculation of these payments are included in the “Compensation Discussion and Analysis” section of this Proxy Statement. | |
The amounts reported in the “All Other Compensation” column include 401(k) Plan Company match, income on premiums paid with respect to group term life insurance and parking fees | |
With respect to Mr. Meaney, the amounts reported in the “All Other Compensation” column include payment for medical insurance in Switzerland. Also, during the years 2020-2022, Mr. Meaney’s spouse occasionally accompanied him on business related travel on private aircraft. | |
2022 PROXY STATEMENT | 53 |
EXECUTIVE COMPENSATION
The charts below set forth a more detailed breakdown of “All Other Compensation” for 2022.
WILLIAM L. MEANEY | BARRY HYTINEN | DEIRDRE EVENS | GREG MCINTOSH | JOHN TOMOVCSIK | ||||||||||||
401(k) Match | $ | 9,150 | $ | 9,150 | $ | 9,150 | $ | 15,528 | $ | 8,626 | ||||||
Life Insurance | $ | 384 | $ | 384 | $ | 384 | $ | – | $ | 384 | ||||||
Parking | $ | 7,800 | $ | 6,240 | $ | 4,160 | $ | – | $ | – | ||||||
Swiss Benefits | $ | 10,138 | $ | – | $ | – | $ | – | $ | – | ||||||
Swiss Medical Insurance | $ | 33,435 | $ | – | $ | – | $ | – | $ | – | ||||||
International Assignment Costs(9) | $ | – | $ | – | $ | 292,185 | $ | – | $ | – | ||||||
Company Recognition Event Expenses | $ | – | $ | – | $ | 10,394 | $ | 9,540 | $ | – | ||||||
Total | $ | 60,907 | $ | 18,774 | $ | 316,273 | $ | 25,068 | $ | 9,010 |
(8) |
|
William L. Meaney | Stuart Brown | Fidelma Russo | John Tomovcsik | ||||||||||
401(k) Match | $ | 5,600 | $ | 5,600 | $ | 5,600 | $ | 5,600 | |||||
Life Insurance | $ | 222 | $ | 222 | $ | 222 | $ | 222 | |||||
Parking | $ | 7,800 | $ | 5,910 | $ | 5,910 | $ | — | |||||
Company Recognition Event Expenses | $ | 3,453 | $ | — | $ | — | $ | — | |||||
Tax Gross-Up for Company Recognition Event Expenses | $ | 2,718 | $ | — | $ | — | $ | — | |||||
Company-Paid Physical | $ | — | $ | 3,000 | $ | — | $ | — | |||||
Vacation Accrual Cash Out(13) | $ | — | $ | — | $ | — | $ | 41,443 | |||||
Swiss Benefits | $ | 9,882 | $ | — | $ | — | $ | — | |||||
Swiss Medical Insurance | $ | 27,224 | $ | — | $ | — | $ | — | |||||
Total | $ | 56,899 | $ | 14,732 | $ | 11,732 | $ | 47,265 |
Ernest Cloutier | Patrick Keddy | ||||||
401(k) Match | $ | 5,600 | $ | — | |||
Pension Allowance | $ | — | $ | 36,687 | |||
Life Insurance | $ | 222 | $ | 2,967 | |||
Company Recognition Event Expenses | $ | 4,906 | $ | 3,453 | |||
Tax Gross-Up for Company Recognition Event Expenses | $ | 383 | $ | 4,081 | |||
Tax Gross-Up for Travel Related to International Role (Lodging and Spousal Travel) | $ | — | $ | 21,832 | |||
Spousal Travel Related to International Role | $ | — | $ | 18,706 | |||
Tax Preparation Related to International Role | $ | — | $ | 5,721 | |||
Car Allowance | $ | — | $ | 12,259 | |||
Fuel Allowance | $ | — | $ | 2,554 | |||
Company-Paid Physical | $ | — | $ | 3,700 | |||
Medical | $ | — | $ | 4,021 | |||
Vacation Accrual Cash Out(13) | $ | 30,832 | $ | — | |||
International Assignment Costs(14) | $ | 1,740,180 | $ | — | |||
Total | $ | 1,782,123 | $ | 115,981 |
Mr. Meaney’s | |
(9) |
Includes the following expatriate benefits in connection with |
54 |
Grants of Plan-Based Awards For 2019
EXECUTIVE COMPENSATION
GRANTS OF PLAN-BASED AWARDS FOR 2022
The following table sets forth certain information concerning the grants of plan-based awards to our NEOs during the year ended December 31, 2019.2022. For a description of these awards, see the “Compensation Discussion and Analysis — 20192022 Total Direct Compensation of Named Executive OfficersComponents — Long-Term Incentive Compensation”Incentives” section of this Proxy Statement.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Closing Market Price on the Date of Grant ($) | Grant Date Fair Value of Stock and Option Awards ($) | |||||||||||
Named Executive Officer | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||
William L. Meaney | n/a | $ — | $ | 1,650,000 | $ | 2,814,900 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||
2/20/2019 | n/a | n/a | n/a | — | 127,029 | 285,815 | 69,288 | 345,295 | $ | 35.72 | n/a | $ | 8,295,393 | ||||
Stuart Brown(5) | n/a | $ — | $ | 495,000 | $ | 844,470 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||
2/20/2019 | n/a | n/a | n/a | — | 26,175 | 58,893 | 14,277 | 71,151 | $ | 35.72 | n/a | $ | 1,709,308 | ||||
Ernest Cloutier | n/a | $ — | $ | 450,000 | $ | 767,700 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||
2/20/2019 | n/a | n/a | n/a | — | 13,857 | 31,178 | 7,558 | 37,668 | $ | 35.72 | n/a | $ | 904,900 | ||||
Patrick Keddy | n/a | $ — | $ | 734,275 | $ | 1,252,673 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||
2/20/2019 | n/a | n/a | n/a | — | 18,477 | 41,573 | 10,078 | 50,224 | $ | 35.72 | n/a | $ | 1,206,593 | ||||
Fidelma Russo(6) | n/a | $ — | $ | 385,000 | $ | 656,810 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||
2/20/2019 | n/a | n/a | n/a | — | 13,087 | 29,445 | 7,138 | 35,575 | $ | 35.72 | n/a | $ | 854,616 | ||||
John Tomovcsik | n/a | $ — | $ | 332,500 | $ | 567,245 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||
2/20/2019 | n/a | n/a | n/a | — | 13,087 | 29,445 | 7,138 | 35,575 | $ | 35.72 | n/a | $ | 854,616 |
NAMED | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING | EXERCISE OR BASE PRICE OF OPTION | CLOSING MARKET PRICE ON THE DATE OF | GRANT DATE FAIR VALUE OF STOCK AND OPTION | |||||||||||||||||||||||||||||||||||||
EXECUTIVE OFFICER | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | OR UNITS (#)(3) | OPTIONS (#)(4) | AWARDS ($/SH) | GRANT ($) | AWARDS ($) | ||||||||||||||||||||||||||||||||
William L. Meaney | N/A | $ | – | $ | 2,100,000 | $ | 4,397,400 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||
3/1/2022 | N/A | N/A | N/A | N/A | 158,546 | 554,911 | 21,139 | 211,455 | $ | 49.67 | N/A | $ | 11,423,262 | |||||||||||||||||||||||||||||||
Barry Hytinen | N/A | $ | – | $ | 825,000 | $ | 1,727,550 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||
3/1/2022 | N/A | N/A | N/A | – | 45,298 | 158,543 | 15,099 | N/A | N/A | N/A | $ | 3,263,716 | ||||||||||||||||||||||||||||||||
Deirdre Evens | N/A | $ | – | $ | 575,000 | $ | 1,204,050 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||
3/1/2022 | N/A | N/A | N/A | – | 27,934 | 97,769 | 9,311 | N/A | N/A | N/A | 2,012,635 | |||||||||||||||||||||||||||||||||
Greg McIntosh | N/A | $ | – | $ | 575,000 | $ | 1,204,050 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||
3/1/2022 | N/A | N/A | N/A | – | 27,934 | 97,769 | 9,311 | N/A | N/A | N/A | $ | 2,012,635 | ||||||||||||||||||||||||||||||||
John Tomovcsik | N/A | $ | – | $ | 575,000 | $ | 1,204,050 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||
3/1/2022 | N/A | N/A | N/A | – | 27,934 | 97,769 | 9,311 | N/A | N/A | N/A | $ | 2,012,635 |
(1) | The amounts reported in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column, sub-column “Threshold” and sub-column “Maximum,” reflect the minimum and maximum payment level of short-term incentive compensation for each of our NEOs, which is zero and |
(2) | The amounts reported in “Estimated Future Payouts Under Equity Incentive Plan Awards” column, sub-column “Maximum,” reflect that the PUs awarded in |
(3) | Each RSU award was granted under the 2014 Plan, and each RSU award vests in three substantially equal annual installments beginning on the first anniversary of the grant date. Each RSU award is settled in shares of Common Stock on each vesting date. |
(4) | Each stock option award was granted under the 2014 Plan, and each stock option award vests in three substantially equal annual installments beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year End for 2019
EXECUTIVE COMPENSATION
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2022
The following table sets forth certain information with respect to outstanding equity awards held by our NEOs at December 31, 2019.2022. The market value amounts reported in the Stock Awards columns heading were determined using the closing price per share of Common Stock on the NYSE on December 31, 201930, 2022 of $31.87.$49.85.
Option Awards | Stock Awards | |||||||||||||||||||||
Named Executive Officer | Number of Securities Underlying Unexercised Options: Exercisable (#)(1) | Number of Securities Underlying Unexercised Options: Unexercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested ($) | ||||||||||||||
William L. Meaney | 10,002 | — | $ | 29.99 | 1/7/2023 | |||||||||||||||||
273,184 | — | $ | 31.00 | 2/13/2024 | ||||||||||||||||||
349,247 | — | $ | 48.54 | 2/19/2025 | ||||||||||||||||||
829,506 | — | $ | 36.59 | 2/18/2026 | ||||||||||||||||||
307,489 | 154,207 | (1) | $ | 37.00 | 2/16/2027 | |||||||||||||||||
113,961 | 228,267 | (2) | $ | 33.72 | 2/15/2028 | |||||||||||||||||
— | 345,295 | (3) | $ | 35.72 | 2/20/2029 | 18,280 | (4) | $ | 582,584 | |||||||||||||
48,957 | (5) | $ | 1,560,260 | |||||||||||||||||||
69,288 | (6) | $ | 2,208,209 | |||||||||||||||||||
36,486 | (7) | $ | 1,162,809 | |||||||||||||||||||
36,486 | (8) | $ | 1,162,809 | |||||||||||||||||||
134,564 | (9) | $ | 4,288,555 | |||||||||||||||||||
127,029 | (10) | $ | 4,048,414 | |||||||||||||||||||
Stuart Brown(11) | 21,673 | — | $ | 41.11 | 7/25/2026 | |||||||||||||||||
36,442 | 18,277 | (1) | $ | 37.00 | 2/16/2027 | |||||||||||||||||
20,720 | 41,503 | (2) | $ | 33.72 | 2/15/2028 | |||||||||||||||||
— | 71,151 | (3) | $ | 35.72 | 2/20/2029 | 3,250 | (4) | $ | 103,578 | |||||||||||||
8,902 | (5) | $ | 283,707 | |||||||||||||||||||
14,277 | (6) | $ | 455,008 | |||||||||||||||||||
8,108 | (7) | $ | 258,402 | |||||||||||||||||||
8,108 | (8) | $ | 258,402 | |||||||||||||||||||
24,466 | (9) | $ | 779,731 | |||||||||||||||||||
26,175 | (10) | $ | 834,197 | |||||||||||||||||||
Ernest Cloutier | 24,965 | — | $ | 38.83 | 2/19/2025 | |||||||||||||||||
22,776 | 11,423 | (1) | $ | 37.00 | 2/16/2027 | |||||||||||||||||
10,359 | 20,752 | (2) | $ | 33.72 | 2/15/2028 | |||||||||||||||||
— | 37,668 | (3) | $ | 35.72 | 2/20/2029 | |||||||||||||||||
2,032 | (4) | 64,760 | ||||||||||||||||||||
4,451 | (5) | 141,853 | ||||||||||||||||||||
7,558 | (6) | 240,873 | ||||||||||||||||||||
5,067 | (7) | $ | 161,485 | |||||||||||||||||||
5,067 | (8) | $ | 161,485 | |||||||||||||||||||
12,233 | (9) | $ | 389,866 | |||||||||||||||||||
13,857 | (10) | $ | 441,623 |
OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||||||
NAMED EXECUTIVE OFFICER | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS: EXERCISABLE (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS: UNEXERCISABLE (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED UNITS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET VALUE OF UNEARNED UNITS THAT HAVE NOT VESTED ($) | ||||||||||||||||||||||
William L. Meaney | 210,140 | – | $ | 31.00 | 2/13/2024 | 25,518 | (5) | $ | 1,272,072 | 140,347 | (9) | $ | 6,996,298 | |||||||||||||||||
349,247 | – | $ | 48.54 | 2/19/2025 | 2,115 | (6) | $ | 105,433 | 11,632 | (10) | $ | 579,855 | ||||||||||||||||||
829,506 | – | $ | 36.59 | 2/18/2026 | 53,268 | (7) | $ | 2,655,410 | 227,109 | (11) | $ | 11,321,384 | ||||||||||||||||||
461,696 | – | $ | 37.00 | 2/16/2027 | 21,139 | (8) | $ | 1,053,779 | 158,546 | (12) | $ | 7,903,518 | ||||||||||||||||||
342,228 | – | $ | 33.72 | 2/15/2028 | ||||||||||||||||||||||||||
345,295 | – | $ | 35.72 | 2/20/2029 | ||||||||||||||||||||||||||
349,182 | 174,591 | (1) | $ | 33.80 | 2/19/2030 | |||||||||||||||||||||||||
44,146 | 22,074 | (2) | $ | 29.55 | 3/09/2030 | |||||||||||||||||||||||||
143,206 | 286,412 | (3) | $ | 34.73 | 3/01/2031 | |||||||||||||||||||||||||
– | 211,455 | (4) | $ | 49.67 | 3/01/2032 | |||||||||||||||||||||||||
Barry Hytinen | 16,442 | (13) | $ | 819,634 | 27,662 | (9) | $ | 1,378,951 | ||||||||||||||||||||||
16,441 | (13) | $ | 819,584 | 31,672 | (11) | $ | 1,578,849 | |||||||||||||||||||||||
7,545 | (5) | $ | 376,118 | 45,298 | (12) | $ | 2,258,105 | |||||||||||||||||||||||
21,787 | (7) | $ | 1,086,082 | |||||||||||||||||||||||||||
15,099 | (8) | $ | 752,685 | |||||||||||||||||||||||||||
Deirdre Evens | 29,639 | – | $ | 37.00 | 2/16/2027 | 4,438 | (5) | $ | 221,234 | 16,272 | (9) | $ | 811,159 | |||||||||||||||||
35,575 | – | $ | 35.72 | 2/20/2029 | 19,100 | (7) | $ | 952,135 | 23,754 | (11) | $ | 1,184,137 | ||||||||||||||||||
9,311 | (8) | $ | 464,153 | 27,934 | (12) | $ | 1,392,510 | |||||||||||||||||||||||
Greg McIntosh | 3,923 | – | $ | 38.83 | 2/19/2025 | 1,775 | (5) | $ | 88,484 | 6,508 | (9) | $ | 324,424 | |||||||||||||||||
6,744 | – | $ | 31.46 | 3/09/2026 | 7,870 | (7) | $ | 392,320 | 12,669 | (11) | $ | 631,550 | ||||||||||||||||||
6,839 | – | $ | 37.00 | 2/16/2027 | 9,311 | (8) | $ | 464,153 | 27,934 | (12) | $ | 1,392,510 | ||||||||||||||||||
4,009 | – | $ | 33.72 | 2/15/2028 | ||||||||||||||||||||||||||
13,442 | – | $ | 35.17 | 3/25/2029 | ||||||||||||||||||||||||||
John Tomovcsik | 24,965 | – | $ | 38.83 | 2/19/2025 | 4,438 | (5) | $ | 221,234 | 16,272 | (9) | $ | 811,159 | |||||||||||||||||
11,859 | – | $ | 35.72 | 2/20/2029 | 19,100 | (7) | $ | 952,135 | 23,754 | (11) | $ | 1,184,137 | ||||||||||||||||||
9,311 | (8) | $ | 464,153 | 27,934 | (12) | $ | 1,392,510 |
Option Awards | Stock Awards | |||||||||||||||||||||
Named Executive Officer | Number of Securities Underlying Unexercised Options: Exercisable (#)(1) | Number of Securities Underlying Unexercised Options: Unexercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested ($) | ||||||||||||||
Patrick Keddy | 7,133 | — | $ | 38.83 | 2/19/2025 | |||||||||||||||||
22,102 | — | $ | 36.91 | 5/27/2025 | ||||||||||||||||||
32,884 | — | $ | 29.27 | 2/18/2026 | ||||||||||||||||||
24,295 | 12,184 | (1) | $ | 37.00 | 2/16/2027 | |||||||||||||||||
16,576 | 33,202 | (2) | $ | 33.72 | 2/15/2028 | |||||||||||||||||
— | 50,224 | (3) | $ | 35.72 | 2/20/2029 | |||||||||||||||||
2,167 | (4) | $ | 69,062 | |||||||||||||||||||
7,121 | (5) | $ | 226,946 | |||||||||||||||||||
10,078 | (6) | $ | 321,186 | 5,405 | (7) | $ | 172,257 | |||||||||||||||
5,405 | (8) | $ | 172,257 | |||||||||||||||||||
19,572 | (9) | $ | 623,760 | |||||||||||||||||||
18,477 | (10) | $ | 588,862 | |||||||||||||||||||
Fidelma Russo(12) | 24,582 | 12,328 | (13) | $ | 34.01 | 3/13/2027 | ||||||||||||||||
9,669 | 19,368 | (2) | $ | 33.72 | 2/15/2028 | |||||||||||||||||
— | 35,575 | (3) | $ | 35.72 | 2/20/2029 | |||||||||||||||||
10,902 | (14) | $ | 347,447 | |||||||||||||||||||
8,110 | (5) | $ | 258,466 | |||||||||||||||||||
7,138 | (6) | $ | 227,488 | |||||||||||||||||||
5,145 | (7) | $ | 163,971 | |||||||||||||||||||
5,145 | (8) | $ | 163,971 | |||||||||||||||||||
11,417 | (9) | $ | 363,860 | |||||||||||||||||||
13,087 | (10) | $ | 417,083 | |||||||||||||||||||
John Tomovcsik | 24,965 | — | $ | 38.83 | 2/19/2025 | |||||||||||||||||
46,014 | — | $ | 29.27 | 2/18/2026 | ||||||||||||||||||
21,258 | 10,661 | (1) | $ | 37.00 | 2/16/2027 | |||||||||||||||||
9,669 | 19,368 | (2) | $ | 33.72 | 2/15/2028 | |||||||||||||||||
— | 35,575 | (3) | $ | 35.72 | 2/20/2029 | |||||||||||||||||
1,896 | (4) | $ | 60,426 | |||||||||||||||||||
4,154 | (5) | $ | 132,388 | |||||||||||||||||||
7,138 | (6) | $ | 227,488 | |||||||||||||||||||
4,729 | (7) | $ | 150,713 | |||||||||||||||||||
4,729 | (8) | $ | 150,713 | |||||||||||||||||||
11,417 | (9) | $ | 363,860 | |||||||||||||||||||
13,087 | (10) | $ | 417,083 |
(1) | Options vested on February 19, 2023. |
(2) | Options vested on |
Options vest in two substantially equal installments on | |
Options vest in three substantially equal installments on | |
RSUs vested on February | |
RSUs vested on March 9, 2023. | |
(7) | RSUs vest in two substantially equal installments on |
RSUs vest in three substantially equal installments on | |
The number of PUs based on | |
The number of | |
The number of PUs based on Revenue, | |
The number of PUs based on Revenue | |
(13) | |
RSUs vested on |
56 |
EXECUTIVE COMPENSATION
OPTION EXERCISES AND STOCK VESTED AT FISCAL YEAR END FOR 2022
OPTION AWARDS | STOCK AWARDS | |||||||||||||||
NAMED EXECUTIVE OFFICER | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(1) | ||||||||||||
William L. Meaney | 73,046 | $ | 1,395,148 | 228,908 | $ | 10,390,501 | ||||||||||
Barry Hytinen | N/A | N/A | 51,321 | $ | 2,550,640 | |||||||||||
Deirdre Evens | 29,037 | $ | 617,907 | 31,979 | $ | 1,474,544 | ||||||||||
Greg McIntosh | N/A | N/A | 13,581 | $ | 691,048 | |||||||||||
John Tomovcsik | N/A | N/A | 31,979 | $ | 1,474,544 |
Option Exercises and Stock Vested at Fiscal Year End for 2019
Option Awards | Stock Awards | |||||||||
Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||
William L. Meaney | N/A | N/A | 119,884 | $ | 4,236,096 | |||||
Stuart Brown | N/A | N/A | 23,202 | $ | 773,236 | |||||
Ernest Cloutier | 67,051 | $ | 578,620 | 17,696 | $ | 625,662 | ||||
Patrick Keddy | N/A | N/A | 20,124 | $ | 711,229 | |||||
Fidelma Russo | N/A | N/A | 14,916 | $ | 525,480 | |||||
John Tomovcsik | N/A | N/A | 17,413 | $ | 615,686 |
(1) | Includes the payout of accrued cash dividend equivalents. |
Non-Qualified Deferred Compensation for 2019NON-QUALIFIED DEFERRED COMPENSATION FOR 2022
EXECUTIVE DEFERRED COMPENSATION
The Company provides certain of its highly compensated employees in the United States, including our NEOs, with the opportunity to defer between 5% and 100% of any 20192022 non-equity incentive compensation and/or up to between 5% and 50% of base salary through the Executive Deferred Compensation Plan (the “EDCP”). This benefit is offered to these employees in part because they are limited by the Code and applicable nondiscrimination testing rules in the amount of 401(k) contributions they can make under the Company’s 401(k) Plan. Deferral elections and elections relating to the timing of payments are made prior to the period in which the salary and/or incentive compensation bonuses are earned. The Company does not contribute any matching, profit sharing or other funds to the EDCP for any employee. Participants in the EDCP can elect to invest their deferrals in funds that mirror, as closely as possible, the investment options available under the Company’s 401(k) Plan. The EDCP does not pay any above market rates and is administered by the Compensation Committee.
Participants may elect to receive benefits when they separate from service or on a specified date in the future. Benefits are distributed either in a lump sum or in five or 10 annual payments. Participants may choose from an array of investment options that generally mirror the investment options available in the 401(k) plan. While the assets are held in a Rabbi Trust, the responsibility to pay benefits are unfunded and unsecured obligations of the Company.
Fidelma RussoMs. Evens is the only NEO who participated in the EDCP during the year ended December 31, 2019.2022.
Named Executive Officer | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions in Last FY ($) | Aggregate Balance at Last FYE ($)(1) | |||||
Fidelma Russo | $80,494 | N/A | $14,137 | N/A | $ 138,382 |
NAMED EXECUTIVE OFFICER | EXECUTIVE CONTRIBUTIONS IN LAST FY ($) | REGISTRANT CONTRIBUTIONS IN LAST FY ($) | AGGREGATE EARNINGS IN LAST FY ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS IN LAST FY ($) | AGGREGATE BALANCE AT LAST YE ($)(1) | |||||
Deirdre Evens | $ 747,999 | N/A | $ (233,538) | N/A | $1,492,825 |
(1) | Deferred compensation accounts are deemed invested in mutual funds managed by third party administrators. |
2022 PROXY STATEMENT | 57 |
Table of ContentsEmployment Agreements
EXECUTIVE COMPENSATION
EMPLOYMENT AGREEMENTS
WILLIAM L. MEANEY
In connection with his appointment as CEO, the Company entered into an offer letter with Mr. Meaney dated November 30, 2012 (the “CEO Offer Letter”). In addition to standard TDC elements (salary and short and long-term incentives), the CEO Offer Letter includes the following provisions:
Mr. Meaney’s employment with the Company is on an at-will basis; |
The Company agreed to pay Mr. Meaney a portion of his salary in Swiss Francs because Mr. Meaney is a Swiss citizen and, as a result of his responsibilities associated with the significant international focus of the Company, he works a portion of his time in Switzerland; | |
The Company agreed to reimburse Mr. Meaney for the cost of his Swiss medical insurance; and | |
Mr. Meaney is eligible for the Iron Mountain Companies Severance Plan and Severance Program No. 2 (the “CEO Severance Program”) as described under the “ |
In December 2013, in order to implement the Swiss Franc salary payments agreed to in the CEO Offer Letter, and due to the customary nature of such agreements in Switzerland, a Swiss subsidiary of the Company entered into an employment agreement with Mr. Meaney (the “Swiss Employment Agreement”). As required by Swiss law, the Company, or one of its Swiss subsidiaries, funds certain benefits on Mr. Meaney’s behalf in connection with his Swiss employment, including an occupational benefit plan and occupational accident insurance. The Company’s contribution levels reflect amounts required by Swiss law and are quantified in the Summary Compensation Table. The Swiss Employment Agreement has no fixed term and is terminable by either party following a one-month notice period (except for certain acts identified by Swiss law).
We do not have any agreements with Mr. Meaney or any other executive that provide for excise tax gross-up payments in connection with a change in control.
ERNEST CLOUTIERBARRY HYTINEN
In connection with his appointment as EVP & GM, International,Chief Financial Officer of the Company, effective AprilJanuary 1, 2017, Mr. Cloutier relocated to Switzerland in July 2017 and2020, the Company entered into a letter agreement with Mr. Cloutier,Hytinen, dated March 27, 2017November 25, 2019 (the “Cloutier“Hytinen Letter”) confirming the terms of Mr. Cloutier’s international assignment. The Cloutier Letter is not a contract of employment but is intended to summarize the terms and benefits of Mr. Cloutier’s international assignment. Under the terms of Mr. Cloutier’s appointment, as described in the Cloutier Letter, the Company provides the following benefits during his international assignment:
As detailed in the introduction to this Compensation Discussion and Analysis, Mr. Cloutier’s role changed on November 1, 2019 to Executive Vice President and General Manager, Global Records and Information Management. Unless otherwise extended, Mr. Cloutier’s international assignment is due to end in July 2020.
PATRICK KEDDY
In connection with his appointment as EVP & GM, North America & Western Europe of the Company in April 2015, the Company entered into an amended and restated employment contract with Mr. Keddy (the “Keddy Employment Contract”) as is customary for executives in England, where Mr. Keddy is based.. In addition to base salarystandard TDC elements (salary and short-term incentive compensation, Mr. Keddy receives a car allowance, a corresponding allowance for fuel costs, a UK pension contribution, or cash payment in lieu thereof,short and a UK life insurance benefit. Mr. Keddy is eligible to receive severance benefits underlong-term incentives), the Severance Program No. 1. Mr. Keddy is also eligible for benefits to accommodate his dual working location betweenHytinen Letter includes the United Kingdom and the United States. The Keddy Employment Contract has no fixed term and is terminable by either party with appropriate notice. The Keddy Employment Contract superseded and replaced Mr. Keddy’s prior employment contract with the Company, which terminated automatically upon the effectiveness of the Keddy Employment Contract. Subsequent to the announcement on October 31, 2019 of Mr. Keddy’s planned retirement in 2021, his role changed to Executive Vice President, Business Development and Transformation. The Keddy Employment Contract will continue in effect until the effective date of his planned retirement.following provisions:
▲ | Signing bonus of $1,000,000, which was repayable if Mr. Hytinen had left the Company under certain circumstances within 18 months of his start date; |
▲ | Target annual performance-based cash bonus of 110% of base salary; |
▲ | Two sign-on restricted stock unit awards, with initial target values of $1,500,000 and $1,000,000, which vested ratably over three and two years, respectively. These grants were made to replace forfeited compensation from his former employer; and |
▲ | Relocation benefits to assist with his relocation to the greater Boston area. |
58 |
Termination and Change in Control Arrangements
EXECUTIVE COMPENSATION
TERMINATION AND CHANGE IN CONTROL ARRANGEMENTS
The Company maintains various contracts and agreements that require payments to each NEO in connection with (1) any termination of such NEO, (2) a change in control of the Company, or (3) a change in such NEO’s responsibilities. This section describes the benefits that may become payable to our NEOs in connection with a termination of their employment with the Company and/or a change in control of the Company under arrangements in effect on December 31, 2019.2022.
EQUITY TREATMENT AT RETIREMENT
In 2018, the Compensation Committee reviewed and approved changes to the definitionAs of “retirement” and the related treatment of outstanding equity awards under the 2014 Plan. These changes are effective for grants made on or after February 20, 2019. UponMarch 1, 2022, upon an employee’s retirement on or after attaining age 58,55, if the employee attains a minimum service requirement of five (5) years and the sum of (i) the age at retirementplus(ii) years of service at the Company totals at least 70,65, then such employee will be entitled to continued vesting of any outstanding equity awards. If retirement occurs on ora minimum of six (6) months after July 1,grant date of any equity award, recipients are entitled to fullcontinued vesting of time-vested stock options and time-vested RSUs.RSUs granted on or after March 1, 2022. These awards will continue vesting on the original vesting schedule, and the options would remain exercisable up to three years after retirement, or the original expiration date, if earlier. The stock option treatment was later amended for awards granted after January 1, 2020 to remain exercisable up to the original term of the stock option award. PUs will continue to vest and be delivered in accordance with the original vesting schedule of the applicable PU award and remain subject to the same performance conditions. Participants must remain employed through July
Prior to March 1, of each grant year for the grant made in that year to be eligible for the retirement provisions described above.
Prior to2022 and after February 20, 2019, PU awards made to executives, including our NEOs, and other employees who subsequently terminate their employment (i) during the applicable performance period, (ii)upon an employee’s retirement on or after attaining age 55 and (iii) after completing ten58, if the sum of (i) the age at retirement plus (ii) years of employment withservice at the Company are eligibletotals at least 70, then such employee was entitled to continued vesting of any outstanding equity awards. If retirement occurred on or after July 1 in the year of grant for pro-ratedany year from 2019-2021, equity award recipients were entitled to continue vesting basedof time-vested stock options and time-vested RSUs granted. These awards continued vesting on the number of fulloriginal vesting schedule, and the options remained exercisable up to three (3) years completed following the grant date, although the shares underlying the PU awardfrom retirement date. PUs will nevertheless,continue to vest and be delivered in accordance with the original vesting schedule of the applicable PU award and remain subject to the same performance conditions.
EQUITY TREATMENT IN CONNECTION WITH TERMINATION OR A CHANGE OF CONTROL
All unvested stock options and other equity awards granted under the 2002 Plan or the 2014 Plan vest immediately should an employee terminate his or her own employment for “good reason” or be terminated by the Company in connection with a “vesting change in control,” as such terms are defined in the 2002 Plan and 2014 Plan, within 14 days prior or 12 months after such vesting change of control. This provision applies to all outstanding options and unvested RSUs or PUs held by employees of the Company, including our NEOs.
CEO SEVERANCE PROGRAM
As provided for in the CEO Offer Letter, Mr. Meaney is a participant in the CEO Severance Program No. 2. Mr. Meaney is entitled to the benefits under the CEO Severance Program No. 2 in the event of a “qualifying termination,” which is generally defined as the termination of an eligible employee’s employment without “cause” or termination by the eligible employee for “good reason.” “Cause” is generally defined in the CEO Severance Program No. 2 as any of: (1) fraud, embezzlement or theft against the Company; (2) being convicted of, or pleading guilty or no contest to, a felony; (3) breach of a fiduciary duty owed to the Company; (4) material breach of any material policy of the Company; (5) willful failure to perform material assigned duties (other than by reason of illness); or (6) committing an act of gross negligence, engaging in willful misconduct or otherwise acting with willful disregard for the best interests of the Company. “Good reason” in the CEO Severance Program means that the Company has, without Mr. Meaney’s consent: (1) materially diminished the sum of his base compensation plus target nonequity incentive compensation; (2) required Mr. Meaney to be based at an office or primary work location that is greater than 50 miles from Boston, Massachusetts; (3) materially diminished Mr. Meaney’s authority
and/or responsibilities and/or assigned Mr. Meaney to duties and responsibilities that are generally inconsistent with his position with Iron Mountain prior to the change; (4) ceased to have Mr. Meaney report directly to the Board; or (5) materially breached the CEO Severance Program No. 2 or the CEO Offer Letter.
In the event of a qualifying termination under the CEO Severance Program No. 2, Mr. Meaney is entitled to certain severance benefits, including: (1) cash compensation consisting of (a) the sum of one year’s base salary, (b) a bonus payment equal to the annual target performance-based cash bonus for the year of termination, and (c) a pro-rated bonus in the year of termination; (2) one year of group health benefit continuation, and (3) 12 months outplacement. Mr. Meaney does not receive equity acceleration benefits under the CEO Severance Program No. 2.
In accordance with the CEO Severance Program No. 2, if Mr. Meaney’s termination is in connection with a change in control, he will be eligible for two years’ base salary and target bonus (rather than one year) and 18 months of group health benefit continuation (rather than 12 months), and the other benefits he would otherwise be entitled to remain unchanged. The CEO Severance Program No. 2 also modifies the determination of a Vesting Change in Control where termination following a Change in Control is directed by a third party, within 90 days prior to the Change in Control (rather than 14 days) or within two years following the Change in Control (rather than 12 months).
2022 PROXY STATEMENT | 59 |
EXECUTIVE COMPENSATION
NEO SEVERANCE PROGRAM
Messrs. Brown, Cloutier, KeddyHytinen, McIntosh, and Tomovcsik and Ms. RussoEvens are entitled to the benefits under the Severance Program No. 1 in the event of a “qualifying termination,” which is generally defined as the termination of an eligible employee’s employment without “cause” or termination by the eligible employee for “good reason.” The definition of “cause” for the purposes of the Severance Program No. 1 is substantially the same as the definition of “cause” in the CEO Severance Program No. 2, as described above. The definition of “good reason” in the Severance Program No. 1 is substantially the same as “good reason” under the 2002 Plan and the 2014 Plan with an additional component that could result in an acceleration if the eligible employee were to terminate his or her employment within 14 days prior to or 12 months after a vesting change of control. The additional component is a material diminution in the responsibilities or title or position with the Company and/or the assignment of duties and responsibilities that are generally inconsistent with such eligible employee’s position with the Company immediately prior to the vesting change in control.
In the event of a qualifying termination under the Severance Program No. 1, the eligible employee is entitled to certain severance benefits paid in equal installments over the Severance Period, including: (1) cash compensation consisting of one year’s base salary and a bonus payment generally equal to the annual target bonus for the eligible employee for the year of termination multiplied by such employee’s average payout percentage over the prior three years; (2) the Company’s payment of (a) the employer share of the cost of medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) coverage until the earlier of (i) the first anniversary of such employee’s termination and (ii) the date on which COBRA coverage ends and (b) outplacement services for 12 months following termination; (3) accelerated vesting of outstanding RSUs and stock options scheduled to vest within 12 months following termination; and (4) pro-rated vesting of outstanding PUs based on actual performance using the following schedule and payable at the original vesting date, if earned as calculated at the end of the performance period:
PUs outstanding for less than 12 months—33% vested | |
PUs outstanding between 12 and 24 months—67% vested | |
PUs outstanding 24 months or longer—100% |
GENERAL
It is a condition to receipt of severance benefits under each of (1) the CEO Severance Program No. 2 and (2) the Severance Program No. 1 that the employee receiving severance benefits under such program or agreement execute, deliver and not revoke a separation and release agreement and a confidentiality and non-competition agreement. The receipt of the employer share of the cost of medical and dental coverage under COBRA is conditioned on the employee not being in breach of either of the separation and release agreement or the confidentiality and non-competition agreement.
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BROWN SEPARATION AGREEMENT
On November 22, 2019, the Company and Stuart Brown agreed on the terms of Mr. Brown’s departure and entered into a separation agreement on November 26, 2019 (the “Brown Separation Agreement”), pursuant to which Mr. Brown continued to serve as the Company’s principal financial officer until December 31, 2019 and remained with the Company for transition purposes through February 20, 2020 (the “Termination Date”). The Brown Separation Agreement provided that Mr. Brown, in connection with his departure, was entitled to the following benefits under the Severance Program No.1:
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The above payments were calculated as of the Termination Date and therefore they do not match information provided in the following termination tables which are calculated as of December 31, 2019.EXECUTIVE COMPENSATION
Estimated Benefits UponESTIMATED BENEFITS UPON A Qualifying Termination Under the Applicable Severance ProgramQUALIFYING TERMINATION UNDER THE APPLICABLE SEVERANCE PROGRAM
The table below reflects the amount of compensation that would be paid to each NEO in the event of a qualifying termination under the CEO Severance Program No. 2 (in the case of Mr. Meaney) or the Severance Program No. 1 (in the case of the other NEOs). The amounts shown assume that such termination was effective as of December 31, 2019.2022.
Named Executive Officer | Cash Severance ($) | Continuation of Benefits and Outplacement Services ($) | Acceleration of Unvested Options, RSUs and PUs ($)(1) | Total ($) | ||||||||
William L. Meaney | $ | 4,400,000 | $ | 61,496 | N/A | $ | 4,461,496 | |||||
Stuart Brown(2) | $ | 1,063,480 | $ | 60,394 | $ | 1,937,079 | $ | 3,060,953 | ||||
Ernest Cloutier | $ | 1,036,092 | $ | 68,097 | $ | 1,073,505 | $ | 2,177,694 | ||||
Patrick Keddy(3) | $ | 1,400,984 | $ | 44,021 | $ | 1,408,013 | $ | 2,853,018 | ||||
Fidelma Russo(4) | $ | 985,435 | $ | 63,420 | $ | 1,452,100 | $ | 2,500,955 | ||||
John Tomovcsik | $ | 854,493 | $ | 63,420 | $ | 1,004,521 | $ | 1,922,434 |
NAMED EXECUTIVE OFFICER | CASH SEVERANCE ($) | CONTINUATION OF BENEFITS AND OUTPLACEMENT SERVICES ($) | ACCELERATION OF UNVESTED OPTIONS, RSUS AND PUS ($)(1) | TOTAL ($) | ||||||||
William L. Meaney | $ | 5,400,000 | $ | 75,048 | N/A | $ | 5,475,048 | |||||
Barry Hytinen | $ | 1,852,475 | $ | 63,365 | $ | 6,732,126 | $ | 8,647,966 | ||||
Deirdre Evens | $ | 1,208,650 | $ | 63,365 | $ | 3,258,725 | $ | 4,530,740 | ||||
Greg McIntosh | $ | 1,192,550 | $ | 92,674 | $ | 1,832,248 | $ | 3,117,472 | ||||
John Tomovcsik | $ | 1,262,508 | $ | 57,236 | $ | 3,258,725 | $ | 4,578,469 |
(1) | These amounts are based on a price per share of our Common Stock of |
Estimated Benefits UponESTIMATED BENEFITS UPON A Qualifying Termination Under the Applicable Severance Program in Connection with a Change in ControlQUALIFYING TERMINATION UNDER THE APPLICABLE SEVERANCE PROGRAM IN CONNECTION WITH A CHANGE IN CONTROL
The table below reflects the amount of compensation that would be paid to each NEO in the event of a qualifying termination of employment uponin connection with a qualifying terminationChange in Control under the CEO Severance Program No. 2 (in the case of Mr. Meaney) or the Severance Program No. 1 (in the case of Ms. RussoEvens and Messrs. Brown, Cloutier, KeddyHytinen, McIntosh, and Tomovcsik). The amounts shown assume that such termination was effective as of December 31, 2019.2022.
Named Executive Officer | Cash Severance ($) | Continuation of | Acceleration of Unvested Options, RSUs and PUs ($)(1) | Total ($) | ||||||||
William L. Meaney | $ | 7,150,000 | $ | 72,244 | $ | 16,669,167 | $ | 23,891,411 | ||||
Stuart Brown(2) | $ | 1,063,480 | $ | 60,394 | $ | 3,298,645 | $ | 4,422,519 | ||||
Ernest Cloutier | $ | 1,036,092 | $ | 68,097 | $ | 1,780,813 | $ | 2,885,002 | ||||
Patrick Keddy(3) | $ | 1,400,984 | $ | 44,021 | $ | 2,411,767 | $ | 3,856,772 | ||||
Fidelma Russo(4) | $ | 985,435 | $ | 63,420 | $ | 2,188,941 | $ | 3,237,796 | ||||
John Tomovcsik | $ | 854,493 | $ | 63,420 | $ | 1,670,017 | $ | 2,587,930 |
NAMED EXECUTIVE OFFICER | CASH SEVERANCE ($) | CONTINUATION OF BENEFITS AND OUTPLACEMENT SERVICES ($) | ACCELERATION OF UNVESTED OPTIONS, RSUS AND PUS ($)(1) | TOTAL ($) | ||||||||
William L. Meaney | $ | 8,700,000 | $ | 75,048 | $ | 69,279,457 | $ | 78,054,505 | ||||
Barry Hytinen | $ | 1,852,475 | $ | 63,365 | $ | 9,876,776 | $ | 11,792,616 | ||||
Deirdre Evens | $ | 1,208,650 | $ | 63,365 | $ | 5,420,874 | $ | 6,692,889 | ||||
Greg McIntosh | $ | 1,192,550 | $ | 92,674 | $ | 3,507,825 | $ | 4,793,049 | ||||
John Tomovcsik | $ | 1,262,508 | $ | 57,236 | $ | 5,420,874 | $ | 6,740,618 |
(1) | These amounts are based on a price per share of our Common Stock of |
MEDIAN EMPLOYEE TO CEO PAY RATIO
As required by Item 402(u) of Regulation S-K, we are providing the following information about the ratio of compensation provided to Mr. Meaney, our President and CEO, to the annual total compensation of the Company’s median employee. The Company identified the median employee as of October 1, 2017December 31, 2020 and there have been no material changes in the Company’s employee population or employee compensation arrangements that the Company reasonably believes would result in a significant change to our pay ratio disclosure; therefore, we used the median employee identified as of October 1, 2017December 31, 2020 to complete the 2019 calculation. Project Summit commenced in the fourth quarter of 2019, and the Company did not view the resulting changes to the employee population as material as of December 31, 2019. For2022 calculation for the year ended December 31, 2019:2022:
The median employee’s annual total compensation was | |
▲ | The annual total compensation of our CEO was |
▲ | Based on this information, the ratio of the annual total compensation of our CEO to the median employee is estimated to be |
The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
To identify our median employee, we began by considering each individual employed by us worldwide on the determination date, except that we excluded approximately 1,1991,195 employees located outside the United States as permitted by the de minimis exception within the SEC rules. Based on the de minimis exception, we excluded all individuals located in five (5)six (6) countries, which constituted approximately 4.80%4.98% of the 24,97524,004 total individuals that we employed globally as of October 1, 2017.December 31, 2020. The excluded countries and the number of our employees in each excluded country are as follows as of October 1, 2017: China (166)December 31, 2020: India (1,029), India (910)Ukraine (64), Indonesia (62)(45), Serbia (60)Kazakhstan (31), Belarus (21), and South Korea (1)Armenia (5).
For purposes of identifying the median employee from our employee population (other than those we excluded by reason of the de minimis exception), we considered base salary and base wages, as compiled from our payroll and employment records. We selected base salary and base wages to identify the median employee because these components represent the principal form of compensation delivered to all of our employees other than our CEO and this information is readily available across our workforce. Compensation paid in foreign currencies was converted to U.S. dollars based on the average of each month’s average exchange ratesrate in effect on December 15, 2019.2020.
Using the same approach for the calculation as we have since we began calculating this ratio in 2017, weWe aggregated all of the elements of that employee’s compensation for 20192022 in the same way that we calculate the annual total compensation of our NEOs in the Summary Compensation Table, except that the CEO’s and median employee’s annual total compensation includes company-paidCompany-paid healthcare benefit amounts of $14,049$23,366 and $3,434,$203, respectively. This amount for the CEO is not included in the Summary Compensation Table because the SEC allows companies to exclude items related to Company-paid healthcare benefits, which are available generally to all salaried employees of the Company. To calculate our ratio, we divided the CEO’s annual total compensation by the median employee’s annual total compensation. We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules.
2020 PROXY STATEMENT 69
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EXECUTIVE COMPENSATION
2022 PAY VERSUS PERFORMANCE
2022 PAY VERSUS PERFORMANCE SUMMARY
The following table sets forth information concerning the compensation of our principal executive officer (“PEO”) and our other NEOs (“Non- PEO NEOs”) for each of the fiscal years ended December 31, 2022, 2021 and 2020 and our financial performance for each such fiscal year.
AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs(3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs(4) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | |||||||||||||||||||||||||||||||
YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) | COMPENSATION ACTUALLY PAID TO PEO(2) | TOTAL SHAREHOLDER RETURN | PEER GROUP TOTAL SHAREHOLDER RETURN(5) | NET INCOME (MILLIONS)(6) | REVENUE (MILLIONS)(7) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | |||||||||||||||||||||||||
2022 | $ | 15,102,071 | $ | 14,437,479 | $ | 3,737,416 | $ | 4,268,522 | $ | 189.43 | $ | 99.82 | $ | 562.15 | $ | 5,104 | |||||||||||||||||
2021 | $ | 17,046,118 | $ | 59,232,411 | $ | 3,562,277 | $ | 7,434,654 | $ | 189.58 | $ | 132.23 | $ | 452.73 | $ | 4,492 | |||||||||||||||||
2020 | $ | 12,281,609 | $ | 13,757,847 | $ | 3,744,539 | $ | 3,807,249 | $ | 100.98 | $ | 92.43 | $ | 343.10 | $ | 4,147 |
(1) | The dollar amounts reported in column (b) are the amounts of total compensation reported for our CEO, William L. Meaney, in the Summary Compensation Table for fiscal years ended December 31, 2022, December 31, 2021 and December 31, 2020. Mr. Meaney was the CEO for each of the fiscal years presented. |
(2) | The dollar amounts reported in column (c) represent the amounts of compensation actually paid to our CEO for the applicable fiscal year, as computed in accordance with applicable SEC rules. The dollar amounts reported may not reflect the actual amount of compensation earned by or paid to our CEO during the applicable fiscal year. In accordance with applicable SEC rules, the following adjustments were made to our CEO’s total compensation for each applicable fiscal year to determine the compensation actually paid to our CEO: |
PEO | |||||||||||||||||||||||||||||
YEAR | YEAR END FAIR VALUE OF EQUITY AWARDS | YEAR OVER YEAR CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR | FAIR VALUE AS OF VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED IN THE YEAR | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS | FAIR VALUE AT THE END OF THE PRIOR YEAR OF EQUITY AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE YEAR | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON STOCK OR OPTION AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION | TOTAL EQUITY AWARD ADJUSTMENTS | ||||||||||||||||||||||
2022 | $ | 15,180,077 | $ | (1,385,555 | ) | $ | – | $ | (4,530,733 | ) | $ | – | $ | 1,494,881 | $ | 10,758,670 | |||||||||||||
2021 | $ | 30,532,123 | $ | 22,647,626 | $ | – | $ | 1,052,694 | $ | – | $ | 576,154 | $ | 54,808,598 | |||||||||||||||
2020 | $ | 9,042,239 | $ | 536,799 | $ | – | $ | 355,676 | $ | – | $ | 807,166 | $ | 10,741,881 |
(3) | The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our NEOs as a group (excluding our CEO) for the applicable fiscal years. The names of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: |
NAMED EXECUTIVE OFFICER | 2022 | 2021 | 2020 | |||
Barry Hytinen | Included | Included | Included | |||
Ernest Cloutier | Not Included | Included | Included | |||
Deirdre Evens | Included | Included | Included | |||
Gregory McIntosh | Included | Not Included | Not Included | |||
John Tomovcsik | Included | Included | Included |
(4) | The dollar amounts reported in column (e) represent the average amount of compensation actually paid to our NEOs as a group (excluding our CEO), as computed in accordance with applicable SEC rules. The dollar amounts reported may not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable fiscal year. The names of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are as described in footnote (3) above. In accordance with applicable SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each fiscal year to determine the compensation actually paid, using the same methodology described above in footnote (2) above: |
2022 PROXY STATEMENT | 63 |
EXECUTIVE COMPENSATION
NON-PEO NEOs | |||||||||||||||||||||||||||||
YEAR | YEAR END FAIR VALUE OF EQUITY AWARDS | YEAR OVER YEAR CHANGE IN FAIR VALUE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR | FAIR VALUE AS OF VESTING DATE OF EQUITY AWARDS GRANTED AND VESTED IN THE YEAR | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS | FAIR VALUE AT THE END OF THE PRIOR YEAR OF EQUITY AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE YEAR | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON STOCK OR OPTION AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION | TOTAL EQUITY AWARD ADJUSTMENTS | ||||||||||||||||||||||
(b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||||||
2022 | $ | 2,983,946 | $ | (101,015 | ) | $ | – | $ | (185,430 | ) | $ | – | $ | 159,011 | $ | 2,856,512 | |||||||||||||
2021 | $ | 3,433,602 | $ | 2,317,677 | $ | – | $ | 58,121 | $ | – | $ | 56,530 | $ | 5,865,930 | |||||||||||||||
2020 | $ | 1,860,816 | $ | 52,562 | $ | – | $ | 27,686 | $ | – | $ | 71,132 | $ | 2,012,196 |
(5) | The dollar amounts reported in column (g) represent the weighted peer group cumulative TSR of the MSCI US REIT Index as discussed in the Relative TSR Performance section on page 33. |
(6) | The dollar amounts reported in column (h) represent the amount of net income (in millions) as reported in our audited consolidated financial statements on Form 10-K for the applicable fiscal year. |
(7) | The dollar amounts reported in column (i) represent the amount of revenue (in millions) as reported in our audited consolidated financial statements on Form 10-K for the applicable fiscal year. Revenue is our most important financial performance measure used to link compensation actually paid to our NEOs to company performance. |
FINANCIAL PERFORMANCE MEASURES
As described in greater detail in the section captioned “EXECUTIVE COMPENSATION – Compensation Discussion and Analysis,” our executive compensation program is designed to motivate and reward exceptional performance in a straightforward and effective way, while also recognizing the size, scope, and success of our business. The compensation of our NEOs has three primary components: annual base salary, short-term incentives, and long-term incentives. Our compensation programs are designed to support our long-term strategy, with the majority of our executive team pay being at risk, and in the form of long-term incentives.
Our executive compensation programs reward achievement of enterprise financial goals and strategic objectives that drive long-term stockholder value creation, thereby aligning the interests of our executives with our stockholders. Changes in stockholder value are incorporated in changes in the fair value of our equity awards and reflected in compensation actually paid amounts reported in columns (c) and (e) in the table above.
For the fiscal year ended December 31, 2022, the most important financial performance measures used by Iron Mountain to link executive compensation actually paid to the NEOs to our performance are as follows:
PERFORMANCE MEASURES |
Adjusted EBITDA |
AFFO |
Revenue |
ROIC |
Total Shareholder Return |
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
The following graphs reflect the relationship between the compensation actually paid (“CAP”) to our NEOs for each of the fiscal years ended December 31, 2022, December 31, 2021 and December 31, 2020 and our TSR, net income and revenue for each such fiscal year. In addition, the graph titled “CAP VERSUS TOTAL SHAREHOLDER RETURN (TSR)” compares our TSR, as reflected in column (f) of the pay versus performance table on page 63 to the TSR of the MSCI US REIT Index reflected in column (g) of the pay versus performance table on page 63.
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EXECUTIVE COMPENSATION
CAP VERSUS NET INCOME |
CAP VERSUS REVENUE |
2022 PROXY STATEMENT | 65 |
EXECUTIVE COMPENSATION
ADDITIONAL INFORMATION
Compensation Committee Interlocks and Insider ParticipationCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee was, during 2019,2022, an officer or employee of the Company or was formerly an officer of the Company or had any relationship requiring disclosure by us under Item 404 of Regulation S-K of the Exchange Act. Please refer to “Certain Relationships and Related Party Transactions,” above, for additional information. None of our Executive Officers (as defined below)executive officers served as a member of the compensation committee (or its equivalent) of another entity or as a director of another entity, one of whose executive officers served on our Compensation Committee. None of our Executive Officersexecutive officers served as a member of the compensation committee (or its equivalent) of another entity, one of whose executive officers served as one of our directors.
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AUDIT MATTERSEXECUTIVE COMPENSATION
In accordance with the requirements of Section 14A of the Exchange Act and related rules of the SEC, we are including a separate proposal subject to stockholder vote to recommend, on a non-binding, advisory basis, whether the non-binding, advisory stockholder vote to approve the compensation of our Named Executive Officers (that is, a vote similar to the non-binding, advisory vote in proposal two above) should occur every one, two or three years.
By voting with respect to this proposal, stockholders may indicate whether they would prefer that we conduct future advisory votes on our Named Executive Officer compensation once every one, two or three years. Stockholders also may, if they so wish, abstain from casting a vote on this proposal.
The Board has considered the frequency of the advisory vote on the compensation of our Named Executive Officers that it should recommend. After considering the benefits and consequences of each alternative for the frequency of submitting the advisory vote on the compensation of our Named Executive Officers to stockholders, the Board recommends submitting the advisory vote on the compensation of our Named Executive Officers to our stockholders annually.
We believe an annual advisory vote on the compensation of our Named Executive Officers will allow us to obtain information on stockholders’ views of the compensation of our Named Executive Officers on a more consistent basis compared to longer intervals. In addition, we believe an annual advisory vote on the compensation of our Named Executive Officers will provide our Board with frequent input from stockholders on our compensation programs for our Named Executive Officers. Finally, we believe an annual advisory vote on the compensation of our Named Executive Officers aligns more closely with our objective to engage in regular dialogue with our stockholders on corporate governance matters, including our executive compensation philosophy, policies and programs.
For the above reasons, the Board recommends that you vote to hold a non-binding, advisory vote on the compensation of our Named Executive Officers annually. Your vote, however, is not to approve or disapprove the Board’s recommendation.
When voting on this proposal, you have four choices: you may elect that we hold an advisory vote on the compensation of our Named Executive Officers every year, every two years or every three years, or you may abstain from voting. If you properly complete your proxy and fail to indicate your preference or abstention, your shares will be voted to select every one year as the frequency with which our stockholders will be asked to hold a non-binding, advisory vote on the compensation of our Named Executive Officers.
REQUIRED VOTE The frequency that receives the highest number of votes will be considered the frequency recommended by stockholders to hold a non-binding, advisory vote on the compensation of our Named Executive Officers. The Compensation Committee will consider the outcome of the vote when determining how frequently to hold a vote on the compensation of our Named Executive Officers. However, as an advisory vote, the vote on this proposal three is not binding upon the Company and serves only as a recommendation to the Board, and the Board may decide that it is in the best interests of our stockholders and our company to hold an advisory vote on executive compensation more or less frequently than the alternative approved by our stockholders. |
2022 PROXY STATEMENT | 67 |
AUDIT MATTERS
PROPOSAL 4 | RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||
The Board recommends that you voteFORthe ratification of the appointment of Deloitte & Touche LLP. |
Subject to ratification by the stockholders, the Audit Committee has appointed the firm of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020.2023.
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditors for the purpose of preparing or issuing audit reports or performing other audit reviews or attest services. Our independent auditors report directly to the Audit Committee, and the Audit Committee has executive sessions with the independent auditors at each regularly scheduled Audit Committee meeting.
The Audit Committee evaluates the performance of the Company’s independent auditors each year and determines whether to reengage the current independent auditors or consider other audit firms. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the auditors and the auditors’ technical expertise and knowledge of the Company’s operations and industry. In accordance with the Audit Committee charter, the Audit Committee also evaluates the independence of the independent auditors and discusses with the auditor its independence from the Company and its management. The Audit Committee also oversees compliance with the mandated five-year rotation of the independent auditors’ lead engagement partner and reviews and evaluates the lead audit partner, and the chair of the Audit Committee is directly involved in the selection of any new lead engagement partner.
Based on this evaluation, the Audit Committee has appointed Deloitte & Touche LLP to serve as independent registered auditors for the year ending December 31, 2020.2023. Deloitte & Touche LLP has served as the Company’s independent auditors since 2003 and is considered by management and the Audit Committee to be well qualified. Further, the Audit Committee and the Board believe that the continued retention of Deloitte & Touche LLP to serve as the independent registered public accounting firm is in the best interests of the Company and its stockholders.
The Audit Committee has determined to submit its appointment of the independent auditors to the Company’s stockholders for ratification. This vote will ratify prior action by the Audit Committee and will not be binding upon the Audit Committee. However, the Audit Committee may reconsider its prior appointment of the independent auditors or consider the results of this vote when it determines to appoint the Company’s independent auditors in the future.
The Audit Committee oversees and is ultimately responsible for the outcome of audit fee negotiations associated with the Company’s retention of its independent auditors. The fees we paid to Deloitte & Touche LLP in 20192022 are shown in the table appearing on page 7269 of this Proxy Statement.
Representatives of Deloitte & Touche LLP are expected to be present at the virtual Annual Meeting. They will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.
If the stockholders do not ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, the appointment of accountants will be reconsidered by the Audit Committee.
2020 PROXY STATEMENT 71
REQUIRED VOTE The affirmative vote of holders of a majority of the votes properly cast at the Annual Meeting is required to ratify the selection of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the current fiscal year. For purposes of determining the number of votes cast, only those cast “For” or “Against” are included. |
68 |
Required VoteAUDIT MATTERS
The affirmative vote of holders of a majority of the votes properly cast at the Annual Meeting is required to ratify the selection of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the current fiscal year. For purposes of determining the number of votes cast, only those cast “For” or “Against” are included.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Company has submitted the appointment of the Company’s independent registered public accounting firm to a stockholder vote, as set forth in Proposal 34 of this Proxy Statement.
The Audit Committee has established policies and procedures that are intended to control the services provided by our independent registered public accounting firm and to monitor its continuing independence. Under these policies, no audit or non-audit services may be undertaken by our independent registered public accounting firm unless the engagement is specifically pre-approved by the Audit Committee. The Audit Committee may delegate to one or more members the authority to grant the pre-approvals required by its policies and procedures. The decisions of any member to whom authority is delegated to pre-approve an activity under this paragraph must be presented to the full Audit Committee at each of its scheduled meetings.
The fees for services provided by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte”) to us for the fiscal years ended December 31, 20182021 and December 31, 20192022 were as follows:
FY 2018 | FY 2019 | |||
Audit Fees(1) | $6,297,000 | $ | $5,530,000 | |
Audit-Related Fees(2) | 354,000 | 0 | ||
Tax Fees(3) | 1,488,000 | 1,291,000 | ||
Deloitte & Touche LLP Total Fees | $ | $8,139,000 | $ | $6,821,000 |
FY 2021 | FY 2022 | |||||||
Audit Fees(1) | $ | 5,386,000 | $ | 5,477,000 | ||||
Tax Fees(2) | 1,233,000 | 1,540,000 | ||||||
All Other Fees(3) | 362,000 | – | ||||||
Deloitte & Touche LLP Total Fees | $ | 6,981,000 | $ | 7,017,000 |
(1) | Audit Fees consist of fees billed for professional services rendered by the independent registered public accounting firm for the audit of the Company’s annual consolidated financial statements, audit of the internal controls over financial reporting, and reviews of the condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q. Audit Fees also consist of services that are normally provided by the independent registered public accounting firm in connection with statutory audits and regulatory filings, review of documents filed with the SEC, and providing consents in connection with SEC filings and comfort letters in connection with offerings of registered and unregistered securities. |
(2) | |
Tax Fees include tax compliance work, consulting and other tax planning matters. | |
(3) | All Other Fees consist of fees for permissible advisory services performed by Deloitte that do not meet the above category descriptions. |
The Audit Committee will not approve engagements of our independent registered public accounting firm to perform non-audit services for us if doing so will cause our independent registered public accounting firm to cease to be independent within the meaning of applicable SEC or NYSE rules. In other circumstances, the Audit Committee considers, among other things, whether our independent registered public accounting firm is able to provide the required services in a more or less effective and efficient manner than other available service providers.
The total fees billed to us from Deloitte for services in 20182021 and 20192022 are set forth above. All the services provided by Deloitte described above were pre-approved by our Audit Committee. The Audit Committee approved the engagement of Deloitte to provide non-audit services because they determined that Deloitte’s providing these services would not compromise its independence and that its familiarity with our record keeping and accounting systems would permit it to provide these services with equal or higher quality, quicker and at a lower cost than we could obtain these services from other providers.
2022 PROXY STATEMENT | 69 |
AUDIT COMMITTEE REPORT
Management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The Company’s independent registered public accounting firm is responsible for auditing those financial statements. The Audit Committee’s responsibility is to monitor and review these processes.
The Audit Committee has reviewed and discussed with the independent registered public accounting firm and management the plan and results of the auditing engagement and the audited financial statements for the year ended December 31, 2019.2022. The Audit Committee has reviewed with management the scope and nature of the Company’s internal controls and has discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, Communications With Audit Committees. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with the independent registered public accounting firm its independence from the Company and its management. The Audit Committee considered whether the provision of non-audit services by the independent registered public accounting firm is compatible with maintaining the independent registered public accounting firm’s independence and concluded that it was acceptable at this time.
The Audit Committee has reported to the Board its activities, conclusions and recommendations. Specifically, in reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019,2022, as filed with the SEC on February 13, 2020.23, 2023. The Audit Committee has approved the reappointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.2023.
AUDIT COMMITTEE
Walter C. Rakowich,Chair
Jennifer AllertonTed R. Antenucci
Clarke H. Bailey
Kent P. Dauten
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INFORMATION ABOUT STOCK OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company with respect to beneficial ownership of Common Stock by: (1) each director and nominee for director; (2) the NEOs; (3) all directors and Executive Officers of the Company as a group; and (4) each stockholder known by us to be the beneficial owner of more than 5% of the Common Stock. Such information is presented as of March 1, 2020,2023, except as otherwise noted.
Amount of Beneficial Ownership(1) | ||||||
Name and Addresses(2) | Shares | Vested Options | Percent Owned | |||
Directors: | ||||||
Jennifer Allerton | 13,584 | — | * | |||
Ted R. Antenucci(3) | 9,786 | — | * | |||
Pamela M. Arway | 25,282 | — | * | |||
Clarke H. Bailey(4) | 151,594 | — | * | |||
Kent P. Dauten | 2,009,473 | — | * | |||
Paul F. Deninger | 66,161 | — | * | |||
Monte Ford | 8,000 | — | * | |||
Per-Kristian Halvorsen(5) | 23,671 | — | * | |||
Robin L. Matlock(6) | 4,666 | — | ||||
William L. Meaney | 188,293 | 2,266,656 | * | |||
Wendy J. Murdock | 20,700 | — | * | |||
Walter C. Rakowich | 23,360 | — | * | |||
Doyle R. Simons(7) | — | — | ||||
Alfred J. Verrecchia(8) | 16,643 | 18,290 | * | |||
Named Executive Officers: | ||||||
Stuart Brown | 42,715 | 123,826 | * | |||
Ernest W. Cloutier | 76,121 | 92,439 | * | |||
Patrick J. Keddy | 24,114 | 148,491 | * | |||
Fidelma Russo(9) | 32,046 | 68,106 | * | |||
John Tomovcsik | 74,534 | 134,094 | * | |||
All directors and Executive Officers as a group(10) | 2,899,584 | 3,119,736 | 2.1% | |||
Five Percent Stockholders: | ||||||
The Vanguard Group(11) | 47,595,566 | — | 16.6% | |||
Capital World Investors(12) | 28,997,693 | — | 10.0% | |||
Blackrock Inc.(13) | 21,319,069 | — | 7.4% |
AMOUNT OF BENEFICIAL OWNERSHIP(1) | ||||||||
NAME AND ADDRESSES(2) | SHARES | VESTED OPTIONS | PERCENT OWNED | |||||
DIRECTORS: | ||||||||
Jennifer Allerton | 15,716 | – | * | |||||
Pamela M. Arway | 32,515 | – | * | |||||
Clarke H. Bailey(3) | 176,412 | – | * | |||||
Kent P. Dauten | 1,500,000 | – | * | |||||
Monte Ford | 22,244 | – | * | |||||
Robin L. Matlock(4) | 18,910 | – | * | |||||
William L. Meaney(5) | 316,869 | 3,441,914 | 1.3 | % | ||||
Wendy J. Murdock | 34,944 | – | * | |||||
Walter C. Rakowich | 31,907 | – | * | |||||
Doyle R. Simons(6) | – | – | * | |||||
Alfred J. Verrecchia(7) | 16,643 | – | * | |||||
NAMED EXECUTIVE OFFICERS: | ||||||||
Barry Hytinen | 98,697 | – | * | |||||
Deirdre Evens | 88,906 | 65,214 | * | |||||
Greg McIntosh | 14,921 | 34,957 | * | |||||
John Tomovcsik | 82,907 | 36,824 | * | |||||
All directors and Executive Officers as a group(8) | 2,580,945 | 3,783,012 | 2.2 | % | ||||
FIVE PERCENT STOCKHOLDERS: | ||||||||
The Vanguard Group(9) | 46,217,952 | – | 16.31 | % | ||||
Capital World Investors(10) | 25,488,174 | – | 8.8 | % | ||||
Blackrock Inc.(11) | 22,618,177 | – | 7.8 | % |
* | Less than 1% |
(1) | Except as otherwise indicated, the persons named in the table above have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. |
(2) | Unless specified otherwise, the address of each of our directors, nominees for director and NEOs is c/o Iron Mountain Incorporated, One Federal Street, Boston, Massachusetts 02110. |
Includes 12,409 shares of Common Stock held by the Clarke H. Bailey GST Trust for the benefit of Trent S. Bailey and 12,409 shares of Common Stock held by the Clarke H. Bailey GST Trust for the benefit of Turner H. Bailey. Does not include the | |
Does not include the | |
2022 PROXY STATEMENT | 71 |
INFORMATION ABOUT STOCK OWNERSHIP
Includes 2,115 RSUs that will vest within 60 days of March 1, 2023 and 17,192 PUs that will vest within 60 days of March 1, 2023. Each RSU and each PU represent a contingent right to receive one share of Common Stock. | |
(6) | Does not include the |
Does not include the | |
Includes | |
2023. Includes | |
This information is as of December 31, | |
This information is as of December 31, | |
This information is as of December 31, |
72 |
INFORMATION ABOUT STOCK OWNERSHIP
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires that the Company’s executive officers, other Section 16 reporting officers, directors and persons who own more than 10% of a registered class of the Company’s equity securities file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. Such executive officers, other Section 16 reporting officers, directors and 10% stockholders are also required by SEC rules to furnish to the Company copies of all Section 16(a) reports that they file. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that they were not required to file a Form 5, the Company believes that, during the fiscal year ended December 31, 2019,2022, the Company’s executive officers, other Section 16 reporting officers, directors and 10% stockholders complied with all Section 16(a) filing requirements applicable to such persons except that a(a) one late reportForm 4 was filed on April 22, 2019 relating to an exercisebehalf of each of Messrs. Clarke H. Bailey, Doyle R. Simons, Alfred J. Verrecchia and sale of stock options by Edward Bicks, senior vice president, strategy of the Company; aMs. Robin L. Matlock in January 2022, (b) one late reportForm 4 was filed on behalf of each of Messrs. Clarke H. Bailey, Doyle R. Simons, Alfred J. Verrecchia and Ms. Robin L. Matlock in April 22, 2019 relating to an exercise2022 and sale of stock options by Ernest Cloutier, executive vice president and general manager, global records & information management of the Company and a(c) one late reportForm 4 was filed on April 23, 2019 relating to a salebehalf of shares by Theodore MacLean, executive vice president, adjacent businesseseach of the Company.Jennifer Allerton, Pamela M. Arway, Clarke H. Bailey, Kent P. Dauten, Monte Ford, Robin L. Matlock, Wendy J. Murdock, Walter C. Rakowich, Doyle R. Simons and Alfred J. Verrecchia in May 2022.
EQUITY COMPENSATION PLAN INFORMATION
The following provides certain equity compensation plan information with respect to all of our equity compensation plans in effect as of December 31, 2019:2022:
Plan Category | Number of securities to be issued upon exercise or settlement of outstanding options, warrants and rights | Weighted average exercise or settlement price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) | |||||||
Equity compensation plans approved by | ||||||||||
security holders | 6,838,213 | (1) | $ | 35.58 | (2) | 4,471,207 | (3) | |||
Equity compensation plans not approved by | ||||||||||
security holders | 0 | 0 | 0 | |||||||
Total | 6,838,213 | $ | 35.58 | 4,471,207 |
PLAN CATEGORY | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OR SETTLEMENT OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS | WEIGHTED AVERAGE EXERCISE OR SETTLEMENT PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN FIRST COLUMN) | ||||||||
Equity compensation plans approved by security holders | 5,878,057 | (1) | $ | 38.86 | (2) | 8,973,022 | (3) | ||||
Equity compensation plans not approved by security holders | 0 | 0 | 0 | ||||||||
TOTAL | 5,878,057 | $ | 38.86 | 8,973,022 |
(1) | Includes: (i) |
(2) | Weighted average exercise price is calculated inclusive of stock options, RSUs and PUs. For RSUs and PUs, the weighted average exercise price is calculated as the weighted average grant date fair value. If calculated solely for stock options that have an exercise price, the weighted average exercise price of outstanding options at December 31, |
(3) | Includes the 2014 Plan and the 2013 ESPP. |
2022 PROXY STATEMENT | 73 |
OTHER MATTERS BROUGHT BEFORE THE MEETING
The Board is not aware of any other matters that may come before the Annual Meeting. However, if any other matters are properly presented to the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote, or otherwise act, in accordance with their best judgment on such matters.
The Company will furnish without charge to any stockholder, upon written or oral request, a copy of the Company’s Annual Report on Form 10-K, including the financial statements and other documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. Requests for such documents should be addressed to Corporate Secretary, Iron Mountain Incorporated, One Federal Street, Boston, Massachusetts 02110, telephone number (617) 535-4766.
74 |
IRON MOUNTAIN EXECUTIVE OFFICERS
The Board annually elects the officers of the Company. Each officer serves at the discretion of the Board. There are no family relationships between or among any of the Company’s officers or directors.
The following are our executive officers who are not director nominees (“Executive Officers”), their ages, their positions and offices held with the Company and certain biographical information, all as of April 1, 2020.March 30, 2023.
Mr. | ||||
Barry Hytinen | Mr. Hytinen was appointed executive vice president and chief financial officer in January 2020. Prior to this role, Mr. Hytinen served as executive vice president and chief financial officer of Hanesbrands Inc., a | |||
Mark Kidd | Mr. Kidd was appointed executive vice president and general manager, data centers, in February |
Deborah Marson | Ms. Marson was appointed executive vice president, general counsel and secretary | |||
John Tomovcsik | Mr. Tomovcsik was appointed executive vice president and chief operating officer |
2022 PROXY STATEMENT |
Iron Mountain is furnishing this Proxy Statement in connection with the solicitation of proxies by the Board for use at the Annual Meeting or at any adjournment or postponement thereof. All stockholders of record on the Record Date are invited to attend the virtual Annual Meeting. The Company’s Annual Report to Stockholders for the year ended December 31, 20192022 and the Notice of Internet Availability are first being mailed to the Company’s stockholders on or about April 3, 2020.March 30, 2023.
The Company will bear all costs of solicitation of proxies. Brokers, banks, custodians and other fiduciaries will be requested to forward proxy solicitation materials to the beneficial owners of shares held of record by such persons, and the Company will reimburse brokers, banks, custodians and other fiduciaries for their reasonable out-of-pocket expenses incurred in connection with the distribution of such proxy solicitation materials. Solicitation of proxies by mail may be supplemented by telephone, telecopier or personal solicitation by directors, officers or other regular employees of the Company (who will not receive any additional compensation for any solicitation of proxies).
The Board unanimously recommends that you vote:
FOR | the election of each of the Board’s nominees for director listed in this Proxy Statement; | |||
FOR | the approval of a non-binding, advisory resolution approving the compensation of the Named Executive Officers as described in this Proxy Statement; | |||
FOR | the approval of a non-binding, advisory vote of future advisory votes of stockholders on the compensation of the Named Executive Officers to occur every year; and | |||
FOR | the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, |
Iron Mountain’s Common Stock is the only class of voting securities outstanding and entitled to vote at the Annual Meeting. As of 5:00 p.m. Eastern Time on the Record Date, 287,869,291291,574,153 shares of Common Stock (the “Shares”), were outstanding and entitled to vote. Each Share is entitled to one vote on each matter.
Your vote is very important no matter how many Shares you own. Whether or not you plan to attend the virtual Annual Meeting live via the Internet at https://www.virtualshareholdermeeting.com/IRM2020,IRM2023, we urge you to vote your Shares today.
Stockholders may vote their Shares by completing and returning a proxy card. Stockholders who wish to receive a paper copy of the proxy card to complete and mail to the Company in time for the Annual Meeting may request one at any time on or before April 29, 2020;25, 2023; completed proxy cards must be received by the Company on or before May 12, 2020.8, 2023.
Stockholders may vote their Shares before 11:59 p.m. Eastern Time on May 12, 20208, 2023 over the internet or by telephone in the manner provided on the website listed in the Notice of Internet Availability (the “Website”).
Stockholders may vote their Shares and submit questions while connected to the Annual Meeting on the Internet. Each stockholder desiring to do so will need the 16-digit control number included on the Notice of Internet Availability mailed to such stockholder. Please be aware that any stockholder attending the virtual Annual Meeting must bear any costs associated with such stockholder’s Internet access, such as usage charges from Internet access providers and telephone companies.
76 |
IF YOU ARE A REGISTERED HOLDER OF COMMON STOCK
If you are a registered holder of Common Stock, you may vote your Shares either by voting by proxy in advance of the Annual Meeting or by voting at the virtual Annual Meeting while connected to the virtual Annual Meeting on the Internet. By submitting a proxy (on a proxy card or in the manner provided on the Website), you are legally authorizing another person to vote your Shares on your behalf. If you submit your executed proxy card or submit a proxy in the manner provided on the Website, unless you direct otherwise, your Shares will be voted in accordance with the Board’s recommendations set forth in this Proxy Statement, and if any other matters are brought before the Annual Meeting (other than the proposals contained in this Proxy Statement), then the individuals listed on the proxy will have the authority to vote your Shares on those other matters in accordance with their discretion and judgment.
In case a quorum is not present at the Annual Meeting, the holders of a majority of the voting power of the Shares present at the Annual Meeting or represented by proxy may adjourn the Annual Meeting (without notice other than announcement of adjournment at the Annual Meeting) to another time or to another time and place.
Whether or not you plan to attend the virtual Annual Meeting, we urge you to promptly vote over the internet or by telephone in the manner provided on the Website or by completing and returning a proxy card. If you later decide to vote while connected to the Annual Meeting on the Internet, the vote you cast at the virtual Annual Meeting will automatically revoke any previously submitted proxy.
IF YOU HOLD YOUR SHARES OF COMMON STOCK “IN STREET NAME”
If your Shares are held in the name of a brokerage firm, bank, nominee or other institution (referred to as “in street name”), you will receive instructions from the holder of record (the “Street Name Holder”), that you must follow in order for you to specify how your Shares will be voted. If you do not specify how you would like your Shares to be voted, your Shares held in street name may still be voted in the event that your Street Name Holder has the authority to vote Shares on certain routine, uncontested proposals for which you do not provide voting instructions. The election of directors and the advisory vote on executive compensation are not routine matters for purposes of broker voting. The ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 20202023 is a routine matter.
IMPORTANT: If your Shares are held in the name of a brokerage firm, bank, nominee or other institution, you should provide instructions to your broker, bank, nominee or other institution on how to vote your Shares. Please contact the person responsible for your account and give instructions for a proxy to be completed for your Shares.
The presence at the Annual Meeting, via the Internet or by proxy, of stockholders entitled to cast at least a majority of the votes that all stockholders are entitled to cast at the Annual Meeting will constitute a quorum. Shares represented by valid proxies, regardless of whether the proxy is noted as casting a vote or abstaining, and broker non-votes will be treated as present at the Annual Meeting for purposes of determining a quorum. Shares voted by a broker on any item other than a procedural motion will be considered present for purposes of determining a quorum, even if such Shares are not voted on every item.
2022 PROXY STATEMENT |
VOTES REQUIRED
As more fully described in this Proxy Statement:
Election of each nominee for director requires a majority of the votes cast on his or her nomination; | |
▲ | Approval of a non-binding, advisory resolution approving the compensation of the Named Executive Officers, as described in this Proxy Statement, requires the affirmative vote of a majority of the votes cast on the proposal; |
▲ | The frequency that receives the highest number of votes will be considered the frequency recommended by the stockholders to hold a non-binding, advisory vote on the compensation of our Named Executive Officers; and |
▲ | Approval of the proposal to ratify the appointment of the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the votes cast on the proposal. |
ABSTENTIONS AND BROKER NON-VOTES
A “broker non-vote” occurs on a proposal when a broker identified as the record holder of Shares is not permitted by the rules of the NYSE to vote on that proposal without instruction from the beneficial owner of the Shares and no instruction has been received with respect to that proposal. Under the NYSE rules, brokers may vote on routine matters even without instructions from the Street Name Holder. The election of directors and the advisory vote on executive compensation are not routine matters for purposes of broker voting; therefore, if you do not instruct your broker how to vote with respect to these proposals, your broker may not vote with respect to these proposals and your Shares will be counted as “broker non-votes.” The ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 20202023 is a routine matter; therefore, there will be no broker non-votes in connection with that matter.
A properly completed proxy, if received in time for voting and not revoked, will be voted at the Annual Meeting in accordance with the instructions contained therein. Unless otherwise directed, the Shares represented by the proxy card will be voted:
FOR | the election of each of the Board’s nominees for director listed in this Proxy Statement; | |||
FOR | the approval of a non-binding, advisory resolution approving the compensation of our Named Executive Officers as described in this Proxy Statement; | |||
FOR | the approval of a non-binding, advisory vote of future advisory votes of stockholders on the compensation of the Named Executive Officers to occur every year; and | |||
FOR | the ratification of the appointment by |
Abstentions and broker non-votes will not be counted as votes cast and, therefore, will not affect the outcome of the proposals that are being submitted to the Company’s stockholders at the Annual Meeting.
Although the advisory vote on the proposed resolution to approve the compensation of our Named Executive Officers is non-binding, the Compensation Committee of the Board will consider the outcome of such vote when making future compensation decisions for any executive required to be listed in the summary compensation table included in our Proxy Statement.
ATTENDANCE AT THE ANNUAL MEETING
Attendance at the Annual Meeting or any adjournment or postponement thereof will be limited to stockholders of record of the Company as of 5:00 p.m. Eastern Time on the Record Date and guests of the Company. If you are a stockholder of record of the Company as of 5:00 p.m. Eastern Time on the Record Date, you may attend the Annual Meeting via the Internet and vote during the Annual Meeting. Please have your Notice of Internet Availability in hand when you access the website and then follow the instructions.
If you hold your Shares in street name, you have the right to direct your broker or other agent on how to vote your Shares in your account. You are also invited to attend the Annual Meeting via the Internet. However, because you are not the stockholder of record, you may not vote your Shares at the Annual Meeting unless you request and obtain a valid proxy card from your broker or other agent. Please follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy card.
78 |
REVOCABILITY OF PROXIES
Any stockholder may revoke a submitted proxy by submitting a subsequent proxy (i) on a proxy card to be received by the Company on or before May 12, 20208, 2023 or (ii) in accordance with the instructions provided on the Website on or before 11:59 p.m. Eastern Time on May 12, 2020.8, 2023. Also, any stockholder may revoke a submitted proxy by attending the virtual Annual Meeting via the Internet and voting during the Annual Meeting.
Please note, however, that only your last dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting, as described in this Proxy Statement.
If your Shares are held in the name of a brokerage firm, bank, nominee or other institution, and you have instructed your brokerage firm, bank, nominee or other institution to vote your Shares, you must follow the instructions received from your brokerage firm, bank, nominee or other institution to change your voting instruction. Please contact your custodian for detailed instructions on how to revoke your voting instruction and the applicable deadlines.
INFORMATION REGARDING THE COMPANY
Our principal executive offices are located at One Federal Street, Boston, Massachusetts 02110.85 New Hampshire Avenue, Suite 150, Portsmouth, New Hampshire 03801.
The Company’s website address, www.ironmountain.com, is included several times in this Proxy Statement as a textual reference only, and the information in the Company’s website is not incorporated by reference into this Proxy Statement.
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
In accordance with rules and regulations of the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, the Company may furnish proxy materials via the Internet. Accordingly, all of the Company’s stockholders will receive a Notice of Internet Availability, which will be mailed on or about April 3, 2020.March 30, 2023.
On the date of mailing the Notice of Internet Availability, stockholders will be able to access all of the proxy materials at https://materials.proxyvote.com/46284v. If you receive a Notice of Internet Availability and would like to receive printed copies of the proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability. The proxy materials will be available free of charge, and the Notice of Internet Availability will provide instructions as to how stockholders may access and review all of the important information contained in the proxy materials (including the Company’s Annual Report to Stockholders) over the internet or through other methods specified on the Website and instructions as to how they may request a paper or email copy of the proxy card. The Website contains internet and telephone voting instructions for stockholders as to how they may request a paper or email copy of the proxy card.
By Order of the Board of Directors
Deborah Marson |
2022 PROXY STATEMENT |
IRON MOUNTAIN INCORPORATED
INVESTOR RELATIONSONE FEDERAL STREETBOSTON, MA 02110
85 NEW HAMPSHIRE AVE, SUITE 150
PORTSMOUTH, NH 03801
SCAN TO VIEW MATERIALS & VOTE
|
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 8, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/IRM2023
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 8, 2023. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||||
V09058-P83659 | KEEP THIS PORTION FOR YOUR RECORDS | |||
DETACH AND RETURN THIS PORTION ONLY | ||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | ||||
IRON MOUNTAIN INCORPORATED
The Board of Directors recommends you vote FOR the following: |
1. | For the election of | ||||||||
Nominees: | For | Against | Abstain | ||||||
1a. | Jennifer Allerton | ☐ | ☐ | ☐ | |||||
1b. | Pamela M. Arway | ☐ | ☐ | ☐ | |||||
1c. | Clarke H. Bailey | ☐ | ☐ | ☐ | |||||
1d. | Kent P. Dauten | ☐ | ☐ | ☐ | |||||
1e. | Monte Ford | ☐ | ☐ | ☐ | |||||
1f. | Robin L. Matlock | ☐ | ☐ | ☐ | |||||
1g. | William L. Meaney | ☐ | ☐ | ☐ | |||||
1h. | Wendy J. Murdock | ☐ | ☐ | ☐ | |||||
1i. | Walter C. Rakowich | ☐ | ☐ | ☐ | |||||
1j. | Doyle R. Simons | ☐ | ☐ | ☐ | |||||
The Board of Directors recommends you vote FOR proposals 2 and 4 and vote 1 YEAR on proposal 3. | For | Against | Abstain | |||||||||
2. | The approval of a non-binding, advisory resolution approving the compensation of our named executive officers as described in the Iron Mountain Incorporated Proxy Statement. | ☐ | ☐ | ☐ | ||||||||
1 Year | 3 Years | Abstain | ||||||||||
3. | The approval on a non-binding, advisory basis of the frequency (every one, two or three years) of future non-binding, advisory votes of stockholders on the compensation of our named executive officers. | ☐ | ☐ | ☐ | ☐ | |||||||
For | Against | Abstain | ||||||||||
4. | The ratification of the selection by the Audit Committee of Deloitte & Touche LLP as Iron Mountain | ☐ | ☐ | ☐ | ||||||||
NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders or any postponement or adjournment thereof. | ||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | |||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX] | Date |
Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
www.proxyvote.com
IRON MOUNTAIN INCORPORATED
Annual Meeting of Stockholders
May 13, 2020, 9:9, 2023 12:00 A.M.
P.M.
This proxy is solicited on behalf ofby the Board of Directors
The undersigned hereby appoints William L. Meaney and Deborah Marson, and each of them, as proxies of the undersigned, each with the power to appoint his/her substitute, and hereby authorizes both of them, or either one if only one be present, to represent and vote, as designated on the reverse hereof, all of the shares of Common Stock, $0.01 par value per share, of IRON MOUNTAIN INCORPORATED held of record by the undersigned or with respect to which the undersigned is entitled to vote or act at the Annual Meeting of Stockholders to be held on May 13, 20209, 2023 at 9:12:00 A.M.P.M., Eastern Time, virtually atwww.virtualshareholdermeeting.com/IRM2020IRM2023 and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors'Directors’ recommendations. Additionally, the votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other business as may properly come before the Annual Meeting.
Continued and to be signed on reverse side