DEF 14A of Iron Mountain Inc, Apr 18, 2025

DEF 14A of Iron Mountain Inc

Filed Apr 18, 2025 · FY20240001020569-25-000094

Open on EDGAR

  1. Iron Mountain Incorporated

    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 Company’s TSR performance over the five-year period ended December 31, 2024 was at the 100th percentile among the companies in our compensation peer group(1), while the total realizable pay for our CEO over this same period was at the 100th percentile among these companies. This, along with the Company’s stronger relative TSR (“rTSR”) performance as compared to the MSCI US REIT Index, further demonstrates pay for performance alignment. (1) Excluding Stericycle, which was acquired by Waste Management in November 2024.

  2. Iron Mountain Incorporated

    | ▶CEO | | | | CEO: William Meaney (Age 64; CEO 2013-present) PERCENTAGE 2024 CEO INCENTIVE COMPENSATION AT RISK: 92% 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, Relative TSR STOCK OWNERSHIP GUIDELINES: Yes ANTI-HEDGING/ANTI-PLEDGING POLICY: Yes |

  3. Iron Mountain Incorporated

    | NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS | 2 | | PROXY SUMMARY | 3 | | CORPORATE GOVERNANCE MATTERS | 9 | | PROPOSAL 1: ELECTION OF DIRECTORS | 9 | | Our Director Nominees | 10 | | Skills and Experience of Director Nominees | 16 | | Selection of Director Nominees | 16 | | Board and Committee Evaluations | 17 | | Board Structure | 17 | | Board Committees | 18 | | The Board’s Role, Responsibilities and Policies | 23 | | Director Compensation | 27 | | Other Corporate Governance Matters | 28 | | STOCK AND CASH INCENTIVE PLAN | 30 | | PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE IRON MOUNTAIN INCORPORATED 2014 STOCK AND CASH INCENTIVE PLAN | 30 | | EXECUTIVE COMPENSATION | 36 | | PROPOSAL 3: APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 36 | | Compensation Discussion and Analysis | 37 | | Executive Summary | 37 | | 2024 Total Direct Compensation Components | 41 | | 2022 Performance Unit Results | 51 | | Tax Considerations | 55 | | Changes to 2025 Compensation Program | 55 | | Compensation Committee Report on Compensation Discussion and Analysis | 56 | | Compensation Tables | 57 | | Summary Compensation Table | 57 | | Grants of Plan-Based Awards For 2024 | 59 | | Outstanding Equity Awards at Fiscal Year End for 2024 | 60 | | Option Exercises and Stock Vested at Fiscal Year End for 2024 | 61 | | Non-Qualified Deferred Compensation for 2024 | 61 | | Employment Agreements | 61 | | Termination and Change in Control Arrangements | 62 | | Estimated Benefits and Payments Upon Termination | 64 | | Estimated Benefits Upon A Qualifying Termination Under the Applicable Severance Program in Connection with a Change in Control | 64 | | Median Employee to CEO Pay Ratio | 65 |

  4. Iron Mountain Incorporated

    | 2024 Pay Versus Performance | 66 | | Additional Information | 69 | | Compensation Committee Interlocks and Insider Participation | 69 | | AUDIT MATTERS | 70 | | PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 70 | | Independent Registered Public Accounting Firm | 71 | | Audit Committee Report | 72 | | INFORMATION ABOUT STOCK OWNERSHIP | 73 | | Security Ownership of Certain Beneficial Owners | 73 | | Security Ownership of Management | 74 | | Delinquent Section 16(a) Reports | 74 | | Equity Compensation Plan Information | 75 | | OTHER MATTERS | 76 | | Stockholder Proposals | 76 | | Nominations of Individuals for Election as Directors Using Proxy Access | 76 | | Stockholder Solicitation of Proxies in Support of Director Nominees Other Than Company Nominees | 76 | | Other Matters Brought Before the Meeting | 76 | | Additional Documentation | 76 | | IRON MOUNTAIN EXECUTIVE OFFICERS | 77 | | ADDITIONAL INFORMATION | 78 | | Stockholders Entitled to Vote | 78 | | How to Vote | 78 | | If You Are a Registered Holder of Common Stock | 78 | | If You Hold Your Shares of Common Stock “In Street Name” | 79 | | Quorum | 79 | | Votes Required | 79 | | Abstentions and Broker Non-Votes | 79 | | Attendance at the Annual Meeting | 80 | | Revocability of Proxies | 80 | | Information Regarding the Company | 80 | | Notice Regarding the Availability of Proxy Materials | 81 | | ANNEX A: FOURTH AMENDMENT TO THE IRON MOUNTAIN INCORPORATED 2014 STOCK AND CASH INCENTIVE PLAN | 82 |

  5. REASONS FOR NOMINATION

    | COMPENSATION COMMITTEE | | | 5 Meetings in 2024 | | CHAIR Matlock | MEMBERS Arway Ford Simons | Each member of the Compensation Committee qualifies as independent under the applicable NYSE listing standards, SEC rules and the Board’s independent assessment. | | | | | | | | ▲ROLES AND RESPONSIBILITIES | | | | | The Compensation Committee: | | | | | 1.reviews, approves and recommends to the independent members of the Board the annual compensation, including base salary, equity-based incentives and the payment of short-term incentive compensation, for the CEO; 2.approves all long-term equity incentives to our employees, including the executive officers, under the 2014 Stock and Cash Incentive Plan, as amended (the “2014 Plan”); 3.reviews and approves the annual compensation, including base salary, equity-based incentives and the payment of short-term incentive compensation, for the Company’s executive officers (as defined in Section 16 of the Securities Exchange Act of 1934), based on recommendations from the CEO and reports to the Board on such decisions, while annually reviewing the Company’s diversity, equity and inclusion (“DEI”) practices; 4.periodically reviews the Company’s strategies and programs related to human capital management (“HCM”), and assists the Board with its oversight with respect to the Company’s diversity and inclusion (“D&I”) practices, including public reporting with respect to D&I; 5.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; 6.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; 7.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; 8.reviews and discusses at least on an annual basis the risks arising from the Company’s compensation policies for its employees; 9.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; 10.annually reviews executive talent in coordination with the Board’s review; 11.furnishes periodic reports to the Board concerning the Compensation Committee’s work; and 12.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. | | | |

  6. REASONS FOR NOMINATION

    CERTAIN 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 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. 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. During the year ended December 31, 2024, there were no new transactions with related persons that required the review of our Audit Committee. THE COMPANY’S POLICY AND BOARD OVERSIGHT OF POLITICAL EXPENDITURES Our Global Political Contribution Policy, adopted by our Nominating and Governance Committee, 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 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 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 55 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 six times the director’s annual cash retainer earned for serving on the Board. As of April 18, 2025, 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.

  7. REASONS FOR NOMINATION

    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, our Independent Chair of the Board receives a retainer of $160,000. Non-employee directors received annual grants of RSUs for the number of whole shares of our Common Stock equal to $190,000 divided by the Fair Market Value (as defined in the 2014 Plan) on May 30, 2024, the date of our 2024 Annual Meeting of Stockholders. Non-employee directors who joined the Board after the 2024 Annual Meeting of Stockholders received a pro-rated grant as of the effective 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 (“Participants”) 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 phantom stock will be payable in shares of Common Stock on various dates selected by a Participant or following a Participant’s disability or cessation of service as a director. Deferral elections and elections relating to the timing 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 Participants. 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.

  8. REASONS FOR NOMINATION

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | | | TOTAL ($) | | Jennifer Allerton | $115,000 | | | 189,941 | $304,941 | | Pamela M. Arway | $275,000 | | | 189,941 | $464,941 | | Clarke H. Bailey | $150,000 | | | 189,941 | $339,941 | | Kent P. Dauten | $130,000 | | | 189,941 | $319,941 | | June Y. Felix(3) | — | | — | | — | | Monte Ford | $135,000 | | | 189,941 | $324,941 | | Andre Maciel(4) | $50,313 | | | 162,912 | $213,225 | | Robin L. Matlock | $115,000 | | | 189,941 | $304,941 | | Wendy J. Murdock | $135,000 | | | 189,941 | $324,941 | | Walter C. Rakowich | $150,000 | | | 189,941 | $339,941 | | Theodore R. Samuels | $115,000 | | | 189,941 | $304,941 | | Doyle R. Simons | $135,000 | | | 189,941 | $324,941 |

  9. REASONS FOR NOMINATION

    (1)The amounts shown in this column reflect the portion of the director’s retainers payable in cash, including any of such amounts which such director elected to defer under the DDCP. Messrs. Samuels and Simons elected to defer 100% of their cash retainer fees to the DDCP. (2)The amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value of RSUs granted in 2024 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718 (“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 Report on Form 10-K for the year ended December 31, 2024. Each non-employee director, except for Mr. Maciel and Ms. Felix, was granted 2,385 RSUs on May 30, 2024. Mr. Maciel was elected as a non-employee director of the Company on July 22, 2024, and on that same day, he was granted 1,627 RSUs. Ms. Felix was elected to serve as a non-employee director effective January 1, 2025, and therefore did not receive any compensation in 2024. The amounts shown in this column reflect the portion of the director’s annual grant payable in the Company’s Common Stock, including any of such shares which such director elected to defer under the DDCP. Messrs. Bailey, Simons and Samuels elected to defer 100% of their RSUs granted in 2024 pursuant to the DDCP. (3)The Board elected Ms. Felix to serve as a non-employee director of the Company effective January 1, 2025. (4)The Board elected Mr. Maciel to serve as a non-employee director of the Company effective July 22, 2024. MODIFICATIONS TO DIRECTOR COMPENSATION FOR 2025 The Nominating and Governance 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. Effective January 1, 2025, we modified our non-employee director compensation plan to (1) increase the annual Board retainer from $85,000 to $90,000 per year and (2) increase the annual stock grant value for each non-employee director from $190,000 to $220,000. OTHER CORPORATE GOVERNANCE MATTERS CODE 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 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. SUSTAINABILITY OUR APPROACH At Iron Mountain, we are using our influence and expertise to drive innovations that will protect and elevate the power of our customers’ work and make a lasting, positive impact on people, the planet and our overall performance. We are committed to sustainable growth, which is highlighted through our initiatives and targets within our company.

  10. SUSTAINABILITY OVERSIGHT AND GOVERNANCE

    | KEY INITIATIVES ▲We have near-term and long-term science-based emissions reduction targets that have been validated by the Science Based Targets initiative, including our net-zero-by-2040 commitment. ▲We are committed to sourcing clean energy for 100% of our global electricity consumption by 2040. ▲We leverage our sustainable business practices to add value to our product offerings. We have identified products and services that can help customers meet their sustainability goals. Customers can reduce greenhouse gas (“GHG”) emissions with Green Power Pass in our data centers, remarket or recycle electronic waste with Secure IT Asset Lifecycle Management services and reduce plastic and paper waste through our secure destruction services. ▲Effective talent management is critical to our success, enabling us to retain and develop top performers who deliver our business objectives, drive innovation, and provide exceptional service for our customers. In 2024, the Company developed and delivered more than 12,000 hours of content through our learning and talent development programs. These programs and resources support our employees as they grow and develop personally and professionally, and enable them to contribute at their best. |

  11. SUSTAINABILITY REPORT

    | WHAT WE DO | 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 incentive compensation 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 |

  12. 2024 FINANCIAL AND OPERATIONAL PERFORMANCE

    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, 2024 as compared to MSCI US REIT Index, our primary benchmark for tracking our relative TSR performance. Our cumulative TSR of 329% over the five-year period outperformed the MSCI US REIT Index which yielded a return of 23% to stockholders as of December 31, 2024. Our compensation programs also utilize a compensation peer group, representing companies of comparable size and business as outlined by the criteria on page 54, for executive compensation benchmarking. This compensation peer group includes both REIT and non-REIT companies. As the graph below shows, the Company’s TSR performance over the five-year period ended December 31, 2024 was at the 100th percentile among the companies in our compensation peer group1, and the total realizable pay for our CEO over this same period was at the 100th percentile among these companies. This, along with the Company’s stronger relative TSR performance as compared to the MSCI US REIT Index, demonstrates pay for performance alignment. (1) Excluding Stericycle, Inc., which was acquired by Waste Management, Inc. in November 2024.

  13. 2024 FINANCIAL AND OPERATIONAL PERFORMANCE

    Total realizable pay is defined as the sum of the following components: actual base salaries, short-term incentive awards, and long-term incentive awards paid over the preceding five-year period; the value of all in the money stock options granted during the preceding five-year period; and the value as of December 31, 2024, of RSUs and PUs granted over the preceding five-year period (reflecting actual performance results or estimated performance, including accrued dividends). TSR is calculated based on the dividend adjusted closing price per share of Common Stock on the NYSE on December 31, 2019 through December 31, 2024. STOCKHOLDER PERSPECTIVE AND SAY-ON-PAY Stockholders are provided the opportunity to cast an annual advisory vote on the compensation of our 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 96% of the votes cast for the approval of “Say-on-Pay” at our 2024 annual meeting of stockholders. The 2024 “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.

  14. OVERVIEW

    OVERVIEW Our executive compensation program is designed to motivate and reward exceptional performance in a straightforward and effective way, while also recognizing the complexity, size, scope, and success of Iron Mountain’s business. The compensation of our NEOs has three primary components: annual base salary, short-term incentives, and long-term incentives. Our compensation programs are intended 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. The Compensation Committee reviews benchmark data 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 element in its decision-making process. Final executive compensation decisions reflect a variety of factors, including each executive’s experience, performance, the relative scope and complexity of the executive’s role within the organization, as well as where each executive’s pay level falls relative to the market data.

  15. OVERVIEW

    | | | | COMPENSATION ELEMENT | | | | | | | CEO | OTHER NEOS | ABOUT THE COMPENSATION ELEMENT | | | | | Base Salary | | | | | | | | | Base salary is a customary, fixed element of compensation intended to attract and retain highly qualified individuals. In order to avoid excessive risk taking, it is important that not all compensation be at risk. | | | | | Short Term Incentive | | Annual cash short-term incentives are designed to focus executives toward achieving enterprise goals while recognizing their individual contributions, including: ▲Attaining financial goals in line with our annual budget; ▲Achieving strategic objectives; ▲Performing relative to initiatives in areas within their control; and ▲Rewarding outstanding individual performance. Our short-term incentive awards are expressed as a percentage of base salary, and the amount of compensation payable under each award is subject to a maximum payout. All short-term incentive awards are also subject to our clawback policy described on page 52. | | | | | Financial Performance – 70% Strategic Objectives – 30% | | | | | | | Long Term Incentive | | Long-term equity incentives are designed to: ▲Align the interests of our executives with our stockholders; ▲Reward overall long-term enterprise performance; and ▲Encourage the retention of our executives by providing additional opportunities for them to participate in the ownership of the Company and its future growth. Our long-term incentive awards may be granted in the form of PUs, RSUs and/or stock options, provided that stock options are only available to the CEO. Eligible executives (other than the CEO) can customize the mix of RSUs and PUs as permitted under the Equity Choice program. PUs are earned based on performance, cliff vest three years from the date of grant based on achievement of performance goals, and settle in shares of our Common Stock. Stock options are granted at Fair Market Value (as defined in the 2014 Plan). RSUs and stock options typically vest ratably over three years and RSUs and exercised options are settled in shares of our Common Stock. All equity awards that are granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure are subject to our clawback policy described on page 52. | | | | | PUs 85% Stock Options 15% | PUs 100% RSUs 0% | |

  16. (2) SHORT-TERM INCENTIVES

    (2) SHORT-TERM INCENTIVES The short-term incentive component of our executive compensation program is a variable, at-risk cash component that is aligned with our annual financial results. The 2024 short-term incentive goals were set at the beginning of 2024 and were based on our short-term financial expectations in 2024.

  17. TARGET INCENTIVES

    TARGET INCENTIVES Each member of our executive team participates in the Company’s short-term performance-based incentive compensation 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. Following its review, the Compensation Committee determined that the 2024 target opportunity for all NEOs, other than Mr. Hytinen, represented the appropriate amount of short-term compensation at risk based on his or her role and market comparisons. The Compensation Committee approved an increase in target short-term incentive opportunity for Mr. Hytinen from 110% to 125% in 2024.

  18. PROGRAM STRUCTURE

    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 an “individual multiplier”). Each member of the executive team has the same STI Financial Targets and the same strategic objectives, which serve to align our executive team toward the same enterprise goals. The individual multiplier component, however, allows for recognition of individual performance and contributions. The individual multiplier, when applied, can increase or decrease the short-term incentive compensation payouts depending on performance. In support of our philosophy of paying for performance, actual short-term incentive award weighted payouts for our executive team may range from 0% to a maximum of 212.5% 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.

  19. PROGRAM STRUCTURE

    | Financial Performance 70% (Varies by Objective: 0% —200% Payout) | + | Strategic Objectives 30% (0% — 150% Payout) | × | Individual Multiplier (+/- 25%) |

  20. PROGRAM STRUCTURE

    ▲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 up to 200% if performance exceeds the target levels. We believe this component appropriately corresponds to our profitable growth objectives; and ▲30% of the short-term incentive opportunity is measured against AFFO per share on a constant currency basis, with increased payout opportunity up to 150% if performance exceeds the target levels. We believe this measure appropriately aligns payouts with our ability to generate excess cash flows to reinvest in the business and provide returns to our stockholders through dividends. ▲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. The strategic objectives that comprise this component are discussed in further detail under the heading “Strategic Objectives” in this section. ▲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.

  21. PERFORMANCE SUMMARY

    PERFORMANCE SUMMARY Based on the Company’s 2024 performance, the short-term incentive payout achievement, prior to the application of individual multipliers, provided for a calculated payout of approximately 130.8% as outlined in the table below. After reviewing the Company’s performance and the corresponding payout level, the Compensation Committee approved applying a negative discretionary adjustment to the 2024 short-term incentive payout level for the NEOs, as outlined in the table below, in order to more closely align with the bonus payout opportunity for non-executive employees. This resulted in a final payout, prior to application of individual multipliers, of 124.9%. The final payout level is based on the payout level that would have been achieved based solely on the Company’s 2024 Adjusted EBITDA and Revenue performance, which is the Company’s highest weighted short-term incentive plan measure.

  22. PERFORMANCE SUMMARY

    | MEASURE & SCOPE | TARGET WEIGHTING | PAYOUT ACHIEVEMENT(1) | | Adjusted EBITDA and Revenue | 40% | 124.9% | | AFFO Per Share | 30% | 141.3% | | Strategic Objectives | 30% | 128.2% | | Calculated Payout | | 130.8% | | Negative Discretionary Adjustment | | (5.9%) | | Final Calculated Payout After Applying Negative Discretionary Adjustment | | 124.9% |

  23. u SHORT-TERM INCENTIVE PERFORMANCE AND PAYOUT RANGE

    u SHORT-TERM INCENTIVE PERFORMANCE AND PAYOUT RANGE

  24. u SHORT-TERM INCENTIVE PERFORMANCE AND PAYOUT RANGE

    | | ADJUSTED EBITDA | REVENUE | PAYOUT % | | Threshold | 97% | 95% | 50% | | Target | 100% | 100% | 100% | | Maximum | 107% | 105% | 200% |

  25. u SHORT-TERM INCENTIVE PERFORMANCE AND PAYOUT RANGE

    Prior to the application of the negative discretionary adjustment described above, for 2024, the payout for the Adjusted EBITDA and Revenue component of the short-term incentive element of TDC was 124.9%, which is calculated based on the Company’s performance against the applicable STI Financial Targets as set forth below:

  26. u SHORT-TERM INCENTIVE PERFORMANCE AND PAYOUT RANGE

    | (IN MILLIONS) | TARGET | ACTUAL RESULTS(1) | | Adjusted EBITDA | $2,200 | $2,254 | | Revenue | $6,170 | $6,180 | | Payout Achievement Based on Actual Results | | 124.9% |

  27. u SHORT-TERM INCENTIVE PERFORMANCE AND PAYOUT RANGE

    (1)Actual results include Compensation Committee-approved adjustments for foreign exchange rate changes and exclusions for unbudgeted M&A activities after the STI Financial Targets levels were established.

  28. FINANCIAL PERFORMANCE–AFFO PER SHARE

    FINANCIAL PERFORMANCE–AFFO PER SHARE The AFFO per share component of our short-term incentive element of TDC is designed to ensure achievement of AFFO per share targets and 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. Prior to the application of the negative discretionary adjustment described above, for 2024, the payout for the AFFO per share component of the short-term incentive element of TDC was 141.3%, which is calculated based on the Company’s actual AFFO per share measured against the applicable STI Financial Target set forth below:

  29. FINANCIAL PERFORMANCE–AFFO PER SHARE

    | | THRESHOLD (50%) | TARGET (100%) | MAX (150%) | PAYOUT(1) | | AFFO per share | | | | 141.3% |

  30. STRATEGIC OBJECTIVES

    STRATEGIC OBJECTIVES The table below describes the specific key measures established in 2024 for each strategic objective 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 strategic drivers that contribute to achieving the objectives of our long-term growth 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-stage products, and probability of attainment. Prior to the application of the negative discretionary adjustment described above, for 2024, the payout for the Strategic Objectives component of the short-term incentive element of TDC was 128.2%. The table below shows the Company’s 2024 strategic objectives performance against a series of strategic objectives.

  31. STRATEGIC OBJECTIVES

    | STRATEGIC OBJECTIVE | MEASURE | Weight | | GOALS | | RESULTS | PAYOUT % | | | | | Threshold (25%) | Target (100%) | Maximum (150%) | | | | Customer- Centric Culture | Relative Increase in Cross Selling Engagements | 10% | | | | 20.2% | 150% | | Payout for the Customer-Centric objective: 150.0% | | | | | | | | | Core Strength | Megawatts Booked | 2.5% | | | | 116 | 126.7% | | | Enterprise Net Positive Organic Volume Growth | 2.5% | | | | 0.46% | 123.0% | | | ALM Revenue Target | 2.5% | | | | $389 | 80.6% | | | Digital Revenue Target | 2.5% | | | | $459 | 123.5% | | Payout for the Core Strength objective: 113.4% | | | | | | | | | Sustainability and DEI | Reduce Year-Over-Year GHG Emissions MTCO2e | 5% | | | | 171k | 130.0% | | | Increase Engagement Score (Average Women and BIPOC) | 5% | | | | 71.5% | 112.5% | | Payout for the Sustainability and DEI objective: 121.3% | | | | | | | | | Payout Achievement Based on Actual Results: 128.2% | | | | | | | |

  32. STRATEGIC OBJECTIVES

    | u 5 YEAR SHORT-TERM CORPORATE PERFORMANCE PAYOUT |

  33. SHORT-TERM INCENTIVE COMPENSATION PAYOUTS

    SHORT-TERM INCENTIVE COMPENSATION PAYOUTS Based on the Company’s performance as measured against the 2024 STI Financial Targets and the application of the individual multiplier, our NEOs earned, on average, 147.5% of 2024 target short-term incentive opportunity. The following table sets forth information relating to the payouts of short-term cash incentive compensation to our NEOs for their performance during the year ended December 31, 2024. These payouts were made in the first quarter of 2025.

  34. SHORT-TERM INCENTIVE COMPENSATION PAYOUTS

    | NAMED EXECUTIVE OFFICER | SALARY | 2024 TARGET OPPORTUNITY | | 2024 END-OF-YEAR PERFORMANCE AND PAYOUT | | | | | | | (%) | ($) | CORPORATE STI PAYOUT (% OF TARGET) | INDIVIDUAL MULTIPLIER (%) | FINAL STI PAYOUT (% OF TARGET) | PAYOUT ($) | | William L. Meaney | $1,200,000 | 175% | $2,100,000 | 124.9% | 20% | 150.0% | $3,147,000 | | Barry Hytinen | $750,000 | 125% | $937,500 | 124.9% | 20% | 150.0% | $1,405,000 | | Mark Kidd | $575,000 | 100% | $575,000 | 124.9% | 15% | 143.7% | $826,000 | | Greg McIntosh(1) | $575,000 | 100% | $575,000 | 124.9% | 15% | 143.7% | $826,000 | | Mithu Bhargava | $500,000 | 70% | $350,000 | 124.9% | 20% | 150.0% | $525,000 | | Average payout (% of target) | | | | | | 147.5% | |

  35. SHORT-TERM INCENTIVE COMPENSATION PAYOUTS

    (1)Bonus figure has been converted to U.S. Dollars at a conversion rate of $1 CAD to $0.73 USD, the average exchange rate for fiscal year 2024.

  36. SHORT-TERM INCENTIVE COMPENSATION PAYOUTS

    | 2025 PROXY STATEMENT | 47 |

  37. (3) LONG-TERM INCENTIVES

    (3) LONG-TERM INCENTIVES We pay for performance and our long-term incentives are designed to support the achievement of 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 and includes a portfolio of equity awards described in the table below.

  38. (3) LONG-TERM INCENTIVES

    | LONG-TERM INCENTIVE COMPONENT | DESCRIPTION | PURPOSE | | Performance Units | ▲Three-year cliff vesting based on performance of the following: ▲Return on Invested Capital (“ROIC”): Funding is subject to meeting a minimum level of ROIC in the third year of the performance period. ▲Total Revenue: either a core plan revenue performance, which is measured based on total revenue performance per year averaged over the three-year performance period (the “Core Plan”), or if TSR is positive at the end of the three-year period and the predetermined revenue hurdle is achieved in the third year of the performance period, PUs will vest based on the Advanced Revenue Plan (the “ARP”). ▲Relative TSR: TSR performance relative to companies comprising the MSCI US REIT Index over the three-year performance period. | ▲Ensures alignment to long-term stockholder value creation ▲Rewards top-line growth and capital efficiency ▲Rewards revenue growth achievement ▲ARP rewards accelerated revenue growth tied to Project Matterhorn goal achievement ▲Rewards TSR performance relative to a key REIT stock market index | | Restricted Stock Units | ▲Vest ratably over three years | ▲Provides retention and helps build stock ownership, ensuring strong alignment with stockholders ▲Ensures alignment to long-term stockholder value creation | | Stock Options | ▲Exercise price is equal to fair value on the date of grant ▲Vest ratably over three years and have a 10-year term | ▲Ensures alignment to long-term stockholder value creation ▲Provides long-term horizon to minimize possible short-term fluctuations |

  39. (3) LONG-TERM INCENTIVES

    In conjunction with the 2024 annual long-term incentive grant process, the Company offered our NEOs (other than the CEO) 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 annually in December before the start of the applicable performance period. For our NEOs (other than the CEO), Equity Choice for the 2024 annual equity grant allowed the election of a mix of RSUs ranging from 0% to 35% and PUs ranging from 65% to 100%. All of our NEOs (other than the CEO) elected 100% PUs for the 2024 annual equity grant. Equity Choice is not available to our CEO. In consultation with the Board of Directors, the mix of equity awards for the CEO is approved on an annual basis. Our long-term incentive program incentive component mix for 2024 was:

  40. (3) LONG-TERM INCENTIVES

    | u CEO | u OTHER NAMED EXECUTIVE OFFICERS | | | |

  41. (3) LONG-TERM INCENTIVES

    | 48 | |

  42. 2024 PERFORMANCE UNITS

    2024 PERFORMANCE UNITS The Compensation Committee may grant PUs to participants under the 2014 Stock and Cash Incentive Plan. PUs are granted annually and have three-year cliff vesting based on performance measures as reviewed and approved by the Compensation Committee. PUs are earned based 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. The Compensation Committee may grant dividend equivalents to any participant upon terms and conditions established by the Compensation Committee. Such dividend equivalents may be settled in cash, additional shares of Common Stock or a combination thereof and will be payable when and if PUs vest and reflect only dividend equivalents attributable to shares earned. A portion of the 2024 long-term awards granted to the executives were awarded as PUs that can be earned based on operational and relative TSR performance, with a combined maximum weighted payout of either 200% (Core Plan) or 350% (ARP):

  43. 2024 PERFORMANCE UNITS

    | | | | + | Relative TSR Performance — 25% Relative TSR Performance vs. MSCI US REIT Index (0% — 50% Weighted Payout) | | Operational Performance (after ROIC hurdle achievement) — 75% | | | | | | Core Plan (0% — 150% Weighted Payout) | OR | Advanced Revenue Plan (225% - 300% Weighted Payout) | | |

  44. ▶CORE PLAN

    | CORE PLAN | | | Performance Metric | Revenue | | Performance Measure | Average of 3 One-Year Goals | | Payout Threshold | 50% | | Payout Target | 100% | | Payout Maximum | 200% |

  45. ▶CORE PLAN

    | REVENUE PERFORMANCE LEVEL | ACTUAL PERFORMANCE AS A % OF TARGET | PAYOUT AS A % OF TARGET(1) | | Threshold | 96% | 50% | | Target | 100% | 100% | | Maximum | 105% | 200% |

  46. ▶ADVANCED REVENUE PLAN

    ▶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 for stockholders and substantial increases in revenue. The ARP is measured against a ROIC hurdle and has two additional hurdles that must be achieved before any payout opportunity: positive absolute TSR at the end of the three-year performance period, and a predetermined revenue hurdle in the third year of the performance period, which reflects exceptional revenue growth achievement and was set by the Compensation Committee at the beginning of the three-year performance period.

  47. ▶ADVANCED REVENUE PLAN

    | ADVANCED REVENUE PLAN | | | Performance Metric | Revenue | | Performance Measure | Year Three Hurdle | | Payout Threshold | 300% | | Payout Target | 350% | | Payout Maximum | 400% |

  48. ▶ADVANCED REVENUE PLAN

    | REVENUE PERFORMANCE LEVEL | ACTUAL PERFORMANCE AS A % OF TARGET | PAYOUT AS A % OF TARGET(1) | | Threshold | 98% | 300% | | Target | 100% | 350% | | Maximum | 107% | 400% |

  49. RELATIVE TSR PERFORMANCE

    RELATIVE TSR PERFORMANCE The Company’s relative TSR performance during the three-year period beginning in 2024 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 comprising the MSCI US REIT Index over the same period. The performance and unweighted payout structure for the 2024 PUs, based on relative TSR achievement levels, is as follows:

  50. RELATIVE TSR PERFORMANCE

    | TSR PERCENTILE RANK(1) | PAYOUT AS A % OF TARGET | | 30th Percentile | 50% | | 50th Percentile | 100% | | 75th Percentile | 150%(2) | | 90th Percentile | 200%(2) |

  51. RELATIVE TSR PERFORMANCE

    (1)Results are interpolated between percentiles. (2)Regardless of the TSR percentile rank, if the Company’s absolute TSR is negative at the end of the three-year performance period, the payout percentage will not exceed 100%. In the first quarter of 2024, 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:

  52. RELATIVE TSR PERFORMANCE

    | NAMED EXECUTIVE OFFICER | TARGET PUS(1) | RSUS | | STOCK OPTIONS | TOTAL(1) | | William L. Meaney | $10,625,000 | | — | $1,875,000 | $12,500,000 | | Barry Hytinen | $4,500,000 | | — | — | $4,500,000 | | Mark Kidd | $3,250,000 | | — | — | $3,250,000 | | Greg McIntosh | $3,250,000 | | — | — | $3,250,000 | | Mithu Bhargava | $1,950,000 | | — | — | $1,950,000 |

  53. RELATIVE TSR PERFORMANCE

    (1)The values shown above reflect the intended fair market value and differ from the values reported in the “Summary Compensation Table” because the TSR-based component of the PUs reflect the fair value from a Monte Carlo simulation due to the nature of the award.

  54. RELATIVE TSR PERFORMANCE

    | 50 | |

  55. RELATIVE TSR PERFORMANCE

    2022 PERFORMANCE UNIT RESULTS In 2022 we announced a global program designed to accelerate the growth of our business under Project Matterhorn, which aims to drive revenue growth from $4.5 billion for the fiscal year ended December 31, 2021 to $7.3 billion for the fiscal year ending December 31, 2026, a target of approximately 10% compound annual growth rate (“CAGR”) over five (5) years. In conjunction, we implemented the 2022 PU design to align pay and performance and support the achievement of our aggressive growth plans. In 2022 our executive team received PU awards that vested in March 2025 (the “2022 PUs”). The payout for the 2022 PUs was based 75% on operational performance and 25% on the Company’s relative TSR performance. The operational component of the 2022 PUs included both Core Plan revenue and ARP revenue goals, with the latter driven by the Company’s accelerated growth plan under Project Matterhorn. The payout for the 2022 PUs derived from the operational component was based on the Company’s performance against total revenue objectives measured at the conclusion of the three-year performance period ended December 31, 2024, subject to meeting a minimum level of ROIC. The payout derived from relative TSR was based on the Company’s TSR during the three-year performance period ended December 31, 2024 measured relative to the companies comprising the MSCI US REIT Index. The Company’s ROIC, absolute TSR and revenue performance for the 2022 PUs resulted in a payout of the awards under the ARP. The weighted payout for the 2022 PUs was comprised of 300% for operational performance and 50% for relative TSR performance. The total combined weighted payout was 350% of target, which aligned with exceptionally strong performance and stockholder outcomes over the three-year performance period, highlighted by the following achievements: ▲Over $2 billion in constant currency revenue growth from $4.519 billion to $6.536 billion during the three-year performance period resulting in a CAGR of more than 13%, exceeding both Project Matterhorn’s aspirational long-term 10% revenue CAGR goal as well as the operational ARP revenue plan’s maximum goal of $6.500 billion(1); and ▲Delivered TSR of 147.5% over the three-year performance period, resulting in the Company ranking in the 99th percentile and outperforming 118 of the 119 companies comprising the MSCI US REIT Index during the period. This performance doubled the market capitalization of the Company from approximately $15 billion to more than $30 billion over the course of the three-year performance period. (1) Revenue for the 2022 PUs is calculated on a constant currency basis, determined as of December 31, 2020. OPERATIONAL PU PERFORMANCE RESULTS (75% OF PAYOUT) Following the completion of the performance period for the 2022 PU Awards, the Compensation Committee determined that the Company exceeded the minimum ROIC of 10.5% in 2024. The Company’s absolute TSR was positive at the end of the three-year performance period ended December 31, 2024. As described above, the Company also exceeded the ARP’s maximum goal. As a result, the weighted operational PU payout earned was 300%.

  56. RELATIVE TSR PERFORMANCE

    | | | | | THRESHOLD | ACTUAL RESULTS | | ROIC | | | | 10.5% | >10.5% | | | ARP GOALS | | | ACTUAL RESULTS | OPERATIONAL COMPONENT | | | Threshold 300% | Target 350% | Maximum 400% | | | | FYE 2024 ARP Revenue performance(1) (in millions) | | | | $6,536 | 400% | | | | | | WEIGHTED RESULT: | 300% |

  57. RELATIVE TSR PERFORMANCE

    (1)Revenue for the 2022 PUs is calculated on a constant currency basis, determined as of December 31, 2020.

  58. RELATIVE TSR PERFORMANCE

    | 2025 PROXY STATEMENT | 51 |

  59. RELATIVE TSR PERFORMANCE

    rTSR PU PERFORMANCE RESULTS (25% OF PAYOUT) Following the completion of the performance period for the 2022 PU Awards, the Compensation Committee determined that the Company’s absolute TSR of 147.5% during the period represented the 99.4th percentile of the companies comprising the MSCI US REIT Index. As a result, the weighted relative TSR portion of the PU payout earned was 50%.

  60. RELATIVE TSR PERFORMANCE

    | | GOALS | | | | ACTUAL RESULTS | rTSR COMPONENT | | rTSR(1) (percentiles) | Threshold 30th | 50th | 75th | Maximum 90th | | | | Actual MSCI US REIT Index Cumulative TSR | | | | | 147.5% (99.4th) | 200% | | | | | | | WEIGHTED RESULT: | 50% |

  61. RELATIVE TSR PERFORMANCE

    (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%. OTHER COMPENSATION In addition to the Total Direct Compensation elements described above, our U.S.-based NEOs 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 ESPP and other fringe benefits. Our U.S. based NEOs are eligible for certain executive benefits, including a voluntary executive deferred compensation program and 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. Kidd receives additional benefits related to his temporary expatriate assignment in Switzerland. Also, during his temporary expatriate assignment in Switzerland, Mr. Kidd is eligible for most U.S.-based benefits excluding medical, dental and the executive deferred compensation program. See charts showing a more detailed breakdown of “All Other Compensation” on page 58 for more information. EXECUTIVE COMPENSATION CLAWBACK POLICY The Board believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and reinforces the Company’s pay-for-performance compensation philosophy. In accordance with the SEC’s and NYSE’s rules requiring a clawback policy, the Board adopted a clawback policy on November 30, 2023, which is set forth in Exhibit A to our Corporate Governance Guidelines. The clawback policy requires the recoupment of any excess incentive-based compensation received by the current and former executive officers on or after October 2, 2023 in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws. The policy provides that the Compensation Committee or the full Board may designate certain senior executives to be subject to the recoupment requirements. Our clawback policy applies to any incentive-based compensation paid to the covered executives that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. The Company may recoup any excess incentive-based compensation from the covered executives as deemed appropriate, including amounts received under all cash, time-vesting awards and performance-vesting awards. Our clawback policy also includes the fraudulent and other intentional misconduct by the covered executive as another possible triggering event for the recoupment of certain incentive compensation. Timing of Certain Equity Awards In accordance with Item 402(x) of Regulation S-K, we are providing information regarding our procedures related to the grant of stock options close in time to the release of material non-public information (“MNPI”). We do not take MNPI into account when determining the timing and terms of stock options and we do not time the disclosure of MNPI for the purpose of affecting the value of executive compensation. Although we do not have a formal policy with respect to the timing of our stock options grants, the Company has historically granted stock options on a predetermined annual schedule. Our insider trading policy also prohibits directors, officers and employees from trading in our Common Stock while in possession of or on the basis of MNPI about the Company. During fiscal 2024, only our CEO received stock options and there were no stock options granted to our CEO within four business days preceding or one day following the filing of any report of Forms 10-K, 10-Q, or 8-K that discloses MNPI.

  62. RELATIVE TSR PERFORMANCE

    | 52 | |

  63. RELATIVE TSR PERFORMANCE

    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:

  64. RELATIVE TSR PERFORMANCE

    | Reviews and recommends the CEO’s compensation to the independent Directors for approval | ▲Annually reviews and recommends to the independent Directors the salary, short-term and long-term incentive compensation for our CEO. ▲Annually establishes the individual goals and objectives utilized in the short-term incentive program for our CEO. ▲The Compensation Committee’s recommendation reflects (1) an analysis of the Company’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 independent members of the Board for approval. | | Reviews and approves compensation for our executive officers | ▲Annually reviews and approves the salary, short-term and long-term incentive compensation for our executive officers as recommended by our CEO. | | Reviews and approves short-term and long-term incentive programs for the executive team | ▲Annually reviews and approves the structure of our short-term and long-term incentive programs 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 in collaboration with members of management and the Compensation Committee’s independent compensation consultant. ▲Based upon this review, the Compensation Committee may maintain or modify the amount and mix of grants under our incentive programs. ▲Annually establishes the financial and strategic objective performance goals that are utilized in our short-term and long-term incentive plans. | | Evaluates the effectiveness and competitiveness of other executive compensation programs | ▲Periodically evaluates the effectiveness and competitiveness of other executive compensation 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. |

  65. RELATIVE TSR PERFORMANCE

    In determining whether to make changes to our executive compensation program, the Compensation Committee may consider a number of factors, including, but not limited to, the size, scope, and performance of our business, evolving compensation trends, financial goals, and stockholders’ interests.

  66. RELATIVE TSR PERFORMANCE

    | ESTABLISHING FINANCIAL PERFORMANCE GOALS | | | | | | 1 | | 2 | | 3 | | 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. | | 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. | | 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. | | | u | | u | |

  67. RELATIVE TSR PERFORMANCE

    | 2025 PROXY STATEMENT | 53 |

  68. RELATIVE TSR PERFORMANCE

    ROLE OF THE CONSULTANT The Compensation Committee selects and retains the services of an independent compensation consultant and annually reviews the performance of the consultant. The Compensation Committee engaged Pay Governance LLC (“Pay Governance”) to serve as its independent compensation consultant for fiscal year 2024. Pay Governance received instructions from, and reported to, the 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 determined the consultant to be independent in accordance with SEC and Nasdaq rules. For 2024, the Compensation Committee determined that 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 matters, 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. Pay Governance also 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 2024, and also in early fiscal year 2025 with respect to compensation decisions for fiscal year 2024 performance. ROLE OF PEERS 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: ▲Comparable revenue size and industry; ▲Similarity of market capitalization for U.S. publicly traded companies; ▲Similar capital intensity; ▲Dividend payment practices; and ▲Similarity of global operations for business to business service organizations. Following its annual review of the Peer Group, the Compensation Committee approved the Peer Group without any modifications from the prior year. The chart below lists the Compensation Committee approved Peer Group for 2024:

  69. RELATIVE TSR PERFORMANCE

    | THE 2024 PEER GROUP INCLUDES THE FOLLOWING COMPANIES: | | | | ABM Industries Incorporated | Digital Realty Trust, Inc.(1) | Public Storage(1) | | The Brink's Company | Equifax Inc. | SBA Communications Corporation(1) | | Broadridge Financial Solutions, Inc. | Equinix, Inc.(1) | Stericycle, Inc. | | Cintas Corporation | Global Payments Inc. | The Western Union Company | | Clean Harbors, Inc. | Paychex, Inc. | Weyerhaeuser Company(1) | | Crown Castle Inc.(1) | Prologis, Inc.(1) | |

  70. RELATIVE TSR PERFORMANCE

    (1)This company is a REIT. 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 Compensation Committee; ▲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).

  71. RELATIVE TSR PERFORMANCE

    | 54 | |

  72. RELATIVE TSR PERFORMANCE

    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. 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:

  73. RELATIVE TSR PERFORMANCE

    | CEO | | | 6X | | CFO | | 3X | | | EVPs reporting to the CEO | 2X | | |

  74. RELATIVE TSR PERFORMANCE

    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. The Company measures Executive Stock Ownership Guideline compliance annually in March and continuously monitors compliance until the next measurement date. As of the most recent measurement date in March 2025, 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 (the “Code”) generally disallows 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), the principal financial officer (in our case, the CFO) and certain other current and former executive officers. Our compensation approach, including awards under each of the Iron Mountain Incorporated 2002 Stock Incentive Plan (the “2002 Plan”) and the 2014 Plan may result in compensation that is partially or wholly nondeductible. We do not expect the tax deduction limitation under Section 162(m) of the Code to have a material impact on us, because we intend to continue to qualify as a REIT under the Code and therefore are generally not subject to federal income taxes if we distribute to our stockholders at least 100% of our taxable income in respect of each year. CHANGES TO 2025 COMPENSATION PROGRAM 2025 PERFORMANCE TARGETS The Compensation Committee established the 2025 performance targets for 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 goals with competitive payouts in order to motivate employee performance. 2025 SHORT-TERM INCENTIVE DESIGN There were no material changes made to the structure of the short-term incentive program design for 2025. 2025 LONG-TERM INCENTIVE DESIGN The Compensation Committee reviewed the equity awards offered to our equity award participants and considered the desire to retain, motivate and incentivize management to continue to support the Company’s long-term accelerated growth plan. Following this review, and in response to investor feedback, the Compensation Committee approved the following changes to our 2025 PU program design: ▲One continuous revenue plan for operational performance in lieu of a separate Core Plan and ARP; ▲Operational performance based on three-year fixed revenue goals aligned with the Company’s long-term growth strategy, set by the Compensation Committee at the beginning of the three-year performance period. The three-year fixed revenue goals replace the three one-year revenue goals under the prior program design; and ▲The unweighted operational performance component payout of the PUs cannot exceed 133% (as compared to 200% under the prior program design) if the Company’s absolute TSR is negative at the end of the three-year performance period.

  75. RELATIVE TSR PERFORMANCE

    | 2025 PROXY STATEMENT | 55 |

  76. RELATIVE TSR PERFORMANCE

    The PU program design will continue to (1) employ a ROIC hurdle applicable to the operational performance component and (2) have a 75% weighting based on operational performance and 25% weighting based on rTSR performance compared to the companies comprising the MSCI US REIT Index. CEO PAY OPPORTUNITY In connection with its annual compensation program review, the Board determined to increase Mr. Meaney’s Long-Term Incentive opportunity for 2025. This increase is based on the Company’s and CEO’s strong performance and future growth expectations (Mr. Meaney’s 2025 pay opportunity is set forth below).

  77. RELATIVE TSR PERFORMANCE

    | ELEMENT | 2025 PAY OPPORTUNITY | CONSIDERATIONS | | Base Salary | ▲Maintained annual base salary at $1,200,000 (since 2020) | ▲Salary is aligned appropriately based on performance and market data | | Annual Bonus | ▲Maintained target bonus at 175% of base salary (since 2020) | ▲Target bonus is aligned appropriately based on performance and market data | | Long-Term Incentives | ▲Increased economic value of long-term incentive awards to $14,000,000 | ▲The Board has aligned Mr. Meaney’s mix with the significant accelerated growth expectations, resulting in a mix of 85% PUs and 15% stock options. |

  78. RELATIVE TSR PERFORMANCE

    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, 2024.

  79. SUMMARY COMPENSATION TABLE FOR 2024, 2023, AND 2022

    SUMMARY COMPENSATION TABLE FOR 2024, 2023, AND 2022

  80. SUMMARY COMPENSATION TABLE FOR 2024, 2023, AND 2022

    | NAMED EXECUTIVE OFFICER AND TITLE | 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 | 2024 | $1,188,632 | — | $12,059,474 | $1,875,027 | $3,147,000 | $93,753 | $18,363,886 | | | 2023 | $1,186,723 | — | $9,456,866 | $1,724,995 | $2,444,400 | $86,867 | $14,899,851 | | | 2022 | $1,179,902 | — | $9,848,262 | $1,575,000 | $2,438,000 | $71,387 | $15,112,551 | | Barry Hytinen Executive Vice President and Chief Financial Officer | 2024 | $750,002 | — | $5,107,462 | — | $1,405,000 | $27,004 | $7,289,468 | | | 2023 | $750,002 | — | $3,386,082 | — | $960,000 | $41,594 | $5,137,678 | | | 2022 | $744,232 | — | $3,263,716 | — | $1,015,000 | $18,774 | $5,041,723 | | Mark Kidd(8) Executive Vice President and General Manager, Data Centers and Asset Lifecycle Management | 2024 | $575,004 | — | $3,688,733 | — | $826,000 | $1,695,561 | $6,785,298 | | | 2023 | $567,312 | — | $2,176,727 | — | $697,000 | $1,399,149(9) | $4,840,188 | | | 2022 | — | — | — | — | — | — | — | | Greg McIntosh Executive Vice President, Chief Commercial Officer and General Manager, Global Records and Information Management | 2024 | $533,046 | — | $3,688,733 | — | $826,000 | $23,513 | $5,071,292 | | | 2023 | $541,170 | — | $1,789,768 | — | $641,000 | $39,863 | $3,011,801 | | | 2022 | $530,675 | — | $2,012,636 | — | $651,000 | $23,458 | $3,217,769 | | Mithu Bhargava(10) Executive Vice President and General Manager, Digital Business Unit | 2024 | $500,003 | — | $2,213,258 | — | $525,000 | $15,086 | $3,253,347 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — |

  81. SUMMARY COMPENSATION TABLE FOR 2024, 2023, AND 2022

    (1)Total reported reflects salary earned during the fiscal year, adjusted for changes in salary rates, where applicable. (2)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, 2024, 2023 and 2022. These amounts were not paid to or realized by the NEO in the year indicated. The grant date fair values of PUs included in this column are calculated assuming target level attainment of each applicable performance goal, except for the PU awards. The PU awards include a market-based performance condition and the fair value reflects the expected value of the award determined under a Monte Carlo simulation. The table below illustrates the RSU value, the expected value of PUs and the value if each recipient were to achieve the applicable maximum payout for all PUs. All values are determined as of the grant date. (3)For a list of stock and option awards granted in 2024, see the “Grants of Plan-Based Awards” table below. (4)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, 2024, 2023, and 2022. These amounts were not paid out or realized in the year indicated. (5)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. (6)All other compensation details for the NEOs for 2024 are described in the “All Other Compensation” table below. (7)Mr. Meaney’s salary for each of the years 2022-2024 includes 100,000 Swiss Francs paid in accordance with the Swiss Employment Agreement, converted to U.S. dollars using the Swiss exchange rates. (8)No amounts are reported for Mr. Kidd for 2022 because he was not an NEO in 2022. (9)The amount previously reported as Mr. Kidd’s “All Other Compensation” for the fiscal year 2023 inadvertently excluded relocation benefits and tax gross-up payments to Mr. Kidd in 2023. In connection with his assignment in Switzerland, Mr. Kidd is entitled to certain tax gross-ups in accordance with the Company’s Global Mobility International Long Term Assignment and Tax Equalization Policies (collectively, “GMTEQ”). This policy provides for payments to Mr. Kidd and certain other employees on international assignment with the Company. Expatriate payments are designed to mitigate the inconvenience of an international assignment by covering expenses in excess of what the expatriate would have incurred if he or she had remained in his or her home country. In fiscal year 2023, Mr. Kidd received relocation benefits in the amount of $486,272 and tax gross-ups in the amount of $484,102. These amounts include tax equalization and tax gross-up payments that Mr. Kidd was entitled to receive in 2023, which were omitted due to an administrative error. (10)No amounts are reported for Ms. Bhargava for 2022 and 2023 because she was not an NEO in 2022 and 2023.

  82. SUMMARY COMPENSATION TABLE FOR 2024, 2023, AND 2022

    | 2025 PROXY STATEMENT | 57 |

  83. SUMMARY COMPENSATION TABLE FOR 2024, 2023, AND 2022

    | | COMPONENTS OF STOCK AWARDS | | ADDITIONAL INFORMATION | | NAMED EXECUTIVE OFFICER | RSU VALUE ($) | PU VALUE - EXPECTED ($) | PU VALUE - MAXIMUM ($) | | William L. Meaney | — | $12,059,474 | $42,208,160 | | Barry Hytinen | — | $5,107,462 | $17,876,117 | | Mark Kidd | — | $3,688,733 | $12,910,565 | | Greg McIntosh | — | $3,688,733 | $12,910,565 | | Mithu Bhargava | — | $2,213,258 | $7,746,357 |

  84. GENERAL

    | | | | 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) | | 2024 | $18,363,886 | $118,475,621 | $5,599,851 | $23,508,532 | $428.77 | $123.47 | $183.67 | $6,150 | | 2023 | $14,899,851 | $48,816,841 | $4,006,367 | $8,834,113 | $277.56 | $113.54 | $187.26 | $5,480 | | 2022 | $15,112,551 | $14,447,959 | $3,737,013 | $4,268,120 | $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 |