DEF 14A of Iron Mountain Inc, Mar 31, 2022

DEF 14A of Iron Mountain Inc

Filed Mar 31, 2022 · FY20210001206774-22-000944

Open on EDGAR

  1. 5-YEAR TOTAL SHAREHOLDER RETURN ON $1 INVESTED JANUARY 1, 2017

    5-YEAR TOTAL SHAREHOLDER RETURN ON $1 INVESTED JANUARY 1, 2017 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, 2021 was at the 48th percentile among the companies in our compensation peer group, while the Company’s TSR performance over this same period was at the 52nd 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.

  2. CEO

    | Estimated Benefits Upon A Qualifying Termination Under the Applicable Severance Program | 61 | | Estimated Benefits Upon A Qualifying Termination Under the Applicable Severance Program in Connection with a Change in Control | 61 | | Median Employee to CEO Pay Ratio | 62 | | Additional Information | 62 | | Compensation Committee Interlocks and Insider Participation | 62 | | AUDIT MATTERS | 63 | | PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 63 | | Independent Registered Public Accounting Firm | 64 | | Audit Committee Report | 65 | | INFORMATION ABOUT STOCK OWNERSHIP | 66 | | Security Ownership of Certain Beneficial Owners and Management | 66 | | Delinquent Section 16(a) Reports | 68 | | Equity Compensation Plan Information | 68 | | OTHER MATTERS | 69 | | Other Matters Brought Before the Meeting | 69 | | Additional Documentation | 69 | | IRON MOUNTAIN EXECUTIVE OFFICERS | 70 | | ADDITIONAL INFORMATION | 71 | | Stockholders Entitled to Vote | 71 | | How to Vote | 71 | | If You Are a Registered Holder of Common Stock | 72 | | If You Hold Your Shares of Common Stock “In Street Name” | 72 | | Quorum | 72 | | Votes Required | 73 | | Abstentions and Broker Non-Votes | 73 | | Attendance at the Annual Meeting | 73 | | Revocability of Proxies | 74 | | Information Regarding the Company | 74 | | Notice Regarding the Availability of Proxy Materials | 74 |

  3. CEO

    | 2022 PROXY STATEMENT | 9 |

  4. CEO

    | PROPOSAL 1 | ELECTION OF DIRECTORS | | | The Board recommends that you vote FOR the election of each of the Board’s eleven (11) nominees to serve as directors of Iron Mountain until the 2023 Annual Meeting of Stockholders or until their successors are elected and qualified. |

  5. CEO

    The Board currently consists of eleven (11) directors. 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 2023 Annual Meeting of Stockholders or until such nominee’s successor is elected and qualified. The Board has selected as nominees the following eleven (11) individuals, all of whom are current directors of the Company: Jennifer Allerton, Pamela M. Arway, Clarke H. Bailey, Kent P. Dauten, Monte Ford, Robin L. Matlock, William L. Meaney, Wendy J. Murdock, Walter C. Rakowich, Doyle R. Simons and Alfred J. Verrecchia. 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 17.

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    | 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. |

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    | 10 | |

  8. CEO

    DIRECTOR NOMINEE SKILLS AND EXPERIENCE The Board and the Nominating and Governance Committee select director nominees on the basis of several 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 March 31, 2022.

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    | JENNIFER ALLERTON | | INDEPENDENT | | AGE 70 | COMMITTEES Audit, Risk and Safety, Technology | | | DIRECTOR SINCE 2014 | OTHER CURRENT PUBLIC COMPANY BOARDS | Sandvik AB Aveva plc |

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    | ▲ | BIOGRAPHY |

  11. CEO

    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, Aveva plc, an engineering design and information management solutions firm for plant, power and marine industries and Barclays Bank Ireland (Barclays Europe), a European bank. 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.

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    | ▲ | REASONS FOR NOMINATION |

  13. CEO

    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.

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    | ▲ | EDUCATION |

  15. CEO

    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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    | 2022 PROXY STATEMENT | 11 |

  17. CEO

    | PAMELA M. ARWAY | | INDEPENDENT | | AGE 68 | COMMITTEES Compensation (chair), Nominating and Governance | | | DIRECTOR SINCE 2014 | OTHER CURRENT PUBLIC COMPANY BOARDS | The Hershey Company DaVita Inc. |

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    | ▲ | BIOGRAPHY |

  19. CEO

    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.

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    | ▲ | REASONS FOR NOMINATION |

  21. CEO

    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.

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    | ▲ | EDUCATION |

  23. CEO

    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.

  24. CEO

    | CLARKE H. BAILEY | INDEPENDENT | | AGE 67 | COMMITTEES Audit, Nominating and Governance, Risk and Safety (chair) | | DIRECTOR SINCE 1998 | |

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    | ▲ | BIOGRAPHY |

  26. CEO

    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.

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    | ▲ | REASONS FOR NOMINATION |

  28. CEO

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

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    | ▲ | EDUCATION |

  30. CEO

    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.

  31. CEO

    | 12 | |

  32. CEO

    | KENT P. DAUTEN | INDEPENDENT | | AGE 66 | COMMITTEES Audit, Finance (chair), Nominating and Governance | | DIRECTOR SINCE 1997 | |

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    | ▲ | BIOGRAPHY |

  34. CEO

    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.

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    | ▲ | REASONS FOR NOMINATION |

  36. CEO

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

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    | ▲ | EDUCATION |

  38. CEO

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

  39. CEO

    | MONTE FORD | | INDEPENDENT | | AGE 62 | COMMITTEES Compensation, Risk and Safety, Technology | | | DIRECTOR SINCE 2018 | OTHER CURRENT PUBLIC COMPANY BOARDS | Akamai Technologies, Inc. JetBlue Airways |

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    | ▲ | BIOGRAPHY |

  41. CEO

    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 served as a director of Michaels Companies, Inc., owner and operator of arts and crafts specialty retail stores, from September 2015 to April 2021.

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    | ▲ | REASONS FOR NOMINATION |

  43. CEO

    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.

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    | ▲ | EDUCATION |

  45. CEO

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

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    | 2022 PROXY STATEMENT | 13 |

  47. CEO

    | ROBIN L. MATLOCK | INDEPENDENT | | AGE 56 | COMMITTEES Compensation, Risk and Safety, Technology | | DIRECTOR SINCE 2019 | |

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    | ▲ | BIOGRAPHY |

  49. CEO

    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 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.

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    | ▲ | REASONS FOR NOMINATION |

  51. CEO

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

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    | ▲ | EDUCATION |

  53. CEO

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

  54. CEO

    | WILLIAM L. MEANEY | | | | AGE 61 | COMMITTEES None | | | DIRECTOR SINCE 2013 | OTHER CURRENT PUBLIC COMPANY BOARDS | State Street Corporation |

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    | ▲ | BIOGRAPHY |

  56. CEO

    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.

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    | ▲ | REASONS FOR NOMINATION |

  58. CEO

    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.

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    | ▲ | EDUCATION |

  60. CEO

    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.

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    | 14 | |

  62. CEO

    | WENDY J. MURDOCK | | INDEPENDENT | | AGE 69 | COMMITTEES Audit, Finance | | | DIRECTOR SINCE 2016 | OTHER CURRENT PUBLIC COMPANY BOARDS | AvidXchange Holdings, Inc. |

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    | ▲ | BIOGRAPHY |

  64. CEO

    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.

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    | ▲ | REASONS FOR NOMINATION |

  66. CEO

    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.

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    | ▲ | EDUCATION |

  68. CEO

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

  69. CEO

    | WALTER C. RAKOWICH | | INDEPENDENT | | AGE 64 | COMMITTEES Audit (chair), Finance, Nominating and Governance | | | DIRECTOR SINCE 2013 | OTHER CURRENT PUBLIC COMPANY BOARDS | Host Hotels & Resorts, Inc. Ventas, Inc. |

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    | ▲ | BIOGRAPHY |

  71. CEO

    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.

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    | ▲ | REASONS FOR NOMINATION |

  73. CEO

    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.

  74. CEO

    | ▲ | EDUCATION |

  75. CEO

    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.

  76. CEO

    | 2022 PROXY STATEMENT | 15 |

  77. CEO

    | DOYLE R. SIMONS | | INDEPENDENT | | AGE 58 | COMMITTEES Compensation, Finance | | | DIRECTOR SINCE 2020 | OTHER CURRENT PUBLIC COMPANY BOARDS | Fiserv, Inc. |

  78. CEO

    | ▲ | BIOGRAPHY |

  79. CEO

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

  80. CEO

    | ▲ | REASONS FOR NOMINATION |

  81. CEO

    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.

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    | ▲ | EDUCATION |

  83. CEO

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

  84. CEO

    | ALFRED J. VERRECCHIA | INDEPENDENT | | AGE 79 | COMMITTEES Nominating and Governance (chair) | | DIRECTOR SINCE 2010 Independent Chairman since March 2013 | |

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    | ▲ | BIOGRAPHY |

  86. CEO

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

  87. CEO

    | ▲ | REASONS FOR NOMINATION |

  88. CEO

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

  89. CEO

    | ▲ | EDUCATION |

  90. CEO

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

  91. CEO

    | 16 | |

  92. CEO

    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 our Board-approved corporate governance guidelines (our “Corporate Governance Guidelines”). The Board is responsible for nominating qualified candidates for election at each annual meeting of stockholders and for filling vacancies on the Board that may occur between annual meetings of the stockholders. The Nominating and Governance Committee considers several factors when evaluating candidates to be nominated to the Board, including integrity, experience, achievements, judgment, intelligence, personal character, ability to make independent analytical inquiries, willingness to devote adequate time to Board duties and likelihood that each candidate will be able to serve on the Board for a sustained period. In connection with the selection of nominees for director, the Board’s policy is to give due consideration to the Board’s overall balance of diversity of perspectives, backgrounds and experiences. To implement and review the effectiveness of our diversity policy, the Nominating and Governance Committee reviews the appropriate skills and characteristics of members of the Board in the context of the then current composition of the Board. The Board will not nominate any candidate who has not agreed to tender, promptly following the annual meeting at which such 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. STOCKHOLDER PROPOSALS A stockholder that wants to include a proposal in the Company’s proxy materials for consideration at the 2023 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 1, 2022 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 2023 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 10, 2023 and no later than February 9, 2023. However, if the date of our 2023 Annual Meeting of Stockholders occurs more than 30 days before or 30 days after May 10, 2023, the anniversary of the 2022 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. NOMINATIONS OF INDIVIDUALS FOR ELECTION AS DIRECTORS USING PROXY ACCESS A stockholder, or group of up 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.

  93. CEO

    | 2022 PROXY STATEMENT | 17 |

  94. CEO

    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-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. BOARD STRUCTURE BOARD 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 chairman of the board (“Chairman”) and CEO should be combined or separated, based on current relevant facts and circumstances rather than by adhering to a formal standing policy on the subject. The Board has determined that the current position of Chairman should be held by a non-employee of the Company because 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 by the independent directors are included in Board discussions and best enables the Board to express its views on our management, strategy and execution. The 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 believe this governance structure promotes balance between the authority of those who oversee our business and those who manage it on a day-to-day basis. The Board convenes in non-management executive session before the conclusion of each in-person Board and committee meeting, and an executive session is offered in all telephonic Board and committee meetings. INDEPENDENCE Our Board is composed of a majority of directors who qualify as independent directors pursuant to the corporate governance standards for companies listed on the New York Stock Exchange (“NYSE”). The Board evaluates independence pursuant to NYSE standards each year by affirmatively determining whether each director has a direct or indirect material relationship with the Company (including its subsidiaries) or members of the Company’s management that may interfere with such director’s ability to exercise independence from the Company. When assessing the materiality of a director’s relationship with the Company, the Board considers all relevant facts and circumstances, not merely from the director’s standpoint but from that of the persons or organizations with which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. None of our independent directors has any relationship with the Company or its management other than service as a director and on committees of the Board, and the Board has concluded that none of the Company’s directors possess the objective relationships set forth in the NYSE listing standards that prevent independence. When evaluating the independence of director nominees, the Board weighs numerous factors, including the effect of multiple years of service on the ability of our director nominees to maintain independence. The Board has determined that all of our non-management directors who served in 2021 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 ATTENDANCE During the fiscal year ended December 31, 2021, the Board held nine meetings. In 2021, each incumbent director attended at least 75% of the aggregate number of meetings of the Board and the committees that were held during the period such incumbent director served on

  95. CEO

    | 18 | |

  96. CEO

    the Board. All of our directors standing for re-election in 2022 attended our virtual 2021 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/Corporate Governance” 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, Risk and Safety Committee and Technology Committee. The Board and management have assigned specific areas of risk oversight to each standing committee. The Board has adopted a charter for each of its standing committees, and each such charter is available on our website at www.ironmountain.com under the heading “Investors/Corporate Governance.” During the fiscal year ended December 31, 2021, the Audit Committee held four meetings, the Compensation Committee held six meetings, the Nominating and Governance Committee held three meetings, the Finance Committee held six meetings, the Risk and Safety Committee held four meetings and the Technology Committee held three meetings. In 2021, each incumbent director who served on a Board committee attended at least 75% of that committee’s meetings held during the period such incumbent director served on that committee. The Nominating and Governan’ce Committee typically makes changes to committee membership each year and each committee generally has a mix of directors who have previously served on the committee and directors who have not previously served on the committee. Committee membership as set forth below is as of March 31, 2022.

  97. CEO

    | AUDIT COMMITTEE | | 4 Meetings in 2021 | | CHAIR Rakowich | MEMBERS Allerton Bailey Dauten Murdock | 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. |

  98. CEO

    | | ROLES AND RESPONSIBILITIES |

  99. CEO

    The Audit Committee:

  100. CEO

    | 1. | assists the Board in oversight of the integrity of the Company’s financial statements; | | 2. | assists the Board in oversight of the Company’s compliance with legal and regulatory requirements; | | 3. | assists the Board in the oversight of the Company’s compliance with requirements with respect to maintaining the Company’s qualification for taxation as a REIT; | | 4. | assists the Board in oversight of the independent registered public accounting firm’s qualifications and independence; | | 5. | assists the Board in oversight of the performance of the Company’s internal audit function and independent auditors; | | 6. | prepares an Audit Committee report as required by the SEC to be included in the annual proxy statement; | | 7. | reviews and discusses quarterly earnings releases and materials; | | 8. | monitors and assesses policies and practices with respect to risk assessment and risk management; | | 9. | reviews and evaluates the lead audit partner of the independent registered accounting firm; | | 10. | performs such other duties as the Board may assign to the Audit Committee from time to time, such as approving transactions subject to our Related Person Transaction Policies and Procedures described on page 25 of this Proxy Statement; | | 11. | furnishes periodic reports to the Board concerning the Audit Committee’s work; and | | 12. | takes other actions to meet its responsibilities as set forth in its written charter. |

  101. CEO

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

  102. CEO

    | 2022 PROXY STATEMENT | 19 |

  103. CEO

    | COMPENSATION COMMITTEE | | 6 Meetings in 2021 | | CHAIR Arway | MEMBERS Ford Matlock Simons | Each member of the Compensation Committee qualifies as independent under the applicable NYSE listing standards, SEC rules and the Board’s independent assessment. |

  104. CEO

    | | ROLES AND RESPONSIBILITIES |

  105. CEO

    The Compensation Committee:

  106. CEO

    | 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 vice presidents and senior vice presidents who report to the chief executive officer, 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. | reviews the Company’s cash and stock-based incentive compensation plans to assess their effectiveness in meeting the Company’s goals and objectives and exercises all of the authority of the Board with respect to the administration of such plans; | | 5. | annually reviews and discusses with management a draft of the Company’s Compensation Discussion and Analysis to be included in the Company’s annual proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K; | | 6. | 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; | | 7. | reviews and discusses at least on an annual basis the risks arising from the Company’s compensation policies for its employees; | | 8. | reviews and discusses pay ratio disclosure for inclusion in the Company’s annual proxy statement and incorporated by reference in the Company’s Annual Report on Form 10-K; | | 9. | 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 | | 11. | takes other actions to meet its responsibilities as set forth in its written charter. |

  107. CEO

    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, 2021, 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.” 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 49 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 March 31, 2022, 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.

  108. CEO

    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 2021 the Chairman received a retainer of $125,000. Non-employee directors received annual grants of RSUs for the number of shares of our Common Stock equal to $160,000 divided by the Fair Market Value (as defined in the 2014 Plan) on May 12, 2021, the date of our 2021 Annual Meeting of Stockholders. Non-employee directors who joined the Board after the 2021 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.

  109. CEO

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Jennifer Allerton | $113,500 | $159,994 | $— | $273,494 | | Pamela M. Arway | $117,500 | $159,994 | $— | $277,494 | | Clarke H. Bailey | $125,500 | $159,994 | $161,613(3) | $447,107 | | Kent P. Dauten | $125,500 | $159,994 | $— | $285,494 | | Paul F. Deninger(4) | $56,250 | $— | $— | $56,250 | | Monte Ford | $112,500 | $159,994 | $— | $272,494 | | Per-Kristian Halvorsen | $137,000(5) | $159,994 | $94,120(3) | $391,114 | | Robin Matlock | $112,500 | $159,994 | $10,022(3) | $282,516 | | Wendy J. Murdock | $103,500 | $159,994 | $— | $263,494 | | Walter Rakowich | $128,500 | $159,994 | $— | $288,494 | | Doyle Simons | $102,500 | $159,994 | $41,729(3) | $304,223 | | Alfred J. Verrecchia | $227,000 | $159,994 | $150,479(3) | $537,473 |

  110. CEO

    | Mr. Simons elected to defer 100% of his cash retainer fees to the DDCP.(1) | | The amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value of RSUs granted in 2021 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, 2021. Each non-employee director was granted 3,933 RSUs on May 12, 2021. Messrs. Bailey, Simons and Verrecchia elected to defer 100% of their RSUs granted in 2021 pursuant to the DDCP.(2) | | The amounts reported in the “All Other Compensation” column for Messrs. Bailey, Halvorsen, Simons and Verrecchia and Ms. Matlock consist of dividend equivalents paid on phantom stock pursuant to the DDCP.(3) | | Mr. Deninger was a director until May 2021.(4) | | Mr. Halvorsen was a director until December 2021. Does not include $25,625 that was earned in 2020 but paid in 2021.(5) |

  111. OUR COMMUNITIES

    | On August 6, 2021, the Company and Mr. Ernest Cloutier entered into a separation agreement where he received separation benefits consistent with a termination without cause under his employment agreement. Mr. Cloutier’s employment was involuntarily terminated as of December 31, 2021. The separation agreement provides the severance benefits as defined by the Company’s Severance Program No. 1, which is part of The Iron Mountain Companies Severance Plan (which itself is part of The Iron Mountain Companies Welfare Plan). Details of the benefits Mr. Cloutier received can be found under the “Termination and Change in Control Arrangements” section of this Proxy Statement. Effective as of October 1, 2021, the Company transitioned the role of General Manager, Global Records and Information Management, from Mr. Cloutier to Mr. Greg McIntosh.(1) |

  112. OUR COMMUNITIES

    COMPENSATION PHILOSOPHY AND PRACTICES Our executive compensation programs are designed to attract, retain and focus the talents and energies of our executives on meeting the current and future objectives of the Company and are guided by the following design principles: General Program Competitiveness – In order to attract and retain top performing executives, we establish overall Total Direct Compensation (“TDC”) with reference to relevant external benchmarks. We define TDC as base salary plus short-term incentive compensation plus long-term incentive compensation. In addition, the positioning of each executive’s pay relative to market benchmarks reflects experience, proficiency, strategic importance, and performance 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 established goals are met with the potential for above-target compensation (up to a maximum) when rigorous goals are met and below-target compensation when established goals are not met. Internal Parity – The overall target TDC opportunity for each executive reflects the responsibility, scope and complexity of that individual’s role within the Company. Alignment with Business Strategies and Shareholders – Our executive compensation programs reward achievement of enterprise financial goals and strategic objectives that drive long-term shareholder value creation, thereby aligning the interests of our executives with our shareholders.

  113. OUR COMMUNITIES

    | 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 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 |

  114. 2021 FINANCIAL AND OPERATIONAL PERFORMANCE

    Our compensation programs also utilize a compensation peer group, representing companies of comparable size and business as outlined by the criteria on page 48, for executive compensation benchmarking. This compensation peer group includes both 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, 2021 was at the 48th percentile among the companies in our compensation peer group, while the Company’s TSR performance over this same period was at the 52nd 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.

  115. 2021 FINANCIAL AND OPERATIONAL PERFORMANCE

    Total realizable pay is defined as the sum of the following components: actual base salaries, STI awards, and LTIP 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, 2021, of RSUs and PUs granted over the 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, 2016 through December 31, 2021. SHAREHOLDER PERSPECTIVE AND SAY-ON-PAY Shareholders 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 93% of the votes cast for the approval of “Say-on-Pay” at our 2021 annual meeting of stockholders. The 2021 “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.

  116. OVERVIEW

    OVERVIEW 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 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 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. The Compensation Committee reviews relevant 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 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.

  117. OVERVIEW

    | Following a competitive market review and based on individual performance, the Compensation Committee approved pay changes for Ms. Evens and Mr. Tomovcsik in 2021.(1) |

  118. OVERVIEW

    | SHORT-TERM INCENTIVES(2) |

  119. OVERVIEW

    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 2021 short-term incentive goals were set at the beginning of 2021 and were based on our short-term financial expectations in 2021 balanced by the uncertainty of the continuing COVID-19 pandemic.

  120. TARGET INCENTIVES

    | Following a competitive market review and based on individual performance, the Compensation Committee approved an increase in target short-term incentive opportunity for Ms. Evens and Mr. Tomovcsik from 80% to 100% in 2021.(1) |

  121. 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, (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 financial goals 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 awards for our executive team may range from 0% to a maximum of 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.

  122. 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 if revenue exceeds the target level. 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. 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. | |

  123. FINANCIAL PERFORMANCE—SUMMARY

    | MEASURE & SCOPE | TARGET WEIGHTING | PAYOUT ACHIEVEMENT(1) | | Adjusted EBITDA & Revenue | 40% | 49.6% | | AFFO Per Share | 30% | 39.4% | | Strategic Objectives | 30% | 32.2% | | Preliminary weighted payout | | 121.2% |

  124. FINANCIAL PERFORMANCE—SUMMARY

    | Payout achievement represents the weighted percentage of the target payout earned based on the level of the Company’s achievement of performance measures, as discussed below.(1) |

  125. FINANCIAL PERFORMANCE–ADJUSTED EBITDA & REVENUE

    | ► | SHORT-TERM INCENTIVE PAYOUT |

  126. FINANCIAL PERFORMANCE–ADJUSTED EBITDA & REVENUE

    | | ADJUSTED EBITDA | REVENUE | PAYOUT % | | Threshold | 95% | 95% | 4% | | Target | 100% | 100% | 100% | | Maximum | 110% | 105% | 200% |

  127. FINANCIAL PERFORMANCE—AFFO PER SHARE

    FINANCIAL PERFORMANCE—AFFO PER SHARE The AFFO per share component of the short-term incentive compensation plan 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 2021, the AFFO per share payout was 131% based on the pre-set STI Financial Targets.

  128. STRATEGIC OBJECTIVES

    STRATEGIC OBJECTIVES The table below describes the specific key measures established in 2021 for each of the three strategic objectives on which 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-stage products, and probability of attainment. Overall, the Company achieved 32.2% of the specific strategic objectives targeted for 2021 based on the strategic objective results below:

  129. STRATEGIC OBJECTIVES

    | 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%) | 16 | 125% | | | | | | | | | | | | | | 10 | 11 | 11.3 | | | | Innovation | Organic revenue from validated emerging and adjacent categories | 10% | Threshold (25%) | Target (100%) | Maximum (150%) | $611M | 107% | | | | | | | | | | | | | | $570M | $606M | $641M | | | | Core Strength | Organic growth in Global Storage Volume | 10% | Threshold (25%) | Target (100%) | Maximum (125%) | $1.7M | 90% | | | | | | | | | | | | | | $0 | $2.0M | $3.5M | | |

  130. STRATEGIC OBJECTIVES

    | Payout achievement represents the weighted percentage of the target payout earned based on the level of the Company’s achievement of performance measures.(1) |

  131. 5-YEAR SHORT-TERM CORPORATE PERFORMANCE PAYOUT

    5-YEAR SHORT-TERM CORPORATE PERFORMANCE PAYOUT

  132. 5-YEAR SHORT-TERM CORPORATE PERFORMANCE PAYOUT

    | 40 | |

  133. SHORT-TERM INCENTIVE COMPENSATION PAYOUTS

    SHORT-TERM INCENTIVE COMPENSATION PAYOUTS Based on achievement of 2021 STI Financial measures and applying the individual multiplier, our NEOs earned 118% of target short-term incentive opportunity, on average. 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, 2021.

  134. SHORT-TERM INCENTIVE COMPENSATION PAYOUTS

    | | | 2021 TARGET OPPORTUNITY | | 2021 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 | 121.2% | 25% | 152% | $3,182,000 | | Barry Hytinen | $725,000 | 110% | $797,500 | 121.2% | 25% | 152% | $1,208,000 | | Ernest Cloutier(1) | $575,000 | 110% | $632,500 | 121.2% | 0% | 0% | $0 | | Deirdre Evens | $575,000 | 100% | $575,000 | 121.2% | 10% | 133% | $766,000 | | John Tomovcsik | $575,000 | 100% | $575,000 | 121.2% | 25% | 152% | $871,000 | | Average payout | | | | | | 118% | |

  135. SHORT-TERM INCENTIVE COMPENSATION PAYOUTS

    | In accordance with Severance Program No. 1, Mr. Cloutier did not receive a 2021 bonus payment.(1) |

  136. SHORT-TERM INCENTIVE COMPENSATION PAYOUTS

    | 2022 PROXY STATEMENT | 41 |

  137. (3) LONG-TERM INCENTIVES

    (3) LONG-TERM INCENTIVES We pay for performance and manage Iron Mountain 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 and includes a portfolio of equity awards described in the table below.

  138. (3) LONG-TERM INCENTIVES

    | LONG-TERM INCENTIVE COMPONENT | DESCRIPTION | PURPOSE | | Performance Units (PUs) | ▲ Three-year cliff vesting based on performance of the following: ▲ ROIC: Funding is subject to meeting a minimum level of ROIC in the third year of the performance period. ▲ Total Revenue and New Product Exit Rate (75%): Revenue performance is measured based on total revenue performance per year averaged over the three-year performance period. The new product exit rate is a modifier that is measured based on the revenue exit run rate of new products in the last quarter of the three-year performance period. (“New Product Exit Rate”) ▲ Relative TSR (25%): TSR performance relative to 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 the continued shift in revenue mix by developing new product revenue streams ▲ Rewards TSR performance relative to a key REIT stock market index | | 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 | ▲ Rewards price appreciation ▲ Provides long-term horizon to minimize possible short-term fluctuations | | Restricted Stock Units (RSUs) | ▲ Vest ratably over three years | ▲ Provides retention and helps build stock ownership ensuring strong alignment with stockholders |

  139. (3) LONG-TERM INCENTIVES

    As a result of the COVID-19 pandemic, in 2021, we rebalanced the mix of RSUs and PUs for the NEOs (other than the CEO) by providing a one-time increase to the RSU grant to enhance executive ownership. This grant has the standard annualized 3-year vesting and will further incentivize shareholder value over the vesting period. For the CEO, the percentage of performance-based equity increased as a result of a one-time PU award resulting in 65% PUs, 23% RSUs and 12% stock options to ensure strong long-term alignment with stockholders. The metrics and goals of the 2021 PU award for the CEO are the same as all other 2021 PU grants. Our long-term incentive program’s mix of incentive components for 2021 was:

  140. (3) LONG-TERM INCENTIVES

    | CEO | OTHER NAMED EXECUTIVE OFFICERS | | | |

  141. (3) LONG-TERM INCENTIVES

    | 42 | |

  142. 2021 PERFORMANCE UNITS

    2021 PERFORMANCE UNITS 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. 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 2021 long-term awards granted to the executives were awarded as PUs that can be earned based on operational and relative TSR performance:

  143. OPERATIONAL PERFORMANCE

    | | PERFORMANCE PERIOD | | | | | | YEAR 1 | YEAR 2 | YEAR 3 | PAYOUT | | ROIC Hurdle | | | | Year 3 goal that must be met to payout any operational measures | | Revenue | Goals set and performance measured annually during the three-year performance period | | | Average of 3 annual performance measurements | | New Product Exit Rate | | | | Modifies total revenue payout by up to +25%. Calculated based on the revenue exit run rate of products in the last quarter of the three- year performance period |

  144. OPERATIONAL PERFORMANCE

    | PERFORMANCE LEVEL | ACTUAL PERFORMANCE AS A % OF TARGET | PAYOUT AS A % OF TARGET(1) | | Threshold | 95% | 50% | | Target | 100% | 100% | | Maximum | 105% | 200% |

  145. RELATIVE TSR PERFORMANCE

    RELATIVE TSR PERFORMANCE The Company’s relative TSR performance during the three-year period beginning in 2021 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.

  146. RELATIVE TSR PERFORMANCE

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

  147. RELATIVE TSR PERFORMANCE

    | Results are interpolated between percentiles.(1) | | Regardless of the TSR percentile rank, if the Company’s absolute TSR is negative, the payout percentage will not exceed 100%.(2) |

  148. RELATIVE TSR PERFORMANCE

    In the first quarter of 2021, the Compensation Committee approved a potential economic value for annual 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 2021 by the Compensation Committee for each NEO:

  149. RELATIVE TSR PERFORMANCE

    | NAMED EXECUTIVE OFFICER | TARGET PUS(1) | RSUS | STOCK OPTIONS | TOTAL(2) | | William L. Meaney | $7,887,500 | $2,775,000 | $1,387,500 | $12,050,000 | | Barry Hytinen | $1,100,000 | $1,135,000 | $— | $2,235,000 | | Ernest Cloutier | $825,000 | $1,015,000 | $— | $1,840,000 | | Deirdre Evens | $825,000 | $995,000 | $— | $1,820,000 | | John Tomovcsik | $825,000 | $995,000 | $— | $1,820,000 |

  150. RELATIVE TSR PERFORMANCE

    | The values shown above reflect the 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.(1) | | The amounts shown include the value of ownership awards in 2021. The ownership awards rebalanced the mix of RSUs for the NEOs other than the CEO. The long-term equity award amount without the ownership award was $2,000,000 for Mr. Hytinen; and $1,500,000 for Mr. Cloutier, Ms. Evens, and Mr. Tomovcsik respectively. For the CEO, the value of PUs increased. For Mr. Meaney, the long-term equity award amount without the additional PU grant was $9,250,000.(2) |

  151. RELATIVE TSR PERFORMANCE

    | 44 | |

  152. RELATIVE TSR PERFORMANCE

    2019 PERFORMANCE UNIT RESULTS In 2019, then-current members of our executive team received awards of PUs based on financial performance (Operational Performance) and relative TSR (rTSR), which vested in 2022 (the “2019 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, 2021, 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 2021 revenue exit run rate of new revenue streams. The rTSR-Based PU payout was based on the Company’s rTSR during the three-year period from 2019 through 2021 measured relative to the MSCI US REIT Index. The overall payout for the 2019 PU Awards was 119.3% of target. OPERATIONAL PU PERFORMANCE RESULTS Following the completion of the performance period for the 2019 PU Awards, the Compensation Committee determined that the Company exceeded the minimum ROIC of 10.5%. The average actual three-year enterprise revenue was 96.5% of the target established by the Compensation Committee. The New Product Exit Rate was 6.3%. The total Operational PU performance was 102.6%. As a result, 76.9% of the target Operational PU payout was earned.

  153. RELATIVE TSR PERFORMANCE

    | | | | | | THRESHOLD | ACTUAL RESULTS | | ROIC | | | | | 10.5% | 13.3% | | | YEAR | GOALS | | | ACTUAL RESULTS | OPERATIONAL COMPONENT | | Revenue Performance(1) (in millions) | 2019 | Threshold (95%) | Target (100%) | Maximum (105%) | $4,287 | | | | | | | | | | | | | $4,162 | $4,320 | $4,536 | | | | | 2020 | Threshold (95%) | Target (100%) | Maximum (105%) | $4,199 | 96.5% | | | | | | | | | | | | $4,265 | $4,431 | $4,652 | | | | | 2021 | Threshold (95%) | Target (100%) | Maximum (105%) | $4,519 | | | | | | | | | | | | | $4,075 | $4,275 | $4,483 | | | | New Product Exit Rate (in millions) | | Threshold (40%) | Target (100%) | Maximum (150%) | $157.4 | 6.3% | | | | | | | | | | | | $80 | $200 | $300 | | | | | | | | | Total Result: | 102.6% | | | | | | | Weighted Result: | 76.9% |

  154. RELATIVE TSR PERFORMANCE

    | Results are based on constant currency.(1) |

  155. RELATIVE TSR PERFORMANCE

    | 2022 PROXY STATEMENT | 45 |

  156. RELATIVE TSR PERFORMANCE

    rTSR-BASED PU PERFORMANCE RESULTS Following the completion of the performance period for the 2019 PU Awards, the Compensation Committee determined that award recipients had earned 169.4% of target for the 2019 rTSR-Based PUs based on the Company’s cumulative rTSR of 87.6% during the period, which represented the 81st percentile of the MSCI US REIT Index.

  157. RELATIVE TSR PERFORMANCE

    | | | | GOALS | | | | | rTSR(1) (percentiles) | Threshold 30(th) | 50(th) | 75(th) | Maximum 90(th) | | | | Actual MSCI US REIT Index Cumulative TSR | | | | | | | | | 4.6% | 29.8% | 71.0% | 133.8% | | | | | | | | | TOTAL RESULT: | 169.4% | | | | | | | WEIGHTED RESULT: | 42.4% |

  158. RELATIVE TSR PERFORMANCE

    | 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%.(1) |

  159. RELATIVE TSR PERFORMANCE

    The historic payouts for Iron Mountain’s PUs are as follows:

  160. 5-YEAR PERFORMANCE UNIT ACHIEVEMENT

    5-YEAR PERFORMANCE UNIT ACHIEVEMENT 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 ESPP and other fringe benefits. Our U.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. Cloutier received additional benefits related to his temporary expatriate assignment in Switzerland. Also, during his temporary expatriate assignment in Switzerland, Mr. Cloutier was eligible for most U.S.-based benefits excluding medical, dental and the executive deferred compensation program.

  161. 5-YEAR PERFORMANCE UNIT ACHIEVEMENT

    | 46 | |

  162. 5-YEAR PERFORMANCE UNIT ACHIEVEMENT

    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:

  163. 5-YEAR PERFORMANCE UNIT ACHIEVEMENT

    | Reviews and approves compensation for our CEO and our other executive team members | ▲ Annually approves a recommendation to the Board for 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. ▲ Annually reviews and approves the salary, short-term and long-term incentive compensation for our other executive team members 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. |

  164. 5-YEAR PERFORMANCE UNIT ACHIEVEMENT

    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 shareholders’ interests.

  165. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    ESTABLISHING FINANCIAL PERFORMANCE GOALS

  166. 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. |

  167. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    | 2022 PROXY STATEMENT | 47 |

  168. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    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 2021. 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 considers the independence of the consultant in accordance with SEC and Nasdaq rules. For 2021, 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, including with respect to the COVID-19 pandemic, compensation best practices, compensation-related regulatory developments, 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 2021, and also in early fiscal 2022 with respect to compensation decisions for fiscal 2021 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:

  169. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    | ▲ | Comparable revenue size and industry; | | ▲ | Similar market capitalization; | | ▲ | Similar capital intensity; | | ▲ | Pays regular quarterly dividends; and | | ▲ | Similar degree of global operations. |

  170. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    Following its annual review of the Peer Group, the Compensation Committee did not make any changes to the Peer Group from the prior year. The chart below lists the Compensation Committee approved Peer Group for 2021:

  171. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    | THE 2021 PEER GROUP INCLUDES THE FOLLOWING COMPANIES: | | | | ABM Industries | Crown Castle International(1) | Prologis(1) | | Alliance Data Systems | Digital Realty(1) | SBA Communications(1) | | Brinks Company | Equifax | Stericycle | | Broadridge Financial | Equinix(1) | Western Union | | Cintas | Global Payments | Weyerhaeuser(1) | | Clean Harbors | Paychex | |

  172. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    | This company is a REIT.(1) |

  173. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    | 48 | |

  174. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    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:

  175. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    | ▲ | 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). |

  176. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    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: 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 2022, 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 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) and certain other executive officers. Prior to the Tax Cuts and Jobs Act of 2017 (“TCJA”), an exception existed for “performance-based” compensation. The Iron Mountain Incorporated 2002 Stock Incentive Plan (the “2002 Plan”) and the 2014 Plan were generally designed such that compensation arising on the exercise of options satisfied the then-effective performance-based exemption. Each of our plans authorizes the Compensation Committee to grant compensation that is partially or wholly nondeductible. 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 TCJA.

  177. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    | 2022 PROXY STATEMENT | 49 |

  178. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    CHANGES TO 2022 COMPENSATION PROGRAM 2022 PERFORMANCE TARGETS The Compensation Committee established the 2022 performance targets for both short-term and long-term incentive awards based on a range of considerations, which continues to factor in the uncertainty relating to the ongoing effects of the COVID-19 pandemic on our business operations and financial performance. The Compensation Committee, however, maintained its approach of identifying challenging yet attainable goals with competitive payouts in order to motivate employee performance. 2022 SHORT-TERM INCENTIVE DESIGN There were no changes made to the structure of short-term incentive program design for 2022. 2022 LONG-TERM INCENTIVE DESIGN The Compensation Committee reviewed the equity award vehicles offered to our equity award participants. As a part of this review, the Compensation Committee noted that the Company’s five-year TSR performance against the MSCI US REIT Index benchmark was at the 77th percentile versus index constituents with the expectation of continued and potentially accelerated growth. Following this review, in order to retain, motivate and incentivize management to continue to support the Company’s accelerated growth over multiple years, the Compensation Committee approved the below changes for our 2022 long-term incentive program:

  179. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    | ▲ | Eliminated the New Product Exit Rate modifier. | | ▲ | Developed the Advanced Revenue Plan (the “ARP”) as part of the Operational PU performance. The ARP rewards management beyond the historical 200% maximum for achieving significant accelerated growth in revenue at the end of three years. The PU program will continue to employ an ROIC hurdle and relative TSR versus the MSCI US REIT Index. | | ▲ | The award composition for our NEOs (other than the CEO) in 2022 will be approximately 75% PUs and 25% RSUs, reflecting an increase to the PU portion (prior to 2021, historic mix has been 55% PUs and 45% RSUs). | | ▲ | For the CEO, the percentage of performance-based equity will be 75% PUs, 10% RSUs 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. |

  180. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    | 50 | |

  181. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    CEO PAY OPPORTUNITY In connection with its annual compensation program review, the Board determined to increase Mr. Meaney’s Long-Term Incentive opportunity for 2022. This increase is based on the Company’s and CEO’s strong performance and future growth expectations (see below).

  182. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    | ELEMENT | 2022 PAY OPPORTUNITY | | CONSIDERATIONS | | | Base Salary | ▲ | Maintained annual base salary at $1,200,000 | ▲ | Salary is appropriately positioned versus market | | Annual Bonus | ▲ | Maintained target bonus at 175% of base salary | ▲ | Target bonus is appropriately positioned versus market | | Long-Term Incentives | ▲ | Increased economic value of long-term incentive awards to $10,500,000 | ▲ | The board has aligned Mr. Meaney’s mix with the significant accelerated growth expectations, resulting in an increased mix of performance-based equity which corresponds to 75% PUs, 10% RSUs and 15% stock options (from the 2021 mix of 65% PUs, 23% RSUs and 12% stock options) ensuring strong long-term alignment with shareholders |

  183. ESTABLISHING FINANCIAL PERFORMANCE GOALS

    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, 2021.

  184. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | 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 | 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 | | | 2019 | $1,097,657 | $– | $7,057,856 | $1,237,537 | $1,439,000 | $56,899 | $10,888,949 | | Barry Hytinen Executive Vice President and Chief Financial Officer | 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 | | Ernest Cloutier Executive Vice President | 2021 | $597,119 | $– | $1,899,821 | $– | $– | $941,433 | $3,438,373 | | | 2020 | $557,695 | $– | $1,528,277 | $– | $601,000 | $1,294,924 | $3,981,896 | | | 2019 | $495,192 | $– | $769,898 | $135,002 | $414,900 | $1,782,123 | $3,597,115 | | Deirdre Evens Executive Vice President and General Manager, Asset Lifecycle Management | 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 | | John Tomovcsik Executive Vice President and Chief Operating Officer | 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 | | | 2019 | $470,193 | $– | $727,115 | $127,501 | $323,190 | $47,265 | $1,695,264 |

  185. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | For a list of 2021 stock and option awards, 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, 2019, 2020 and 2021. 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) | | 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 paid.(7) |

  186. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    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 2019-2021, Mr. Meaney’s spouse occasionally accompanied him on business related travel on private aircraft. There were no incremental costs associated with spousal travel on the Company’s aircraft during the years 2019-2021. The “Swiss Benefits” have been converted to U.S. dollars using the average exchange rate for each year (1 Swiss Franc to $1.0932 for 2021, 1 Swiss Franc to $1.0661 for 2020, and 1 Swiss Franc to $1.0083 for 2019; collectively, “the Swiss Exchange Rates”).

  187. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | 2022 PROXY STATEMENT | 53 |

  188. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    With respect to Mr. Cloutier, the amounts reported in the “All Other Compensation” column include costs of his assignment related benefits while in Switzerland and associated estimated tax equalization payments for tax liabilities during the years 2019-2021, all in connection with his appointment as Executive Vice President & GM, International in 2017 and in accordance with the Cloutier Letter (as defined below). As part of Mr. Cloutier’s tax equalization benefits, the Company makes payments to various tax authorities such that Mr. Cloutier’s tax liability is substantially the same as it would have been had he remained in the United States and not received any assignment-related benefits. The charts below set forth a more detailed breakdown of “All Other Compensation” for 2021.

  189. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | | WILLIAM L. MEANEY | BARRY HYTINEN | ERNEST CLOUTIER | DEIRDRE EVENS | JOHN TOMOVCSIK | | 401(k) Match | $8,700 | $8,700 | $6,635 | $8,700 | $8,452 | | Life Insurance | $360 | $360 | $360 | $360 | $360 | | Parking | $7,800 | $6,240 | $– | $6,240 | $– | | Swiss Benefits | $10,659 | $– | $– | $– | $– | | Swiss Medical Insurance | $29,968 | $– | $– | $– | $– | | International Assignment Costs(9) | $– | $– | $934,438 | $– | $– | | Total | $57,487 | $15,300 | $941,433 | $15,300 | $8,812 |

  190. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | Mr. Meaney’s salary for each of 2019-2021 includes 100,000 Swiss Francs paid in accordance with the Swiss Employment Agreement, converted to U.S. dollars using the Swiss Exchange Rates.(8) | | Includes the following expatriate benefits in connection with Mr. Cloutier’s assignment in Switzerland: $695,655 in tax equalization amounts, $5,688 in tuition expenses, $87,710 in company-paid housing-related expenses, a $46,457 cost of living adjustment, $15,837 for medical insurance, $40,664 for relocation expenses for Mr. Cloutier and his family, $18,536 for car allowance and insurance and $23,891 for miscellaneous expenses related to his assignments (such as tax preparation, language training, immigration expenses, and other expenses).(9) |

  191. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | 54 | |

  192. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    GRANTS OF PLAN-BASED AWARDS FOR 2021 The following table sets forth certain information concerning the grants of plan-based awards to our NEOs during the year ended December 31, 2021. For a description of these awards, see the “Compensation Discussion and Analysis — 2021 Total Direct Compensation Components — Long-Term Incentives” section of this Proxy Statement.

  193. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | 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 | | | 3/1/2021 | N/A | N/A | N/A | N/A | 227,109 | 539,384 | 79,902 | 429,618 | $34.73 | N/A | $12,622,305 | | Barry Hytinen | N/A | $– | $797,500 | $1,669,965 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | 3/1/2021 | N/A | N/A | N/A | – | 31,672 | 75,221 | 32,680 | N/A | N/A | N/A | $2,314,758 | | Ernest Cloutier | N/A | $– | $632,500 | $1,324,455 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | 3/1/2021 | N/A | N/A | N/A | – | 23,754 | 56,416 | 29,225 | N/A | N/A | N/A | $1,899,821 | | 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 | | | 3/1/2021 | N/A | N/A | N/A | – | 23,754 | 56,416 | 28,649 | N/A | N/A | N/A | $1,879,817 | | 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 | | | 3/1/2021 | N/A | N/A | N/A | – | 23,754 | 56,416 | 28,649 | N/A | N/A | N/A | $1,879,817 |

  194. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | 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 209.4% of target, respectively. Non-equity incentive plan awards actually paid by the Company for services rendered in 2021 are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.(1) | | The amounts reported in “Estimated Future Payouts Under Equity Incentive Plan Awards” column, sub-column “Maximum,” reflect that the PUs awarded in 2021 provide the potential to earn up to approximately 237.5% of target, as described under the “2021 Total Direct Compensation Components — Long-Term Incentives” heading in the Compensation Discussion and Analysis section of this Proxy Statement.(2) | | 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.(3) | | 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.(4) |

  195. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | 2022 PROXY STATEMENT | 55 |

  196. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END FOR 2021 The following table sets forth certain information with respect to outstanding equity awards held by our NEOs at December 31, 2021. 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, 2021 of $52.33.

  197. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | | 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 | 23,096(5) | $1,208,614 | 127,029(9) | $6,647,428 | | | 273,184 | – | $31.00 | 2/13/2024 | 51,036(6) | $2,670,714 | 140,347(10) | $7,344,359 | | | 349,247 | – | $48.54 | 2/19/2025 | 4,230(7) | $221,356 | 11,632(11) | $608,703 | | | 829,506 | – | $36.59 | 2/18/2026 | 79,902(8) | $4,181,272 | 227,109(12) | $11,884,614 | | | 461,696 | – | $37.00 | 2/16/2027 | | | | | | | 342,228 | – | $33.72 | 2/15/2028 | | | | | | | 230,196 | 115,099(1) | $35.72 | 2/20/2029 | | | | | | | 174,591 | 349,182(2) | $33.80 | 2/19/2030 | | | | | | | 22,073 | 44,147(3) | $29.55 | 3/9/2030 | | | | | | | – | 429,618(4) | $34.73 | 3/1/2031 | | | | | | Barry Hytinen | | | | | 32,884(13) | $1,720,820 | 27,662(10) | $1,447,552 | | | | | | | 32,883(13) | $1,720,767 | 31,672(12) | $1,657,396 | | | | | | | 15,089(6) | $789,607 | | | | | | | | | 32,680(8) | $1,710,144 | | | | Ernest Cloutier(14) | | | | | 2,520(5) | $131,872 | 13,857(9) | $725,137 | | | | | | | 13,314(6) | $696,722 | 24,408(10) | $1,277,271 | | | | | | | 29,225(8) | $1,529,344 | 23,754(12) | $1,243,047 | | Deirdre Evens | 29,639 | – | $37.00 | 2/16/2027 | 2,380(5) | $124,545 | 13,087(9) | $684,843 | | | 29,037 | – | $33.72 | 2/15/2028 | 8,876(6) | $464,481 | 16,272(10) | $851,514 | | | 23,716 | 11,859(1) | $35.72 | 2/20/2029 | 28,649(8) | $1,499,202 | 23,754(12) | $1,243,047 | | John Tomovcsik | 24,965 | – | $38.83 | 2/19/2025 | 2,380(5) | $124,545 | 13,087(9) | $684,843 | | | – | 11,859(1) | $35.72 | 2/20/2029 | 8,876(6) | $464,481 | 16,272(10) | $851,514 | | | | | | | 28,649(8) | $1,499,202 | 23,754(12) | $1,243,047 |

  198. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | Options vested on February 20, 2022.(1) | | Options vest in two substantially equal installments on February 19, 2022 and February 19, 2023.(2) | | Options vest in two substantially equal installments on March 9, 2022 and March 9, 2023.(3) | | Options vest in three substantially equal installments on March 1, 2022, March 1, 2023 and March 1, 2024.(4) | | RSUs vested on February 20, 2022.(5) | | RSUs vest in two substantially equal installments on February 19, 2022 and February 19, 2023.(6) | | RSUs vest in two substantially equal installments on March 9, 2022 and March 9, 2023.(7) | | RSUs vest in three substantially equal installments on March 1, 2022, March 1, 2023 and March 1, 2024.(8) | | The number of PUs based on Revenue, New Product Exit Rate & ROIC awarded in 2019 included in the table reflects target performance. After the end of the 2021 fiscal year, the Company’s performance was determined resulting in an overall payout of 119.3% of target. The actual earned PUs vested in one installment on February 24, 2022.(9) | | The number of PUs based on Revenue, New Product Exit Rate & ROIC awarded in 2020 included in the table reflects target performance. The Company’s performance will be determined at the end of 2022. The number of TSR-Based PUs awarded in 2020 included in the table reflects target performance. Final TSR performance will be determined at the end of 2022. Earned PUs, if any, will vest in one installment on February 19, 2023.(10) | | The number of PUs based on Revenue, New Product Exit Rate & ROIC awarded in 2020 included in the table reflects target performance. The Company’s performance will be determined at the end of 2022. The number of TSR-Based PUs awarded in 2020 included in the table reflects target performance. Final TSR performance will be determined at the end of 2022. Earned PUs, if any, will vest in one installment on March 9, 2023.(11) | | The number of PUs based on Revenue, New Product Exit Rate & ROIC awarded in 2021 included in the table reflects target performance. The Company’s performance will be determined at the end of 2023. The number of TSR-Based PUs awarded in 2021 included in the table reflects target performance. Final TSR performance will be determined at the end of 2023. Earned PUs, if any, will vest in one installment on March 1, 2024.(12) | | RSUs vest in two substantially equal installments on January 2, 2022 and January 2, 2023.(13) | | Mr. Cloutier is subject to Severance Plan No. 1 and the applicable provisions regarding vesting and forfeitures of option awards and stock awards as of December 31, 2021 as a result of the termination of his employment.(14) |

  199. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | 56 | |

  200. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    OPTION EXERCISES AND STOCK VESTED AT FISCAL YEAR END FOR 2021

  201. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | | 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 | 104,712 | $3,462,504 | | Barry Hytinen | N/A | N/A | 23,985 | $713,890 | | Ernest Cloutier | 115,387 | $595,457 | 14,083 | $460,570 | | Deirdre Evens | 71,528 | $1,518,129 | 11,396 | $373,617 | | John Tomovcsik | 130,686 | $1,732,173 | 11,396 | $373,617 |

  202. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | Includes the payout of accrued cash dividend equivalents.(1) |

  203. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    NON-QUALIFIED DEFERRED COMPENSATION FOR 2021 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 2021 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. Ms. Evens is the only NEO who participated in the EDCP during the year ended December 31, 2021.

  204. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | 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 | $406,224 | N/A | $87,998 | N/A | $978,364 |

  205. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | Deferred compensation accounts are deemed invested in mutual funds managed by third party administrators.(1) |

  206. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | 2022 PROXY STATEMENT | 57 |

  207. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    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:

  208. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | ▲ | 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 “Termination and Change in Control Arrangements” heading below. |

  209. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    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. BARRY HYTINEN In connection with his appointment as EVP & Chief Financial Officer of the Company, effective January 1, 2020, the Company entered into a letter agreement with Mr. Hytinen, dated November 25, 2019 (the “Hytinen Letter”). In addition to standard TDC elements (salary and short and long-term incentives), the Hytinen Letter includes the following provisions:

  210. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | ▲ | Annual base salary of $725,000; | | ▲ | Signing bonus of $1,000,000, which is repayable if Mr. Hytinen leave the Company under certain circumstances within 18 months; | | ▲ | 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, vesting 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. |

  211. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    ERNEST CLOUTIER Mr. Cloutier was initially appointed as EVP & GM, International, of the Company in April 2017, and, in connection therewith, the Company entered into a letter agreement with Mr. Cloutier, dated March 27, 2017 (the “Cloutier Letter”) confirming the terms of Mr. Cloutier’s international assignment. In July 2017, Mr. Cloutier relocated to Switzerland. In November 2019, Mr. Cloutier was appointed as Executive Vice President and General Manager, Global Records and Information Management, and Mr. Cloutier’s international assignment ended in July 2021. On August 6, 2021, the Company and Mr. Cloutier entered into a separation agreement, pursuant to which, as of October 1, 2021, the Company transitioned Mr. Cloutier out of his role as General Manager, Global Records and Information Management, and Mr. Cloutier’s employment was involuntarily terminated as of December 31, 2021. The separation agreement provides the severance benefits as defined by the Company’s Severance Program No. 1, which is part of The Iron Mountain Companies Severance Plan (which itself is part of The Iron Mountain Companies Welfare Plan) and which are more fully described under “Compensation Discussion and Analysis—Components of Compensation—Termination and Change in Control Arrangements—Separation Agreement with Ernest Cloutier” below.

  212. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | 58 | |

  213. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    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, 2021. EQUITY TREATMENT AT RETIREMENT Upon an employee’s retirement on or after attaining age 58, if the sum of (i) the age at retirement plus (ii) years of service at the Company totals at least 70, then such employee will be entitled to continued vesting of any outstanding equity awards. If retirement occurs on or after July 1 in any year, equity award recipients are entitled to full vesting of time-vested stock options and time-vested RSUs granted in that year and prior years. These awards will continue vesting on the original vesting schedule, and the options would 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. Prior to 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) after attaining age 55 and (iii) after completing ten years of employment with the Company, are eligible for pro-rated vesting based on the number of full years completed following the grant date, although the shares underlying the PU award will, nevertheless, 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).

  214. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | 2022 PROXY STATEMENT | 59 |

  215. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    NEO SEVERANCE PROGRAM Messrs. Hytinen, Cloutier and Tomovcsik and Ms. Evens 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:

  216. Pamela M. Arway, Chair Monte Ford Robin Matlock Doyle Simons

    | ▲ | 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% |