IRON MOUNTAIN INC (IRM)
Sector: Real Estate
2026 Annual Meeting Analysis
IRON MOUNTAIN INC · Meeting: May 7, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Iron Mountain's 3-year price return of 118.5% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +105.4 percentage points, well above the 65pp trigger threshold for strong-positive TSR, so the TSR trigger does not fire; no overboarding, attendance, or independence concerns identified.
TSR trigger does not apply given IRM's +105.4pp outperformance of ^FNER; Ms. Arway holds 2 public board seats (IRM and DaVita), within the 4-seat limit for non-executive directors, and no other policy concerns are present.
TSR trigger does not apply; Mr. Dauten holds only the IRM board seat among public companies, has 29 years of tenure providing deep institutional knowledge, and no attendance or independence issues were identified.
TSR trigger does not apply; Ms. Felix holds 3 public board seats (IRM, RELX plc, Hiscox Ltd), within the 4-seat limit, and no attendance, independence, or qualification concerns were identified.
TSR trigger does not apply; Mr. Ford holds 3 public board seats (IRM, Akamai Technologies, JetBlue Airways, Centene Corporation — 4 total including IRM), which is at but does not exceed the 4-seat limit for non-executive directors, and no other policy concerns are present.
Ms. Kelly was appointed to the board in October 2025, meaning she has been a director for fewer than 24 months and is fully exempt from the TSR trigger; she holds 3 public board seats (IRM, Park Hotels & Resorts, Kite Realty Group Trust, Legence Corporation — 4 total including IRM), which is at but does not exceed the 4-seat limit, and brings strong REIT financial expertise.
TSR trigger does not apply; Ms. Matlock holds 2 public board seats (IRM and MSCI Inc.), well within the limit, and no attendance, independence, or qualification concerns were identified.
As CEO-director, Mr. Meaney is subject to the same TSR trigger as all other directors, but IRM's +105.4pp outperformance of ^FNER means the trigger does not fire; he holds 2 public board seats (IRM and State Street Corporation), which is at the limit for sitting CEOs (2 outside seats including their own company), and no other concerns are present.
TSR trigger does not apply; Mr. Rakowich holds 3 public board seats (IRM, Host Hotels & Resorts, Ventas), within the 4-seat limit, and brings deep REIT industry expertise with no attendance or independence concerns.
TSR trigger does not apply; Mr. Samuels holds 3 public board seats (IRM, Bristol Myers Squibb, Centene Corporation), within the 4-seat limit, and no attendance, independence, or qualification concerns were identified.
TSR trigger does not apply; Mr. Simons holds 2 public board seats (IRM and Union Pacific Corporation), within the limit, and brings REIT industry expertise as a former timber REIT CEO with no attendance or independence concerns.
All 11 director nominees receive a FOR vote. Iron Mountain's 3-year price return of 118.5% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) benchmark by +105.4 percentage points, which exceeds the 65pp trigger threshold for strong-positive TSR companies — meaning the TSR trigger does not fire for any director. No director exceeds the overboarding limit, all directors met the 75% attendance threshold in 2025, all committees are fully independent, and the board discloses a skills matrix. Christie Kelly, appointed in October 2025, is also exempt from the TSR trigger as a director with fewer than 24 months of tenure.
Say on Pay
✓ FORCEO
William L. Meaney
Total Comp
$17,047,480
Prior Support
96%%
CEO total compensation of $17,047,480 is within a reasonable range for the leader of a ~$30 billion market cap REIT-specialty company with record revenue, EBITDA, and AFFO results in 2025; 93% of CEO pay is at-risk (performance-based equity and bonuses), far exceeding the 50-60% variable pay requirement, with long-term incentives tied to multi-year revenue growth, ROIC, and relative TSR versus the MSCI US REIT Index. Pay-for-performance alignment is strong — IRM's 3-year price return of 118.5% dramatically outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) benchmark, the 2023 performance stock awards paid out at 350% of target reflecting genuinely exceptional shareholder returns of 75.2% TSR over that period, and prior Say-on-Pay support has consistently exceeded 90%, most recently 96% in 2025. The company maintains a robust clawback policy adopted in 2023 covering all incentive compensation, stock ownership guidelines of 6x salary for the CEO, and anti-hedging and anti-pledging policies.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$6,032,000
Non-Audit Fees
$1,903,000
Non-audit fees (tax compliance and advisory work totaling $1,903,000) represent approximately 31.5% of audit fees ($6,032,000), well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of Iron Mountain's size and complexity; auditor tenure was not disclosed in the proxy so the tenure trigger cannot fire; no material financial restatements were identified.
Overall Assessment
Iron Mountain's 2026 annual meeting presents a clean ballot with three standard proposals: director elections, Say-on-Pay, and auditor ratification. All 11 director nominees receive a FOR vote supported by IRM's outstanding stock performance (+105.4pp above the ^FNER benchmark over 3 years), the Say-on-Pay program earns a FOR vote reflecting strong pay-for-performance alignment and 93% of CEO pay at risk, and Deloitte's ratification is straightforward with non-audit fees at only 31.5% of audit fees and no restatement concerns.