Christie Kelly
About Christie Kelly
Christie Kelly (age 64) was elected as an independent director of Iron Mountain (IRM) on October 21, 2025 and appointed to the Audit Committee effective immediately. She is a three-time Fortune 500 CFO with extensive real estate, finance, and strategy experience, including CFO roles at Realty Income (2021–2023), Jones Lang LaSalle (2013–2018), and Duke Realty (2009–2013). She holds a BA in Economics from Bucknell University and has no related-party transactions or family relationships with IRM; she will receive standard non-employee director compensation, including a prorated RSU grant that vests immediately upon grant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Realty Income Corporation | EVP, Chief Financial Officer & Treasurer | 2021–2023 | Not disclosed |
| Jones Lang LaSalle Incorporated (JLL) | EVP & Global Chief Financial Officer | 2013–2018 | Not disclosed |
| Duke Realty Corporation | EVP & Chief Financial Officer | 2009–2013 | Not disclosed |
| Lehman Brothers; General Electric | Senior leadership roles | Not disclosed | Not disclosed |
External Roles
| Company | Role | Tenure Start | Notes |
|---|---|---|---|
| Park Hotels & Resorts | Director | 2016 | Lodging REIT |
| Kite Realty Group Trust | Director | 2013 | Retail REIT |
| Legence Corporation | Director | September 2025 | Public company |
| Gilbane, Inc. | Private Board Member | Not disclosed | Private company |
Board Governance
- Committee assignments: Audit Committee member effective October 21, 2025 . Audit Committee’s responsibilities include overseeing financial statements integrity, audit function, REIT tax compliance, related-person transactions policy, and risk assessment processes .
- Independence: IRM Board annually determines independence; non-employee directors are deemed independent under NYSE standards. Kelly has no arrangements for her election, no Item 404(a) related-party transactions, and no family relationships with IRM directors or officers .
- Stockholder-aligned policies: Director stock ownership guidelines require 6× annual cash retainer; hedging and pledging by directors and executives are prohibited per Insider Trading Policy; clawback policy applies to incentive compensation (primarily executive awards) .
- Attendance: IRM reported that in 2024 each incumbent director attended at least 75% of Board and committee meetings (Kelly joined in 2025; her attendance data is not yet disclosed) .
Fixed Compensation
Standard 2025 non-employee director cash elements (Kelly will receive plan compensation pro rata based on service start date):
| Element | Amount | Notes |
|---|---|---|
| Annual Board retainer (2025) | $90,000 | Increased effective January 1, 2025 |
| Committee member retainer | $15,000 per committee per year | Audit, Compensation, N&G, Finance, Risk & Safety |
| Committee chair retainer | $20,000 per committee per year | Not applicable to Kelly unless later appointed chair |
| Independent Chair retainer | $160,000 | Role currently held by Pamela M. Arway |
Proration for partial-year service applies to both cash and equity for directors joining mid-year .
Performance Compensation
Standard 2025 non-employee director equity and deferral features:
| Component | Value/Terms | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (2025) | $220,000 grant-date value | Immediate vesting on grant date | Shares determined by fair market value at grant |
| Director Deferred Compensation Plan (DDCP) | Cash retainers and RSUs can be deferred into phantom stock; dividends credited; paid in shares per election | N/A | No company match; administered by Compensation Committee Chair |
| Kelly’s initial grant | Prorated annual RSUs under 2014 Plan; immediate vesting | Immediate on grant | Granted effective October 21, 2025 |
Performance metrics are not used for director equity (RSUs vest on grant); IRM performance metrics apply to executive incentive plans, not director compensation .
Other Directorships & Interlocks
| IRM Guideline | Kelly’s Situation | Implication |
|---|---|---|
| Non-executive directors may serve on ≤4 public company boards including IRM | Park Hotels & Resorts (public), Kite Realty Group Trust (public), Legence Corporation (public), IRM (public) | She is at the IRM overboarding limit; monitor time commitments and committee workload for Board effectiveness |
No disclosed related-party transactions or conflicts with IRM customers/suppliers; Audit Committee oversees related-person transactions under IRM’s policy .
Expertise & Qualifications
- Three-time Fortune 500 CFO with deep REIT and real estate services experience; seasoned in capital markets, strategy, and audit oversight .
- Finance leadership across Realty Income, JLL, Duke Realty; prior roles at Lehman Brothers and GE demonstrate broad financial and operational acumen .
- Audit Committee seat aligns with her CFO background and enhances Board financial oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Ownership guidelines | Non-employee directors must hold company stock valued at ≥6× annual cash Board retainer |
| 2025 threshold (derived) | $540,000 (6 × $90,000 retainer) based on 2025 plan |
| Insider trading policy | Hedging and pledging prohibited; pre-clearance required for trades and Rule 10b5-1 plans |
| Initial equity grant | Prorated RSUs vest immediately upon grant dated October 21, 2025 |
| Deferred compensation | Ability to defer cash and RSUs into phantom stock with dividend equivalents; paid in shares |
Beneficial ownership (shares owned, pledged, options) for Kelly has not yet been disclosed in proxy tables; will be reported in future filings (e.g., Section 16 and upcoming proxy) .
Governance Assessment
- Positive signals: Independent appointment to Audit Committee; no 404(a) related-party transactions; robust IRM governance (majority independent Board, independent Chair, annual elections, majority voting) and strong policies (anti-hedging/pledging, clawback, director ownership guidelines) support investor alignment .
- Watch items: Overboarding risk—Kelly is at IRM’s limit of four public boards including IRM; prudent to monitor committee demands and attendance once disclosed to ensure sustained engagement and effectiveness .
- Compensation alignment: Director pay mix is predominantly equity ($220k RSUs, immediate vest) plus modest cash retainers ($90k base + $15k per committee), reinforcing long-term alignment via stock ownership and the DDCP structure .
- Conflicts/related-party exposure: None disclosed; Audit Committee oversight and related-person policy mitigate risk of conflicts .