Kent Dauten
About Kent P. Dauten
Independent director of Iron Mountain; age 69; 28 years of Board service as of April 18, 2025. Chairman of Keystone Capital (since 2017), previously Managing Director since founding the firm in 1994; former president of HIMSCORP, a records management company Iron Mountain acquired in 1997. Education: BA in Economics (Dartmouth) and MBA (Harvard). The Board affirms his independence under NYSE standards and notes all non-employee directors met attendance expectations in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keystone Capital | Chairman | Since Sep 2017 | Private investment leadership/capital markets experience |
| Keystone Capital | Managing Director | Feb 1994–Sep 2017 | Business management and capital allocation expertise |
| HIMSCORP, Inc. | Former President | Not disclosed; IRM acquired HIMSCORP in 1997 | Deep records management industry knowledge; prior lead independent director of IRM |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Health Management Associates, Inc. | Director | Nov 1988–Aug 2013 | Prior public board experience |
| Current public company boards | — | — | None disclosed in IRM’s 2025 proxy nominee summary |
Board Governance
- Committee assignments and 2024 activity:
- Audit Committee: Member; 4 meetings in 2024; Audit members deemed “audit committee financial experts” and financially literate .
- Nominating & Governance Committee: Member; 5 meetings in 2024 .
- Finance Committee: Member; 4 meetings in 2024 .
- Independence and attendance: Board confirms all non-employee directors (including Dauten) are independent; each incumbent director attended at least 75% of Board and committee meetings in 2024 .
- Board structure and leadership: Independent Chair; executive sessions at each Board and committee meeting; hedging and pledging of Company stock by directors prohibited .
- Director overboarding policy: limit of four public company boards for non-executives; Dauten shows no current public company boards beyond IRM in proxy summary .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Board Cash Retainer | $85,000 | Standard non-employee director retainer |
| Committee Member Retainers | $45,000 | $15,000 each for Audit, Nominating & Governance, Finance |
| Total Cash Fees | $130,000 | As reported for Dauten |
| Equity Grant (RSUs) | $189,941 | 2,385 RSUs granted May 30, 2024; vested immediately |
| 2025 Change (Board retainer) | $90,000 | Effective Jan 1, 2025 |
| 2025 Change (Annual RSU value) | $220,000 | Effective Jan 1, 2025 |
Performance Compensation
- Director equity is time-based (RSUs vest immediately); no performance-based components for directors disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Prior public boards | Health Management Associates, Inc. (1988–2013) |
| Compensation Committee interlocks | None reported by the company for 2024; Dauten is not listed as a Compensation Committee member |
Expertise & Qualifications
- Audit committee financial expert and financially literate (by Board determination) .
- Capital markets and business management expertise (Keystone Capital) .
- Deep records management industry knowledge (former HIMSCORP president; IRM acquisition in 1997) .
- Extensive Board tenure and prior lead independent director experience at IRM .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Kent P. Dauten | 1,205,432 | Less than 1% of outstanding shares |
- Director stock ownership guidelines: must hold ≥6× annual cash retainer; all non-employee directors are in compliance as of April 18, 2025 .
- Hedging and pledging: prohibited by policy; all directors in compliance with the Insider Trading Policy as of April 18, 2025 .
Governance Assessment
- Strengths:
- Multi-committee engagement (Audit, N&G, Finance) with formal risk, governance, and capital oversight responsibilities; Audit membership designates him as a financial expert .
- Strong alignment: substantial beneficial ownership and compliance with strict director ownership guidelines; anti-hedging/anti-pledging policy in place .
- Independence affirmed and attendance thresholds met in 2024; executive sessions at every meeting support independent oversight .
- No related-party transactions requiring Audit Committee review in 2024, reducing conflict risk .
- Watch items / potential red flags:
- Very long tenure (28 years) can raise questions about perceived independence over time despite formal independence determinations .
- Historical connection to HIMSCORP (acquired by IRM in 1997); while no current related-party exposure disclosed, prior ties warrant continued monitoring under the Related Persons Policy .