Mark Kidd
Executive Vice President and General Manager, Data Centers & Asset Lifecycle Management at IRON MOUNTAIN
Executive
About Mark Kidd
Mark Kidd is Executive Vice President and General Manager, Data Centers & Asset Lifecycle Management (ALM) at Iron Mountain (IRM). He has been in this role since February 2023 and previously led the Data Centers business (2019–2023); he joined IRM in 2003 after investment banking at Thomas Weisel Partners. Age 45; B.A. in Economics from Harvard University . Company performance under his purview’s growth engines was strong in 2024: Data Center revenue +25% with 116 MW leases and potential capacity expanded to 1.280 GW, and ALM revenue +119% (28% organic) driven by the Regency Technologies acquisition and hyperscale customers . IRM delivered 2024 revenue of $6.15B (+12% YoY) and Adjusted EBITDA of $2.24B (+14% YoY; margin 36.4%), with 5-year TSR of 329% through 12/31/24 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Iron Mountain | EVP & GM, Data Centers & ALM | Feb 2023–present | Leads IRM’s highest-growth platforms (DC, ALM) central to Project Matterhorn |
| Iron Mountain | EVP & GM, Data Centers | Feb 2019–Feb 2023 | Scaled DC platform; multi‑year 100+ MW leasing pace |
| Iron Mountain | SVP & GM, Data Centers | Apr 2013–Feb 2019 | Expanded footprint/capacity foundation |
| Iron Mountain | SVP, Enterprise Strategy | Jan 2010–Apr 2013 | Portfolio & capital management initiatives |
| Iron Mountain | Strategy/Portfolio roles | Sep 2003–Jan 2010 | Corporate strategy; capital allocation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thomas Weisel Partners | Investment Banking | Pre‑2003 | Capital markets and advisory experience |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $575,000 | No 2024 salary increase |
| Perquisites/Other | $1,695,561 | International assignment costs ($1,537,262 incl. $1,053,491 Swiss tax equalization); misc. benefits and tax gross-ups related to expatriate policy |
Performance Compensation
2024 Short-Term Incentive (STI)
| Element | Weight | Target/Payout Design | 2024 Company Payout | Individual Multiplier | Final Payout for Kidd |
|---|---|---|---|---|---|
| Adjusted EBITDA & Revenue | 40% | Max 200% if both exceed rigorous thresholds | 124.9% (after negative adjustment) | 15% | 143.7% of target; $826,000 |
| AFFO per Share (cc) | 30% | Max 150% | 141.3% | ||
| Strategic Objectives | 30% | Mix of cross-sell, DC MW booked, ALM/Digital revenue, DEI/Emissions | 128.2%; included 116 MW booked (126.7% payout) and ALM Revenue metric at 80.6% | ||
| Final Corporate Payout (pre-individual) | — | Negative discretionary adjustment to align with broader workforce | 124.9% | — | — |
Additional detail on 2024 strategic objective outcomes:
- Cross-selling: 150.0% payout; DC megawatts booked: 126.7%; ALM revenue: 80.6%; Digital revenue: 123.5%; DEI/Emissions averaged >120% .
2024 Long-Term Incentive (LTI)
| Award Type | Target Value | Structure | 2024 Grant Details |
|---|---|---|---|
| Performance Units (PUs) | $3,250,000 | 3-year cliff; 75% operational revenue with ROIC hurdle (Core Plan or Advanced Revenue Plan “ARP”), 25% rTSR vs MSCI US REIT; max up to 300%–400% unweighted under ARP (weighted 350% cap) | Granted 3/1/2024; target 40,108 PUs; max 140,378 PUs; fair value $3,688,733 |
| RSUs | — | Not elected (100% PUs via Equity Choice) | — |
Performance calibration examples:
- Core Plan revenue thresholds: 96% (50% payout) to 105% (200% unweighted) averaged over 3 years (subject to 2026 ROIC hurdle) .
- ARP: requires positive absolute TSR and a year‑three revenue hurdle; unweighted payout 300% (98%) to 400% (107%) .
- rTSR vs MSCI US REIT payout: 50% at 30th percentile to 200% at 90th, capped at 100% if absolute TSR negative .
2022 PU cycle (vested Mar 2025) paid at the plan max: 350% weighted (300% operational under ARP + 50% rTSR) on exceptional revenue growth (to $6.536B cc) and 147.5% absolute TSR (99th percentile vs MSCI US REIT) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 97,081 shares; options vested 111,233; <1% of outstanding |
| Shares Outstanding (Ref) | 294,968,183 as of 4/1/2025 |
| Ownership as % Outstanding | ≈0.03% (97,081 / 294,968,183) |
| Outstanding Equity (12/31/2024) | RSUs unvested: 2,819 (vest 3/1/2025); Unearned PUs across 2022–2024 cycles with market values shown; multiple option grants outstanding (legacy) |
| Option Inventory (select) | Exercisable options with strikes ~$31.46–$37.00 expiring 2026–2029; multiple tranches outstanding |
| 2024 Realizations | Options exercised: 5,834 shares; value realized $245,627; stock vested: 33,215 shares; value $2,933,055 (incl. dividend equivalents) |
| Ownership Guidelines | EVPs must hold 2x base salary; all executives in compliance as of March 2025 |
| Hedging/Pledging | Prohibited; no pledging; 10b5‑1 plan controls; all executives in compliance as of 4/18/2025 |
| Clawback | SEC/NYSE-compliant clawback adopted Nov 30, 2023; restatements and certain misconduct trigger recoupment (includes time‑vesting awards) |
| Deferred Comp | EDCP available; none of the NEOs participated in 2024 |
Employment Terms
| Topic | Mark Kidd (NEO Severance Program No. 1) |
|---|---|
| Current Role Effective | Feb 2023; EVP & GM, Data Centers & ALM |
| Severance (No CoC) | Cash: 1x base salary + bonus equal to target × average prior 3-year payout; COBRA employer share until earlier of 12 months or COBRA end; 12 months outplacement; RSUs/options vesting within 12 months accelerated; PUs pro‑rated (33.3%/<12m, 66.6%/12–24m, 100%/≥24m) payable per original schedule based on actual performance |
| Change in Control (Equity) | Double‑trigger equity vesting upon qualifying termination in connection with “vesting change in control” (also accelerations per plan definitions) |
| Estimated Benefits (No CoC; 12/31/2024) | Cash severance $1,343,967; benefits $75,719; equity acceleration $18,150,490; Total $19,570,176 |
| Estimated Benefits (Qualifying Termination with CoC; 12/31/2024) | Cash severance $1,343,967; benefits $75,719; equity acceleration $32,534,469; Total $33,954,154 |
| Retirement/Death/Disability Equity | Continued vesting at retirement if age/service rule met; full vest of RSUs and prorated PUs on death/disability; options vest and remain exercisable for 1 year on death/disability |
| Non‑Compete/Non‑Solicit | Execution of separation & release and confidentiality/non‑competition is a condition to receiving severance; specific durations not disclosed |
| Tax Gross‑Ups | Company-wide policy: no excise tax gross‑ups for CoC; however, Kidd received expatriate assignment-related tax equalization/gross‑ups per GMTEQ policy (e.g., $1,053,491 in Swiss tax equalization in 2024) |
Compensation Structure Analysis
- Mix and “at-risk” pay: EVPs average 86% of TDC at-risk via STI/LTI; Kidd’s 2024 target STI 100% of salary and LTI target $3.25M with 100% PUs concentrates upside/downside to multi‑year revenue/TSR outcomes .
- Metric rigor and alignment: STI emphasizes Adjusted EBITDA/Revenue (40%), AFFO/share (30%), and strategic drivers (30%) including DC MW bookings and ALM/Digital revenue—directly tied to Kidd’s business lines .
- Payout discipline: Committee applied a negative discretionary adjustment to the 2024 STI corporate payout (from ~130.8% to 124.9%), moderating bonuses versus plan math .
- LTI leverage: 2022 PUs vesting at 350% in March 2025 creates material realizable value; future cycles retain ROIC hurdles and rTSR caps when absolute TSR is negative, moderating windfalls in down markets .
Company Performance Context (Revenues)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenue ($USD Millions) | $4,147 | $4,492 | $5,104 | $5,480 | $6,150 |
Additional 2024 performance: Adjusted EBITDA $2.24B; margin 36.4% . Segment highlights: Data Center revenue +25% to $620M; 116 MW leases; capacity 1.280 GW; ALM revenue +119% .
Say‑on‑Pay & Peer Group
- Say‑on‑Pay support: ~96% “FOR” at 2024 meeting, consistent with multi‑year strong support .
- Peer group: Hybrid REIT and B2B services peers (e.g., Equinix, Digital Realty, Prologis, Crown Castle, ABM, Cintas) used for market calibration .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; all executives in compliance—reduces alignment risk tied to collateralized holdings .
- Clawback: Robust policy (restatements and certain misconduct) covering time‑vesting awards limits downside governance risk .
- Tax gross‑ups: No CoC gross‑ups; however, expatriate assignment tax equalization and gross‑ups are significant (policy‑based; $1.05M Swiss tax equalization in 2024)—watch optics but typical under global mobility programs .
- Equity overhang/utilization: Program scale monitored; 2025 proposal to add 4.6M shares to plan; overhang would rise from ~3.0% to ~4.5% if approved (company‑wide) .
Investment Implications
- Alignment: Kidd’s pay is tightly linked to revenue growth, ROIC, and relative TSR, with 100% of 2024 LTI in PUs—high leverage to execution of Data Centers and ALM growth vectors (positive alignment signal) .
- Retention/selling pressure: Large unvested/granted PUs plus 2022 PU payout at 350% (vested Mar 2025) and 2024 vesting/option exercises create periodic liquidity events; 2024 realized value included $2.93M from stock vesting and $0.25M from option exercises, implying ongoing 10b5‑1‑driven selling to cover taxes/estate liquidity rather than red‑flag discretionary selling .
- Change‑in‑control economics: Double‑trigger equity acceleration and sizable equity value upon CoC termination (estimated $33.95M total) supports retention but could be value‑significant in M&A scenarios—monitor incentive neutrality .
- Execution risk: 2024 strategic outcomes show strength in DC MW bookings (above target) and Digital revenue, but ALM revenue metric underperformed target (80.6% payout), underscoring integration/volume risks within ALM’s rapid scale‑up .
- Governance backdrop: Strong say‑on‑pay support, anti‑pledging policy, and comprehensive clawback are positives; expatriate tax equalization optics merit monitoring but are policy‑standard .
Overall, compensation design strongly incentivizes continued scale in Data Centers and ALM with multi‑year revenue/ROIC/TSR focus; the vesting cadence and prior cycle outperformance suggest episodic supply from vesting but not governance‑driven red flags. Continued monitoring of ALM execution and DC capacity leasing against plan will be key to forward payouts and insider selling cadence .