Mithu Bhargava
About Mithu Bhargava
Executive Vice President and General Manager, Digital Solutions at Iron Mountain (appointed January 2023). Age 46; education includes a B.E. in Computer Engineering (University of Mumbai), M.S. in Computer Networking (NC State), and MBA (MIT Sloan) . During her tenure, IRM delivered company-level records in 2024: revenue $6.15B (+12% y/y), Adjusted EBITDA $2.24B (+14% y/y), and AFFO $1.34B (+11% y/y) . Five-year TSR through 12/31/2024 was 329%, ranking at the 100th percentile vs IRM’s compensation peer group and above the MSCI US REIT Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Solifi | President | Jun 2022 – Dec 2022 | Led fintech platform operations; senior P&L leadership in digital financial software |
| NCR Corporation | EVP (Aug 2021–Apr 2022); SVP & GM, Global Professional Services (May 2018–Aug 2021) | 2018–2022 | Scaled global services/digital execution across enterprise clients |
| Akamai; Dell-EMC | Executive leadership roles in digital sales, services, engineering | Prior to 2018 | Enterprise-scale digital delivery and GTM leadership |
External Roles
| Organization | Role | Years |
|---|---|---|
| — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $500,000 | $500,000 |
| Target Bonus (% of salary) | — | 70% |
| Actual STI Payout (% of target) | — | 150.0% (124.9% corporate x 1.20 individual multiplier) |
| Actual STI Paid ($) | — | $525,000 (paid Q1’25) |
Notes:
- 2024 STI corporate payout factors: Adjusted EBITDA+Revenue component 124.9%; AFFO/share 141.3%; Strategic Objectives 128.2%; negative discretionary adjustment applied to reach 124.9% corporate before the individual multiplier .
Performance Compensation
Short-Term Incentive (STI) Design and 2024 Results
| Metric | Weight | Target/Calibration | 2024 Results | Payout (weighted) |
|---|---|---|---|---|
| Adjusted EBITDA + Revenue | 40% | Matrix: 50% at ~97%/95%; 100% at 100%/100%; 200% at 107%/105% | EBITDA $2,254mm vs $2,200mm; Revenue $6,180mm vs $6,170mm | 124.9% |
| AFFO per share (cc) | 30% | 50%–150% scale (target set annually) | 2024 payout factor 141.3% | 141.3% |
| Strategic Objectives | 30% | Customer cross-sell; Core Strength (MW booked, volume, ALM, Digital revenue); Sustainability & DEI | Aggregate payout 128.2% (e.g., cross-sell 150%; MW booked 126.7%; Digital revenue 123.5%) | 128.2% |
| Individual Multiplier | ±25% | Based on role execution | 20% for Bhargava | 20% |
STI corporate payout (pre-individual) was 124.9% after a negative discretionary alignment to broad employee payouts; Bhargava’s individual multiplier of +20% brought her to 150% of target .
Long-Term Incentive (LTI) Structure (2024 grants)
| Component | Weight | Performance/Design | Payout Curve / Hurdles |
|---|---|---|---|
| Performance Units (PUs) – Operational | 75% | Core Plan: 3-year average revenue vs annual goals; ROIC hurdle in year 3 | 50% at ~96%; 100% at 100%; 200% at 105% (Core) |
| Performance Units (PUs) – Advanced Revenue Plan (ARP) | Switch from Core if hurdles met | If positive absolute TSR and a year-3 revenue hurdle met; aligns to accelerated growth | 300% at ~98%; 350% at 100%; 400% at 107%; subject to ROIC |
| Relative TSR modifier | 25% | rTSR vs MSCI US REIT (3 yrs) | 50% at 30th; 100% at 50th; 150% at 75th; 200% at 90th; capped at 100% if absolute TSR negative |
Bhargava’s 2024 target LTI economic value was $1,950,000 (100% PUs per “Equity Choice”) . Her 2024 grant reflected 24,065 target PUs (max 84,277), grant date fair value $2,213,258 (Monte Carlo for TSR component) .
2022 PU Outcome (vested March 2025; company-wide)
- ROIC and ARP revenue hurdles met; operational weighted payout 300% .
- rTSR 147.5% (99.4th percentile), weighted rTSR payout 50% (200% unweighted) .
- Combined payout 350% of target, reflecting outsized revenue growth and TSR .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 13,054 shares as of March 5, 2025 (<1%) |
| Unvested RSUs | 5,325 (vest over 2024–2026 schedule) |
| Unearned PUs (as of 12/31/2024) | 46,356; 54,565; 30,081 with reported market values $4.87m; $5.74m; $3.16m respectively at $105.11 close (12/31/2024) |
| Options | None listed for Bhargava |
| 2024 Vested Stock | 17,629 shares vested; $1,863,617 value including dividend equivalents |
| Ownership Guidelines | EVP guideline = 2x salary; all execs in compliance as of Mar 2025 |
| Hedging/Pledging | Prohibited by policy; executives compliant as of Apr 18, 2025 |
| Clawback | NYSE/SEC-compliant clawback adopted Nov 30, 2023; applies to incentive comp (cash and equity) |
Note: Attempted to retrieve Form 4 insider transactions for “Mithu Bhargava” (2023–present) to quantify sales/withholding patterns; data could not be fetched due to authorization error. Consider follow-up monitoring around vest dates for selling pressure.
Employment Terms
| Provision | Details |
|---|---|
| Role/Start | EVP & GM, Digital Solutions; appointed January 2023 |
| Severance Program | Severance Program No. 1: upon termination without cause/for good reason, 1x base salary plus bonus based on 3-year average payout factor; 12 months COBRA share; outplacement; RSUs/options scheduled to vest within 12 months accelerate; PUs pro-rata based on time and actual performance (paid at original vest date) |
| Change-in-Control | Double-trigger equity acceleration; qualifying termination in connection with CIC provides cash/benefits and full equity acceleration per plan |
| Restrictive Covenants | Severance conditioned on separation/release and confidentiality/non-compete agreements (continued compliance required) |
Estimated payouts (effective as of 12/31/2024 assumptions):
- Termination without cause/for good reason: Cash $957,800; Benefits $40,254; Equity acceleration $8,747,737; Total $9,745,791 .
- Qualifying termination in connection with change-in-control: Cash $957,800; Benefits $40,254; Equity acceleration $18,234,852; Total $19,232,906 .
Performance Compensation – 2024 Detail Table (Enterprise Metrics)
| Metric | Weight | Target | Actual/Result | Payout |
|---|---|---|---|---|
| Adjusted EBITDA (mm) | 40% (paired with Revenue) | $2,200 | $2,254 | 124.9% (matrix) |
| Revenue (mm) | 40% (paired with EBITDA) | $6,170 | $6,180 | 124.9% (matrix) |
| AFFO per share (cc) | 30% | Proprietary target | 2024 achievement scale outcome | 141.3% |
| Strategic Objectives (aggregate) | 30% | Various | Aggregate result | 128.2% |
Compensation Structure Analysis
- High at-risk mix: Bhargava’s 2024 comp tilted to performance with 70% STI target and 100% PUs for LTI via Equity Choice, aligning pay to revenue growth, ROIC, and rTSR outcomes .
- Consistency and restraint: Base salary flat at $500k in 2023 and 2024; target STI unchanged at 70%, suggesting emphasis on outcome-based pay rather than fixed pay inflation .
- Payout discipline: 2024 corporate STI payout was trimmed by a negative discretionary adjustment to align with broad employee payouts, indicating governance sensitivity; Bhargava’s final payout reflected a +20% individual multiplier, consistent with peers .
- LTI levered to growth/TSR: 2022 PUs paid 350% given exceptional revenue and TSR performance; 2025 design tightens upside if absolute TSR is negative, adding robustness to pay-for-performance .
Investment Implications
- Alignment and upside leverage: Bhargava’s incentives are tightly aligned to IRM’s revenue, ROIC, and rTSR, with 2024 LTI 100% in PUs (no RSUs), creating high sensitivity of realized pay to multi-year execution in Digital Solutions and enterprise growth .
- Retention and potential selling pressure: Material unearned PUs ($13.8m aggregate reported market value across cycles as of 12/31/2024) and scheduled RSU vests support retention but can create episodic selling/withholding flows around vest dates; 2024 saw 17,629 shares vest for Bhargava, with no option exercises .
- Governance protections: Prohibitions on hedging/pledging, robust clawback, and executive ownership guidelines (EVP 2x salary; all in compliance) reduce misalignment and risk flags often tied to insider liquidity .
- Downside risk guardrails: Severance/CIC terms are standard (no excise tax gross-ups; double-trigger equity), with pro-rata treatment on PUs outside a CIC, balancing retention with shareholder protections .
References:
- IRM 2025 DEF 14A (filed 4/18/2025):
- IRM 2024 DEF 14A (filed 4/19/2024) for comparative program structure: