Pamela Arway
About Pamela M. Arway
Pamela M. Arway is the independent Chair of Iron Mountain’s Board. She is 71 with 11 years of board tenure at IRM; previously a global executive at American Express, and holds a BA in languages (Memorial University of Newfoundland) and an MBA (Queen’s University, Canada) . She is affirmed independent under NYSE standards, and the Board conducts executive sessions at each meeting; all directors attended at least 75% of Board and applicable committee meetings in 2024 and attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express International, Inc. | President, Japan/Asia Pacific/Australia Region (Singapore) | Oct 2005 – Jan 2008 | Led regional operations, global marketing and government affairs |
| American Express Australia Ltd. | Chief Executive Officer (Sydney) | Dec 2004 – Oct 2005 | Country CEO; commercial growth and regulatory engagement |
| American Express Company, Inc. | EVP & GM, Corporate Travel North America | Jul 2000 – Dec 2004 | Ran North American corporate travel; P&L and strategy |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| DaVita Inc. | Director | Since May 2009 | Public | Current board service |
| The Hershey Company | Non‑executive Director | May 2010 – May 2024 | Public | Former board service |
| Carlson Companies, Inc. | Director | May 2019 – Jul 2021 | Private | Former board service |
Board Governance
- Independent Chair responsibilities include agenda-setting with the CEO, presiding over executive sessions, acting as liaison to management, and engaging major shareholders .
- Committee memberships: Compensation Committee member; Nominating & Governance Committee member .
- Independence: Board affirmed all non‑employee directors (including Arway) are independent under NYSE standards; executive sessions at each Board and committee meeting .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and committee meetings held during their service; all directors standing for re‑election attended the 2024 annual meeting .
- Overboarding policy: Non‑executive directors limited to four public boards, including IRM; Arway’s current external public board count (DaVita) complies .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $275,000 | Per director compensation table |
| Stock awards (RSUs grant‑date fair value) | $189,941 | RSUs granted May 30, 2024; immediate vest |
| Total | $464,941 | Sum of cash and stock awards |
| Independent Chair retainer | $160,000 | Plan term (separate from base board retainer) |
| Annual Board retainer | $85,000 | Non‑employee director cash retainer (2024) |
| Committee member retainer (per committee) | $15,000 | Cash retainer for membership (2024) |
| Committee chair retainer (per committee) | $20,000 | Cash retainer for chair (2024) |
Modifications effective Jan 1, 2025:
- Annual Board retainer increased to $90,000; annual director stock grant value increased to $220,000 .
Performance Compensation
| Award Type | Grant Date | Shares Granted | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (Director annual grant) | May 30, 2024 | 2,385 | $189,941 | Vested immediately | Annual non‑employee director grant; value equals $190,000 divided by fair value per share on grant date |
| Deferred Compensation (DDCP) | N/A | N/A | N/A | N/A | Directors may elect to defer cash/RSUs into phantom stock; no company matching |
No director performance metrics (e.g., TSR, EBITDA) apply to directors’ RSU grants; they are time‑based and vested at grant .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | None in 2024; no relationships requiring Item 404 disclosure; no cross‑committee interlocks with IRM executives |
| Political contributions oversight | Nominating & Governance Committee oversees policy; corporate funds not used for political contributions; IRM PAC funded by employees/directors only |
Expertise & Qualifications
- Significant leadership in global marketing, international business, finance, and government affairs; extensive public company board experience .
- Board‑level skills aligned to IRM’s needs: risk oversight, executive leadership, human capital, public board experience; diverse Board composition supports effective oversight .
Equity Ownership
| Metric (as of Mar 5, 2025) | Value |
|---|---|
| Total beneficial ownership (shares) | 37,947 |
| Vested options (incl. vesting within 60 days) | — |
| Ownership % of shares outstanding | <1% (asterisk) |
| Director stock ownership guidelines | Required minimum equal to 6x annual cash retainer; all non‑employee directors (including Arway) in compliance as of Apr 18, 2025 |
| Hedging/pledging | Prohibited for directors; all directors in compliance as of Apr 18, 2025 |
Insider Filings (References)
| Filing Type | Date (EDGAR) | Link |
|---|---|---|
| Form 4 (IRM – Arway) | 2024 | https://www.sec.gov/Archives/edgar/data/1464822/000102056924000157/xslF345X03/wk-form4_1717450618.xml |
| Form 4 (IRM – Arway) | 2025 | https://www.sec.gov/Archives/edgar/data/1020569/000102056925000122/xslF345X05/wk-form4_1748895343.xml |
| EDGAR index (IRM – Form 4) | 2025 | https://www.sec.gov/Archives/edgar/data/1020569/000102056925000122/0001020569-25-000122-index.htm |
Note: Annual director RSU grants and vesting are disclosed in the proxy; Form 4s provide transaction‑level details. See proxy grant specifics above .
Governance Assessment
- Strengths: Independent Chair structure with robust duties enhances oversight and shareholder engagement . Committee composition is fully independent; Arway sits on Compensation and Nominating & Governance, reinforcing alignment on pay and ESG oversight . Attendance and annual meeting participation standards met; executive sessions held each meeting .
- Alignment: Director ownership guidelines (6x cash retainer) and anti‑hedging/pledging policy support skin‑in‑the‑game; compliance affirmed . Director compensation mix balanced between cash (roles/committee service) and equity (RSUs) .
- Conflicts/Related Parties: No new related person transactions requiring Audit Committee review in 2024; Related Person Transaction policy in place . Overboarding limits observed; Arway’s single current external public board (DaVita) within policy .
- Shareholder signals: IRM’s 2024 Say‑on‑Pay support was approximately 96%, indicating broad investor approval of compensation governance and alignment .
RED FLAGS: None identified regarding pledging/hedging, related party transactions, or attendance; no compensation committee interlocks; director RSUs are time‑based (no performance hurdles), typical for board compensation .