Robin Matlock
About Robin L. Matlock
Independent director at Iron Mountain (IRM); age 59, ~5 years of board tenure as of April 18, 2025. She chairs the Compensation Committee and serves on the Risk & Safety Committee; she is independent under NYSE standards and attended at least 75% of board and relevant committee meetings in 2024. Matlock is a former VMware SVP & CMO (retired January 2021) with deep go‑to‑market and digital transformation expertise; she holds dual B.A. degrees in economics and music from Rice University. She also serves on the board of MSCI Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMware, Inc. | Senior Vice President & Chief Marketing Officer | Jun 2013 – Jun 2020 | Led global go‑to‑market; enterprise digital transformation support |
| VMware, Inc. | Consultant | Jun 2020 – Jan 2021 | Transition/strategic advisory prior to retirement |
| VMware, Inc. | VP, Corporate Marketing | Jul 2009 – Jun 2013 | Corporate marketing leadership |
| Imperva, Inc. | EVP & GM | Dec 2006 – Oct 2008 | General management in enterprise software |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MSCI Inc. (public) | Director | Jun 2022 – present | Current other public company directorship |
| Cohesity, Inc. (private) | Director | Jan 2021 – present | Private software company board |
| People.ai (private) | Director | Jan 2021 – present | Private sales software board |
| Dremio Corporation (private) | Director | Mar 2021 – present | Private data platform board |
| George Mark Children’s House (non‑profit) | Director | Jul 2021 – present | Pediatric palliative care non‑profit |
Board Governance
- Independence and attendance: Board determined all non‑employee directors (including Matlock) are independent under NYSE rules. Each director attended at least 75% of Board and applicable committee meetings in 2024; all directors standing for re‑election attended the virtual 2024 annual meeting .
- Committee assignments: Chair, Compensation Committee (5 meetings in 2024). Member, Risk & Safety Committee (4 meetings in 2024). All committee members are independent .
- Board practices: Executive sessions at each Board and committee meeting; majority voting with resignation policy; robust stock ownership requirements; hedging and pledging prohibited .
- Oversight scope: Compensation Committee also oversees HCM/DEI and compensation risk; Risk & Safety Committee oversees cybersecurity, AI and enterprise risk management .
- Board evaluations: Annual Board and committee self‑evaluations; periodic use of independent third‑party evaluator .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (retainers/committee fees) | $115,000 | Per plan, 2024 standard retainers: Board $85,000; committee member $15,000; committee chair $20,000; Independent Chair of Board $160,000. Individual cash mix not itemized in proxy . |
| 2025 cash retainer change | $90,000 annual Board retainer effective Jan 1, 2025 | Plan update approved by Nominating & Governance Committee . |
Performance Compensation
| Equity Award | Grant Date/Value | Shares/Terms | Vesting/Deferral |
|---|---|---|---|
| Annual RSU grant (director) | May 30, 2024; $189,941 grant date fair value | 2,385 RSUs (for each non‑employee director, except noted exceptions) | Vests immediately on grant; directors may defer RSUs into phantom stock via DDCP . |
| 2025 equity change (plan level) | Annual stock grant value increased to $220,000 effective Jan 1, 2025 | Determined by Fair Market Value on grant date | Eligible for deferral under DDCP; dividend equivalents accrue on phantom stock . |
Director equity at IRM is time‑based; no performance metrics apply to director equity awards. The 2024 RSUs vested immediately on grant, and the DDCP allows deferral into phantom stock; dividends accrue as phantom equivalents .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | MSCI Inc. |
| Overboarding policy | Limit of four public boards for non‑executive directors; Matlock is within limit (IRM + MSCI) . |
| Compensation committee interlocks | None reported for 2024; no relationships requiring Item 404 disclosure; no cross‑committee service between IRM executives and other companies’ committees . |
| Consultant to Compensation Committee | Pay Governance LLC; determined independent; no conflicts in 2024 . |
Expertise & Qualifications
- Go‑to‑market leadership across sales, business development, services, and marketing in enterprise software; digital transformation experience from VMware .
- Technology and public board experience; contributes to Compensation Committee leadership and technology/cyber oversight at the Risk & Safety Committee .
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Beneficial ownership (common shares) | 25,302 shares; <1% of outstanding . |
| Phantom shares (DDCP) | 973 vested phantom shares (deferred) not included in beneficial total . |
| Ownership guidelines | Directors must hold stock equal to 6x annual cash retainer; retain 50% of net shares until in compliance . |
| Compliance | As of April 18, 2025, all non‑employee directors are in compliance . |
| Hedging/pledging | Prohibited for directors and executives . |
Governance Assessment
-
Positives
- Independent committee leadership: Matlock chairs an all‑independent Compensation Committee that met five times in 2024 and oversees pay, HCM/DEI, and compensation risk; use of an independent consultant with no conflicts enhances credibility .
- Strong alignment mechanisms: Director stock ownership guideline (6x retainer), immediate‑vesting equity with deferral, anti‑hedging/anti‑pledging policy; all directors in compliance .
- Board process and engagement: Annual evaluations; executive sessions; robust ERM and AI oversight through Risk & Safety Committee where Matlock serves .
- Shareholder support context: Say‑on‑pay approval ~96% in 2024 signals broad investor confidence in compensation oversight during Matlock’s committee leadership .
-
Watch items / potential risks
- Attendance disclosure is aggregate (≥75% for all directors); no director‑specific attendance rates provided—continue to monitor individual attendance in future proxies .
- Director equity is time‑based (no performance conditions), though mitigated by ownership guidelines and immediate vesting with optional deferral; ensure continued alignment via guideline compliance and equity sizing .
-
Conflicts/related parties
- No related‑party transactions requiring review in 2024; Section 16(a) filings were timely for all insiders .
-
Compensation Committee composition and interlocks
- No compensation committee interlocks or insider participation issues reported for 2024; reduces conflict risk in pay decisions .
Notes on data sources: All information above is drawn from Iron Mountain’s 2025 DEF 14A proxy statement filed April 18, 2025, including director bios, committee roles, director compensation and ownership, governance policies, and related disclosures .