Walter Rakowich
About Walter C. Rakowich
Walter C. Rakowich (age 67) is an independent director of Iron Mountain with 12 years of tenure on the Board as of April 18, 2025. He is the former CEO of Prologis (industrial REIT) and brings corporate finance and accounting expertise; the Board also identifies him as a qualified audit committee financial expert. He holds a B.S. in Accounting from Pennsylvania State University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prologis, Inc. | CEO (2008–2011 pre-merger; co-CEO post-merger until retirement in 2012); prior CFO (1998–2005), President/COO (2005–2008) | 1998–2012 | Led turnaround and merger with AMB; deep industrial REIT, finance, and accounting expertise |
External Roles
| Organization | Role | Tenure (start) | Notes |
|---|---|---|---|
| Host Hotels & Resorts, Inc. (public REIT) | Director | 2012–present | Current public company board |
| Ventas, Inc. (public REIT) | Director | 2016–present | Current public company board |
Iron Mountain’s overboarding policy limits non-executive directors to ≤4 public boards including IRM; Rakowich’s current count (IRM + Host + Ventas) is within this limit .
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board affirmatively determined all non-employee directors, including Rakowich, are independent under NYSE rules; Board committees are 100% independent . |
| Committee assignments (2025) | Audit Committee Chair; member, Nominating & Governance Committee; member, Finance Committee . |
| Audit Committee financial expert | The Board has determined each Audit Committee member (including Rakowich) is an “audit committee financial expert” and financially literate . |
| Executive sessions | Executive sessions held at each Board and committee meeting . |
| Attendance | In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; Board met 4x; Audit 4x; Compensation 5x; Nominating & Governance 5x; Finance 4x; Risk & Safety 4x . |
| External auditor oversight | As Audit Chair, signed the Audit Committee Report recommending inclusion of 2024 audited financials in the 10-K and approving reappointment of Deloitte & Touche LLP for 2025 . |
Fixed Compensation
| Component (2024) | Amount | Detail/Mechanics |
|---|---|---|
| Annual Board retainer (non-employee directors) | $85,000 | 2024 plan; increased to $90,000 effective Jan 1, 2025 . |
| Committee member retainer (per committee) | $15,000 | For each committee membership (Audit/Comp/N&G/Finance/Risk & Safety) . |
| Committee Chair retainer (per committee) | $20,000 | Applies to committee chairs; Rakowich chaired Audit . |
| Fees earned or paid in cash — Rakowich (2024) | $150,000 | Aggregate cash for Board/committee service . |
| Stock awards (RSUs) — Rakowich (2024) | $189,941 | Grant of 2,385 RSUs on May 30, 2024; immediate vesting on grant date . |
| Total 2024 director compensation — Rakowich | $339,941 | Sum of cash + stock . |
| 2025 Director plan changes | n/a | Annual Board retainer to $90,000; annual equity grant value to $220,000, effective Jan 1, 2025 . |
RSUs for non-employee directors vest immediately on grant; directors may elect to defer cash retainers and/or RSUs into phantom stock under the Director Deferred Compensation Plan (DDCP) .
Performance Compensation
Directors do not receive performance-based incentives; annual equity grants are time-based RSUs that vest immediately and may be deferred into phantom stock under the DDCP. No performance metrics (e.g., revenue, EBITDA, TSR) apply to director compensation at IRM .
| Director Equity Grant Mechanics (2024) | Details |
|---|---|
| Instrument | RSUs equal to $190,000 at grant-date fair value (2,385 RSUs for most directors) . |
| Grant date | May 30, 2024 (2024 Annual Meeting) . |
| Vesting | Immediate on grant . |
| Deferral | Optional deferral of cash and/or RSUs into phantom stock under DDCP; payable in common stock per elected timing; no company match . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | Host Hotels & Resorts, Inc.; Ventas, Inc. . |
| Interlocks/Conflicts | No related party transactions requiring Audit Committee review were reported for 2024; Audit Committee oversees related person transaction approvals under written policy . |
| Overboarding check | Within IRM guideline (≤4 public boards for non-executives) . |
Expertise & Qualifications
- Industry leadership: Former CEO, Prologis (industrial REIT), with prior CFO and COO experience; significant corporate finance/accounting expertise .
- Audit leadership: Audit Committee Chair; identified as an audit committee financial expert under SEC rules; financially literate per NYSE standards .
- Board experience: Long-tenured IRM director (12 years) with service on multiple IRM committees and two other public REIT boards .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (IRM common) | 35,166 shares | As of March 5, 2025; less than 1% . |
| Vested options | — | None reported for Rakowich . |
| Ownership guidelines | 6x annual cash Board retainer value; directors must retain 50% of net shares until compliant . | |
| Compliance status | All non-employee directors are in compliance as of April 18, 2025 . | |
| Hedging/pledging | Hedging and pledging of Company stock prohibited for directors and executives . | |
| Deferred equity | No phantom shares disclosed for Rakowich; DDCP available for optional deferral . |
Governance Assessment
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Strengths and investor confidence signals
- Independent Audit Committee Chair with SEC “financial expert” designation; direct oversight of auditor independence and internal controls; authored Audit Committee Report and supported auditor reappointment .
- Clear independence determination; committees fully independent; executive sessions at each Board/committee meeting .
- Strong ownership alignment: meaningful stock ownership guidelines (6x retainer), mandatory net share retention until compliance, anti-hedging/anti-pledging policy; Board reports full compliance .
- No related party transactions reported for 2024; robust Related Persons Policy with Audit Committee approval requirement .
- Engagement: Board met 4x in 2024; each director met ≥75% attendance on Board/committees; Rakowich sits on multiple committees (Audit Chair; N&G; Finance) indicating active involvement .
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Monitoring points
- Outside board service: two additional public company boards (Host, Ventas) remain within IRM’s overboarding limit; continue to monitor workload and potential time constraints typical of multi-board directors .
- Director equity structure: RSUs vest immediately (lower retention leverage), though net share retention and ownership guidelines partially mitigate this .