William Meaney
About William Meaney
William L. Meaney is President and Chief Executive Officer of Iron Mountain (CEO since January 2013) and a director on the company’s board. He is 65 and holds a B.S. in Mechanical Engineering (RPI) and an M.S. in Industrial Administration (Carnegie Mellon) . Under his tenure, IRM delivered five-year cumulative TSR of 329% vs. 23% for the MSCI US REIT Index (to 12/31/2024), with 92% of CEO pay at risk, aligning incentives to performance . In 2024, IRM achieved record results: revenue $6.15B (+12%), Adjusted EBITDA $2.24B (+14%), and AFFO $1.34B ($4.54/share) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Zuellig Group | Chief Executive Officer | 2004–2012 | Led large B2B conglomerate; global operating and capital allocation expertise cited as qualification for IRM board . |
| Swiss International Air Lines | Managing Director & Chief Commercial Officer | 2002–2004 | Commercial leadership for international carrier; global operations experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| State Street Corporation | Director (public company) | Current | Current public company directorship . |
| Qantas Airways Limited | Director (public company) | 2012–2018 | Prior public company board experience . |
| FM Global (NY Advisory Board) | Advisory board member | Until 2019 | Private mutual insurer . |
| Carnegie Mellon University | Trustee | Until 2017 | Prior non-profit board service . |
| Rensselaer Polytechnic Institute | Trustee | Until 2018 | Prior non-profit board service . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) |
|---|---|---|
| 2022 | 1,179,902 | 71,387 |
| 2023 | 1,186,723 | 86,867 |
| 2024 | 1,188,632 | 93,753 |
- 2024 base salary maintained at $1,200,000; no changes from 2023; salaries effective March 2024 .
- Swiss-related elements: portion of salary in Swiss Francs and reimbursement for Swiss medical insurance per CEO Offer Letter and Swiss employment agreement .
Performance Compensation
Short-Term Incentive (STI) – 2024 design and payout
- Metrics: Revenue, Adjusted EBITDA, AFFO per share, plus strategic objectives and individual multiplier; financial component weighted 70% (0–200% payout range); total payout range up to 212.5% of target .
- CEO target: 175% of base salary; target opportunity $2,100,000 .
| Item | Value |
|---|---|
| Corporate STI payout (% of target) | 124.9% |
| Individual multiplier | 20% |
| Final payout (% of target) | 150.0% |
| Dollar payout | $3,147,000 |
Long-Term Incentive (LTI) – Structure and 2024 grants
- Core LTI metrics: 75% operational performance (ROIC hurdle + revenue goals) and 25% relative TSR vs. MSCI US REIT; negative absolute TSR caps TSR-based payout at 100% .
- Advanced Revenue Plan (ARP) overlay: requires ROIC hurdle, positive absolute TSR, and year-three revenue hurdle; revenue performance scale (as % of target) maps to 300%/350%/400% payouts at threshold/target/maximum, respectively .
| LTI Target Economic Value (2024) | PUs | RSUs | Stock Options | Total |
|---|---|---|---|---|
| William L. Meaney | $10,625,000 | — | $1,875,000 | $12,500,000 |
| 2024 Grant (3/1/2024) | Target PUs (#) | Max PUs (#) | RSUs (#) | Options (#) | Exercise Price | Grant-date FV ($) |
|---|---|---|---|---|---|---|
| CEO | 131,124 | 458,934 | 83,054 | 83,054 | $81.03 | $13,934,501 |
- Option vesting: three equal annual installments beginning 3/1/2025 (2014 Plan) .
- 2022 PU results (vested March 2025): Weighted payout 350% of target (Operational 300% under ARP + rTSR 50%); drivers included >$2B revenue growth to $6.536B constant currency and 147.5% TSR (99th percentile vs. MSCI US REIT) over 2022–2024 .
Realizations and vesting activity (2024)
| 2024 Activity | Shares/Units | Value ($) |
|---|---|---|
| Options exercised | 349,247 | $16,106,344 |
| Stock vested (incl. dividend equivalents) | 416,131 | $36,816,408 |
Pay versus performance disclosure (PEO)
| Year | SCT Total ($) | Compensation Actually Paid ($) |
|---|---|---|
| 2020 | 12,281,609 | 13,757,847 |
| 2021 | 17,046,118 | 59,232,411 |
| 2022 | 15,112,551 | 14,447,959 |
| 2023 | 14,899,851 | 48,816,841 |
| 2024 | 18,363,886 | 118,475,621 |
Equity Ownership & Alignment
| As of March 5, 2025 | Amount |
|---|---|
| Beneficially owned shares | 295,650 |
| Vested options (incl. exercisable within 60 days) | 3,162,644 |
| Percent owned | 1.2% |
| Unvested RSUs | 7,047; MV $740,710 (at $105.11) |
| Unearned PUs (unvested) | 1,299,775; MV $136,619,350 (sum of lines shown, at $105.11) |
- Ownership guidelines: CEO 6x base salary; all executives in compliance as of March 2025; must retain 50% of net shares from vesting until threshold is met .
- Hedging/pledging: Prohibited; 10b5-1 plan controls and mandatory cooling-off; pre-approval required; directors/SVP+ cannot pledge or hold on margin .
- Anti-hedging/anti-pledging also highlighted in governance summary .
Employment Terms
- CEO Offer Letter (11/30/2012): At-will; portion of salary in CHF; reimbursement for Swiss medical insurance; eligibility for CEO Severance Program No. 2 .
- Swiss Employment Agreement (2013): Swiss subsidiary provides legally required benefits (occupational plan and accident insurance); terminable with one-month notice (subject to Swiss law) .
- Clawback policy adopted 11/30/2023; recoups excess incentive-based compensation for restatements and certain misconduct; applies to cash, time-vesting, and performance-vesting awards .
- No excise tax gross-ups on CIC; no SERP; no single-trigger equity acceleration .
Severance and Change-in-Control Economics (as of 12/31/2024)
| Scenario | Cash Severance ($) | Benefits/Outplacement ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|
| Termination without Cause / for Good Reason | 6,447,000 | 82,404 | — | 6,529,404 |
| Disability or Death | 3,147,000 | — | 30,954,829 | 34,101,829 |
| CIC + Qualifying Termination | 9,747,000 | 82,404 | 174,476,082 | 184,305,486 |
- Program terms: CEO Severance Program No. 2 provides 1x base + target bonus + prorated bonus and 12 months benefits/outplacement on qualifying termination; 2x base + target bonus and 18 months benefits for CIC-related qualifying termination; no equity acceleration outside plan-defined vesting change in control provisions (double-trigger construct with extended timing for CEO) .
Board Governance and Service at IRM
- Role: CEO and director since January 2013; not independent .
- Board leadership: Independent Chair (Pamela M. Arway); committees 100% independent; executive sessions at each Board and committee meeting .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024 .
- Dual-role implications: Separation of Chair and CEO, independent committees, and regular executive sessions mitigate independence concerns associated with CEO serving on the board .
Compensation Peer Group (2024)
- ABM Industries; The Brink’s Company; Broadridge Financial Solutions; Cintas; Clean Harbors; Crown Castle (REIT); Digital Realty (REIT); Equifax; Equinix (REIT); Global Payments; Paychex; Prologis (REIT); Public Storage (REIT); SBA Communications (REIT); Stericycle; The Western Union Company; Weyerhaeuser (REIT) .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: ~96% “For” votes, consistent with strong historical support .
- Annual advisory vote held; Board considers results in compensation decisions .
Performance & Track Record
| Metric | IRM Result | Comparator/Detail |
|---|---|---|
| 5-year TSR (to 12/31/2024) | 329% | MSCI US REIT Index 23% |
| 2024 Revenue | $6.15B (+12% reported; +13% cc) | Record level; core RIM +7%; growth businesses >20% |
| 2024 Adjusted EBITDA | $2.24B (+14%) | Exceeded high end of 2024 guidance |
| 2024 AFFO | $1.34B; $4.54/share | — |
| 2022 PUs weighted payout | 350% of target | Operational 300% (ARP revenue max); rTSR 50% (147.5% TSR; 99th percentile) |
Compensation Structure Analysis (signals)
- High at‑risk pay (CEO ~92% of TDC) tightly linked to revenue, ROIC, AFFO, and rTSR; governance “don’ts” include no single-trigger equity acceleration, no CIC gross-ups, no SERP .
- 2025 LTI design tightened: one continuous three‑year revenue plan (replacing Core + ARP), three‑year fixed revenue goals, and a lower operational payout cap (133%) if absolute TSR is negative; weighting remains 75% operational/25% rTSR .
- 2025 CEO LTI opportunity increased to $14M (85% PUs/15% options), reflecting strong performance and growth expectations; base salary and bonus targets maintained .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; 10b5‑1 controls; pre-approvals required .
- No excise tax gross‑ups; no single‑trigger acceleration; no SERP .
- Section 16(a) compliance: no delinquent filings in 2024 .
- Related party transactions: approvals governed by Audit Committee; no specific red‑flag transactions disclosed for CEO in 2024 proxy .
Director Service and Committee Roles (external)
- Current public company directorship: State Street Corporation (committee roles there not detailed in IRM proxy) .
Equity Overhang and Vesting Schedules (pressure indicators)
- Significant vested options (3.16M) and 2024 option exercises (349k shares) suggest potential liquidity events; however, insider trading policy requires plans/approvals and prohibits hedging/pledging .
- Outstanding unearned PUs (~1.30M units; MV ~$136.6M at 12/31/2024) and RSUs (7,047; MV ~$0.74M) provide multi‑year retention through cliff/continued vesting schedules .
- 2024 options vest in three equal annual tranches starting 3/1/2025; PUs vest on third anniversary subject to performance .
Investment Implications
- Strong pay‑for‑performance alignment: STI/LTI metrics (Revenue, Adj. EBITDA, AFFO, ROIC, rTSR) have driven outsized TSR and above‑target LTI outcomes (e.g., 350% payout for 2022 PUs), supporting confidence in strategy execution .
- Retention vs. selling pressure: Large unvested PUs and multi‑year option vesting create retention hooks; sizable vested option base and 2024 exercises indicate periodic monetization but are governed by strict insider trading and anti‑pledging policies .
- Transaction sensitivity: CIC double‑trigger acceleration produces very large equity value realization for CEO (total ~$184.3M as modeled), a potential overhang in M&A scenarios that investors should incorporate in event‑driven modeling .
- Governance mitigants: Independent Chair, fully independent committees, annual say‑on‑pay with strong approval (96%), and clawback policy reduce governance risk while maintaining aggressive growth incentives .