Form 4: Iron Mountain Director Acquires Phantom Stock

Sentiment:

Insider Transaction Report


Theodore R. Samuels, a Director at Iron Mountain Inc., acquired additional phantom stock as part of a deferred compensation plan.

Summary

  • Theodore R. Samuels, a Director of Iron Mountain Inc. (IRM), acquired phantom stock on October 3, 2025.
  • A total of 76.052 phantom shares were acquired at a weighted average price of $104.422, with prices ranging from $104.349 to $104.524.
  • An additional 331.138 phantom shares were acquired at a weighted average price of $105.7, with prices ranging from $105.569 to $105.819.
  • These phantom shares are economic equivalents of one share of Common Stock and become payable in Common Stock following disability or cessation of service as a director.
  • The acquisitions reflect reinvested dividends and quarterly cash compensation for board services.
  • Following these transactions, Mr. Samuels beneficially owns 10,523.69 phantom shares.

Sentiment

Score: 6

Explanation: The filing reports a routine insider acquisition of phantom stock as part of a compensation plan. This is a neutral event in terms of company performance but slightly positive as it indicates continued director alignment with shareholder interests.

Positives

  • Director Theodore R. Samuels continues to increase his beneficial ownership in the company through phantom stock acquisitions, aligning his interests with shareholders.
  • The acquisition of phantom stock through reinvested dividends and quarterly compensation demonstrates a commitment to the company's long-term performance.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance or operations, focusing solely on an insider transaction.

Management Comments

  • The phantom shares will become payable in shares of Iron Mountain Incorporated common stock following the Reporting Person's disability or cessation of service as a director.
  • Each Phantom Share is the economic equivalent of one share of Common Stock.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, common across publicly traded companies. The use of phantom stock as part of a director's deferred compensation plan is a standard practice in corporate governance, aligning director incentives with long-term shareholder value.

Comparison to Industry Standards

  • The acquisition of phantom stock as part of a director's compensation plan is a common practice among S&P 500 companies, including peers in the data management and storage industry, such as Equinix (EQIX) or Digital Realty Trust (DLR), which often utilize equity-based compensation to retain and incentivize their board members.
  • The structure, where phantom shares convert to common stock upon cessation of service, is a standard deferred compensation mechanism, similar to those seen in other large-cap companies.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Attorney-in-fact for Section 16 FilingsNADeborah Marson07/06/2023Appointed by Theodore R. Samuels via Power of Attorney.
Attorney-in-fact for Section 16 FilingsNAKeely Stewart07/06/2023Appointed by Theodore R. Samuels via Power of Attorney.
Attorney-in-fact for Section 16 FilingsNALuke Cummiskey07/06/2023Appointed by Theodore R. Samuels via Power of Attorney.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Power of Attorney GrantTheodore R. Samuels granted a Power of Attorney to Deborah Marson, Keely Stewart, and Luke Cummiskey to prepare, sign, and file Section 16 reports (Forms 3, 4, and 5) on his behalf.07/06/2023Streamlines the process for insider trading compliance filings for the director, ensuring timely and accurate reporting.

Stakeholder Impact

  • Shareholders: The director's increased beneficial ownership through phantom stock aligns his long-term interests with those of shareholders, potentially fostering more shareholder-centric decision-making.

Next Steps

  • The phantom shares will become payable in shares of Iron Mountain Incorporated common stock following the Reporting Person's disability or cessation of service as a director.

Key Dates

DateDescription
07/06/2023Date of Power of Attorney granted by Theodore R. Samuels for Section 16 filings.
10/03/2025Date of the reported phantom stock transactions.
10/07/2025Date the Form 4 filing was signed.

Keywords

Iron Mountain, IRM, Theodore R. Samuels, Director, Phantom Stock, Insider Transaction, Deferred Compensation, Equity Compensation

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