Form 4: Iron Mountain Director Acquires Phantom Stock
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
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Attorney-in-fact for Section 16 Filings | NA | Deborah Marson | 07/06/2023 | Appointed by Theodore R. Samuels via Power of Attorney. |
| Attorney-in-fact for Section 16 Filings | NA | Keely Stewart | 07/06/2023 | Appointed by Theodore R. Samuels via Power of Attorney. |
| Attorney-in-fact for Section 16 Filings | NA | Luke Cummiskey | 07/06/2023 | Appointed by Theodore R. Samuels via Power of Attorney. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Theodore 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. | 07/06/2023 | Streamlines 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
| Date | Description |
|---|---|
| 07/06/2023 | Date of Power of Attorney granted by Theodore R. Samuels for Section 16 filings. |
| 10/03/2025 | Date of the reported phantom stock transactions. |
| 10/07/2025 | Date 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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