Form 4: Iron Mountain Director Doyle Simons Receives Deferred Stock Units as Compensation

Iron Mountain Inc. Director Doyle R. Simons has received 2,249 phantom stock units as part of his deferred compensation plan, increasing his total beneficial ownership of phantom stock to 43,680.867 units.

Summary

• Doyle R. Simons, a Director at Iron Mountain Inc. (IRM), acquired 2,249 phantom stock units on May 29, 2025.
• These phantom stock units are the economic equivalent of one share of Iron Mountain Common Stock each.
• The acquisition was made pursuant to Mr. Simons' election to participate in the Iron Mountain Incorporated Directors Deferred Compensation Plan (DDCP).
• The phantom shares will become payable in shares of Common Stock following Mr. Simons' disability or cessation of service as a director.
• The 2,249 units consist of shares issuable upon the settlement of restricted stock units (RSUs) granted on May 29, 2025, which vested in their entirety on the grant date.
• Upon vesting, Mr. Simons elected to defer the receipt of Common Stock shares under the DDCP, receiving an equal number of phantom shares instead.
• Following this transaction, Mr. Simons beneficially owns a total of 43,680.867 phantom stock units.

Sentiment

Score: 7

Explanation: The document reports a routine, expected compensation event for a director, indicating continued alignment of interests and commitment to the company. This is generally a neutral to slightly positive signal as it reflects standard corporate governance and compensation practices.

Positives

• The transaction reflects a standard compensation mechanism for directors, aligning their interests with the long-term performance of Iron Mountain Inc.
• The deferral of stock receipt under the DDCP indicates a long-term commitment from the director to the company's future.

Future Outlook

The phantom stock units acquired by Director Doyle R. Simons will become payable in shares of Iron Mountain Common Stock upon his disability or cessation of service as a director, indicating a long-term retention and compensation structure.

Management Comments

• "Pursuant to the Reporting Person's election to participate in the Iron Mountain Incorporated Directors Deferred Compensation Plan (the 'DDCP'), the shares of phantom stock (the 'Phantom Shares') will become payable in shares of Iron Mountain Incorporated common stock ('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."
• "Consists of shares issuable upon the settlement of restricted stock units ('RSUs') granted on May 29, 2025. The RSUs vest in their entirety on the grant date. The Reporting Person has elected that upon vesting of RSUs, receipt of the shares of Common Stock be deferred under the DDCP; accordingly, upon vesting, the Reporting Person instead receives an equal number of Phantom Shares."

Industry Context

This Form 4 filing details a routine compensation event for a director, which is a common practice across publicly traded companies. The use of phantom stock and deferred compensation plans is a standard mechanism to align the interests of directors with long-term shareholder value and to retain experienced board members.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) and deferred compensation plans (like the DDCP) for director compensation is a widely adopted practice across various industries, including real estate investment trusts (REITs) and information management services, which Iron Mountain operates within.
• Companies such as Equinix (EQIX) or Digital Realty Trust (DLR) in the data center REIT space, or other large information management companies, often utilize similar equity-based compensation structures for their non-employee directors to promote long-term alignment and retention.
• The immediate vesting of RSUs with a deferral election into phantom stock is a common design to provide immediate economic interest while deferring the tax event and actual share delivery until a future event, such as board service cessation.

Corporate Governance

Related Party Transactions

• The transaction involves the company granting compensation (phantom stock units) to a director, Doyle R. Simons, which is a standard related party transaction in the context of corporate governance and compensation.

Stakeholder Impact

• Shareholders: The transaction aligns the director's long-term financial interests with the company's performance, potentially leading to more stable and strategic decision-making.
• Employees: No direct impact mentioned, but a well-governed company with aligned leadership can indirectly benefit all employees.
• Directors: Doyle R. Simons receives equity-based compensation, which vests immediately but is deferred, providing a future payout linked to company performance and continued service.

Next Steps

• The phantom stock units will become payable in shares of Iron Mountain Common Stock upon Doyle R. Simons' disability or cessation of service as a director.

Key Dates

Recommendation

Keywords

Iron Mountain, IRM, SEC Form 4, Insider Transaction, Director Compensation, Phantom Stock, Deferred Compensation Plan, Restricted Stock Units, Corporate Governance