Form 4: Iron Mountain Director Theodore Samuels Reports Acquisition of Phantom Stock Through Deferred Compensation Plan

Iron Mountain Inc. Director Theodore R. Samuels II reported the acquisition of 2,249 phantom stock units on May 29, 2025, as part of a deferred compensation plan following the vesting of restricted stock units.

Summary

• Theodore R. Samuels II, a Director of Iron Mountain Inc. (IRM), reported a change in beneficial ownership.
• On May 29, 2025, Mr. Samuels acquired 2,249 shares of phantom stock.
• This acquisition resulted from the vesting of restricted stock units (RSUs) granted on the same date.
• Upon vesting, Mr. Samuels elected to defer the receipt of common stock shares under the Iron Mountain Incorporated Directors Deferred Compensation Plan (DDCP), converting them into an equal number of phantom shares.
• Each phantom share is economically equivalent to one share of Iron Mountain Common Stock.
• These phantom shares will become payable in common stock upon Mr. Samuels' disability or cessation of service as a director.
• Following this transaction, Mr. Samuels beneficially owns a total of 9,692.926 phantom shares.

Sentiment

Score: 7

Explanation: The document reports a routine, expected compensation event for a director, which is generally positive as it aligns interests, but it does not contain information that would significantly alter the company's financial outlook or operations.

Positives

• The transaction reflects a standard compensation mechanism for directors, aligning their interests with shareholders through equity-based awards.
• The deferral of shares under the DDCP indicates a long-term commitment by the director to the company's performance.

Risks

• The value of the phantom stock is tied to the performance of Iron Mountain's common stock, meaning its value could decrease if the stock price declines.

Future Outlook

The phantom stock units will become payable in shares of Iron Mountain Incorporated common stock following the reporting person's disability or cessation of service as a director, indicating a future conversion event tied to the director's tenure.

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."
• "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 will instead receive an equal number of Phantom Shares."

Industry Context

This transaction is a standard practice in corporate governance, where directors receive equity-based compensation to align their long-term interests with those of the company's shareholders. Deferred compensation plans are common mechanisms for retaining key personnel and managing tax implications for recipients.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and deferred compensation plans (DDCP) for director compensation is a widely adopted practice across various industries, including the real estate investment trust (REIT) sector where Iron Mountain operates.
• Many publicly traded companies, such as Digital Realty Trust (DLR) or Equinix (EQIX) in the data center REIT space, or other large-cap companies, utilize similar equity-based compensation structures to incentivize and retain their board members.
• The immediate vesting of RSUs on the grant date, followed by deferral into phantom stock, is a specific design choice that can vary, but the underlying principle of linking director compensation to company performance through equity is standard.

Corporate Governance

Stakeholder Impact

• Shareholders: The issuance of RSUs and subsequent phantom stock is part of the company's compensation strategy, which can lead to minor dilution over time but aims to incentivize leadership.
• Director (Theodore R. Samuels II): Receives equity-based compensation, aligning his financial interests with the company's performance and providing a deferred compensation benefit.

Next Steps

• The phantom shares will become payable in common stock upon the director's disability or cessation of service.

Key Dates

Keywords

Iron Mountain, IRM, SEC Form 4, Insider Transaction, Phantom Stock, Restricted Stock Units, Deferred Compensation, Director Compensation, Equity Compensation, Beneficial Ownership