Iron Mountain director defers board pay into 407.19 phantom shares
Rhea-AI Filing Summary
Theodore R. Samuels II, a director of Iron Mountain Incorporated (IRM), reported purchases of phantom stock under the company’s directors deferred compensation plan on 10/03/2025. Two issuances of Phantom Stock were recorded: 76.052 phantom shares (reflecting dividend reinvestment) at a weighted-average underlying price of $104.422, and 331.138 phantom shares (reflecting quarterly cash compensation reinvested) at a weighted-average underlying price of $105.7. After these transactions the reported beneficial ownership totals were 10,192.552 and 10,523.69 common-stock-equivalent shares, respectively. The Phantom Shares will convert to common stock upon the reporting person’s disability or cessation of director service.
Positive
- Director compensation was deferred into Phantom Shares rather than immediate cash, aligning director pay with shareholder-equivalent exposure
- Phantom Shares are tied to common stock value, giving the director economic alignment without immediate dilution
Negative
- Phantom Shares will convert to common stock upon cessation or disability, which could increase outstanding shares if converted
- Weighted-average prices indicate multiple acquisition points, suggesting complexity in recordkeeping and potential variability in reported cost basis
Insights
Director received equity-equivalent compensation via phantom stock reinvestment.
The filings show the director elected to receive board compensation and dividend equivalents as Phantom Shares, which are payable in common stock upon disability or departure from the board. The transactions occurred on 10/03/2025
Key dependencies include the director’s continued service and the plan’s conversion conditions; investors can note the modest incremental dilution effect only if and when Phantom Shares convert to Common Stock within a material timeframe.
Phantom stock entries reflect non-cash board compensation and dividend reinvestment.
The two reported additions — 76.052 and 331.138 Phantom Shares — are recorded as equity equivalents with weighted-average underlying prices of $104.422 and $105.7, indicating multiple acquisition price points. These represent deferred, conditional compensation rather than immediate stock sales or open-market purchases.
Watch for vesting/settlement triggers tied to departure or disability that would convert these units into Common Stock and potentially affect outstanding share count when they become payable.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Phantom Stock | 76.052 | $104.422 | $8K |
| Grant/Award | Phantom Stock | 331.138 | $105.70 | $35K |
Footnotes (1)
- Pursuant to the Reporting Person's election to participate in the Iron Mountain Incorporated Directors Deferred Compensation Plan, 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. These shares give effect to dividends paid on Common Stock as if reinvested in Phantom Shares. The price reported in Column 8 is a weighted average price. These shares of Common Stock were acquired in multiple transactions at prices ranging from $104.349 to $104.524, inclusive. The Reporting Person undertakes to provide Iron Mountain Incorporated (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock acquired at each separate price within the ranges set forth in this footnote (3). These shares give effect to the Reporting Person's quarterly cash compensation for services on the board of directors of the Company as if reinvested in Phantom Shares. The price reported in Column 8 is a weighted average price. These shares of Common Stock were acquired in multiple transactions at prices ranging from $105.569 to $105.819, inclusive. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock acquired at each separate price within the ranges set forth in this footnote (5).
