Theodore Samuels
About Theodore R. Samuels
Independent director of Iron Mountain (IRM); age 70; joined IRM’s Board on July 17, 2023 and has 2 years of tenure as of April 18, 2025. Former President of Capital Guardian Trust Company (2010–2016) with 35+ years in capital markets; Harvard BA and MBA. Currently Lead Independent Director at Bristol-Myers Squibb and independent director at Centene Corporation. IRM’s Board determined him independent under NYSE standards and noted all non-employee directors attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Guardian Trust Company (Capital Group subsidiary) | President | 2010–2016 | Investor at Capital Group; served on numerous management and investment committees (1981–2017) |
| Perrigo Company plc | Director | 2017–May 2023 | Public company board experience |
| Stamps.com | Director | Jan 2017–Oct 2021 | Public company board experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Bristol-Myers Squibb | Lead Independent Director | Ongoing | Current role (lead independent) |
| Centene Corporation | Independent Director | Ongoing | Current role |
Board Governance
- Committee assignments (2025): Chair, Nominating & Governance (N&G); Member, Finance Committee . In 2024, he served on N&G and Finance committees .
- Committee meeting cadence (2024): N&G (5 meetings), Finance (4), Audit (4), Compensation (5), Risk & Safety (4). All committee members attended at least 75% of meetings on their committees .
- Independence and attendance: IRM affirmed all non-employee directors (including Samuels) are independent under NYSE standards; each incumbent director attended ≥75% of Board and committee meetings in 2024 .
- Board leadership: IRM uses an independent Chair model (Chair: Pamela Arway) with executive sessions at each Board and committee meeting .
| Committee | Role | Effective Date | Meetings in 2024 |
|---|---|---|---|
| Nominating & Governance | Chair | May 29, 2025 | 5 |
| Finance | Member | May 29, 2025 | 4 |
Fixed Compensation
Program structure and Samuels’ actual 2024 compensation:
- Non-employee director plan (2024): Board retainer $85,000; committee member retainer $15,000; committee chair retainer $20,000; Independent Chair retainer $160,000; annual RSU grant valued at $190,000; RSUs vested immediately on grant .
- 2025 modifications: Board retainer increased to $90,000; annual stock grant increased to $220,000 .
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2023 | $50,217 | $138,738 | $190,427 | Elected July 17, 2023; prorated RSUs (2,264) |
| 2024 | $115,000 | $189,941 | $304,941 | Elected to defer 100% of cash retainer and 100% of RSUs to DDCP |
| 2025 plan | Board retainer $90,000; annual stock grant $220,000 | — | — | Program change effective Jan 1, 2025 |
| 2024 Director Plan Components | Amount |
|---|---|
| Board retainer (non-employee) | $85,000 |
| Committee member retainer | $15,000 per committee |
| Committee chair retainer | $20,000 per committee |
| Independent Chair retainer | $160,000 |
| Annual RSU grant value | $190,000 |
| RSUs granted to most directors (May 30, 2024) | 2,385 RSUs |
| RSU vesting | Immediate on grant |
Performance Compensation
- Non-employee directors do not have performance-based pay at IRM; RSUs vest immediately and are not tied to financial metrics or TSR for directors .
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Notes |
|---|---|---|
| Bristol-Myers Squibb | Lead Independent Director | Within IRM overboarding guideline (limit is four boards for non-executives); Samuels is on three (IRM + BMS + Centene) |
| Centene Corporation | Independent Director | Healthcare sector experience relevant; no IRM related-party transactions reported for 2024 |
Expertise & Qualifications
- Financial and capital markets expertise; former president overseeing a major investment management subsidiary; extensive leadership and strategic planning experience .
- Public company board experience across healthcare and technology-related businesses .
- Education: Harvard BA and MBA .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership (as of Mar 5, 2025) | 18,795 shares; includes 357 shares (Samuels 2019 GST Descendants’ Trust), 400 shares (Leigh Soffer Samuels Revocable Trust), 18,038 shares (Ted and Lori Samuels Family Trust) |
| Vested phantom stock (DDCP) | 6,955 phantom shares vested (economic equivalent of common shares; payable in stock per DDCP elections) |
| % of outstanding | Less than 1% |
| Ownership guidelines | Directors must hold ≥6× annual cash retainer; all non-employee directors in compliance as of Apr 18, 2025 |
| Hedging/pledging | Prohibited by IRM policy; all directors in compliance as of Apr 18, 2025 |
Governance Assessment
- Strengths: Independent N&G Chair role with remit over Board composition, governance guidelines, Board/committee evaluations, and ESG oversight—signals strong governance and active oversight . Anti-hedging/anti-pledging policy and stock ownership guidelines (6× retainer) support alignment; compliance confirmed . No related party transactions requiring Audit Committee review occurred in 2024, reducing conflict risk .
- Engagement signals: Stockholders approved say-on-pay at 2025 annual meeting (votes: For 211,858,914; Against 9,973,817; Abstain 723,818), indicating broad support for compensation governance environment .
- Attendance/Independence: Board affirmed independence and attendance ≥75% thresholds; executive sessions at each Board and committee meeting further reinforce independent oversight .
- RED FLAGS: None disclosed specific to Samuels. Overboarding risk appears limited (three public boards vs IRM guideline cap of four for non-executives) . No hedging/pledging, no related-party transactions in 2024, and deferrals via DDCP are standard practice for director alignment .