Kelly Barrett
About Kelly H. Barrett
Independent director at Americold Realty Trust, Inc. (COLD) since 2019; age 60. Barrett is a Georgia-licensed CPA with a BS in Industrial Management (Accounting concentration) from Georgia Tech, and holds NACD Directorship Certification and an NACD Certificate in Cyber Risk Oversight. Her background spans senior financial leadership in REITs and large-scale retail operations, culminating as SVP–Home Services at The Home Depot and CFO at Cousins Properties; she is designated an Audit Committee Financial Expert by Americold’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot, Inc. | Senior Vice President – Home Services (various roles of increasing responsibility over 16 years) | 2003–2018 | Led large retail operations transformation; oversight of services P&L |
| Cousins Properties Incorporated | Senior financial roles; ultimately SVP–Chief Financial Officer | ~11 years (pre-2003) | Active in NAREIT as Accounting Committee Co-Chair; member Best Financial Practices Council |
| NAREIT | Accounting Committee Co-Chair; Best Financial Practices Council member | During Cousins tenure | Governance and disclosure best practices contribution |
External Roles
| Company (Ticker) | Role | Tenure | Committee Roles |
|---|---|---|---|
| EVERTEC, Inc. (EVTC) | Director | Current | Not disclosed in proxy |
| Piedmont Office Realty Trust (PDM) | Director | Current | Not disclosed in proxy |
| Louisiana-Pacific Corporation (LPX) | Director | Current | Not disclosed in proxy |
| The Aaron’s Company (AAN) | Director | 2019–2024 | Not disclosed in proxy |
| State Bank Financial Corp. (merged into Cadence Bancorporation (CADE)) | Director | 2011–2016 | Not disclosed in proxy |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Determined independent under NYSE standards |
| Chair/CEO Structure | Roles separated; Chair is Mark R. Patterson |
| Committee Memberships | Audit Committee (member); Compensation Committee (member) |
| Committee Chair Roles | None (Audit Chair: Alburger; Compensation Chair: Fernandez) |
| Audit Committee Financial Expert | Yes (Barrett designated as “audit committee financial expert”) |
| Attendance | Each director attended >75% of Board and committee meetings during 2024; all directors attended the 2024 annual meeting |
| Meetings Held (2024) | Board: 6; Audit: 4; Compensation: 6; Nominating & Governance: 4; Investment: 5 |
| Executive Sessions | Regular executive sessions of independent directors |
| Anti-Hedging/Pledging | Policy in place; directors prohibited from pledging/hedging common stock |
| Max Public Boards | Directors limited to ≤5 public company boards; Board confirmed compliance |
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $80,000 | Standard non-employee director retainer |
| Committee Fees (2024 actual) | $22,500 | Audit member $12,500 + Compensation member $10,000 |
| Total Fees Earned (Cash) | $102,500 | 2024 fees earned |
| Equity Award (Grant Date Fair Value) | $175,000 | RSUs or OP Units; one-year vest; director election of instrument |
| All Other Compensation | $8,402 | Dividend equivalents/distributions on RSUs/OP Units |
| Total 2024 Compensation | $285,902 | Sum of cash, equity grant value, other |
Performance Compensation (Director Equity Terms)
Directors receive time-based equity; no performance metrics apply to director awards (performance awards are for executives).
| Equity Metric | Term/Value |
|---|---|
| Instrument | RSUs or Operating Partnership Profit Units (OP Units), at director’s election |
| Grant Value (2024) | $175,000 grant date fair value |
| Vesting | One-year vesting for director awards |
| Distributions/Dividend Equivalents | Paid on OP Units/RSUs per plan; Barrett received $8,402 in 2024 |
| Clawback | All awards subject to company clawback/recoupment policy and applicable law |
Other Directorships & Interlocks
- Current public boards: EVTC, PDM, LPX; prior: AAN (2019–2024), State Bank Financial (2011–2016; merged into CADE) .
- Board-limit compliance: Americold policy caps at five public boards; Board affirms compliance across directors .
- Potential conflicts: Americold reports no related party transactions >$120,000 involving directors since Jan 1, 2024 .
Expertise & Qualifications
- Financial expertise: Licensed CPA; former REIT CFO; Audit Committee Financial Expert at Americold .
- Operations/retail: 16 years at The Home Depot culminating as SVP—Home Services; supply chain/operations familiarity .
- Governance/cyber: NACD Directorship Certification; NACD Certificate in Cyber Risk Oversight .
- Industry breadth: REIT, payments, and building products board experience enhances risk oversight and capital markets perspective .
Equity Ownership
| Measure | Shares/Status | Notes |
|---|---|---|
| Total Beneficial Ownership | 35,883 | <1% of shares outstanding |
| Common Shares Owned | 25,975 | Direct ownership |
| Vested OP Units (convertible to common) | 2,991 | Vested holdings |
| RSUs/OPUs Vesting ≤60 Days | 6,917 | RSUs vesting within 60 days |
| Ownership Guidelines | 5× annual cash retainer | Directors must hold ≥5× cash retainer |
| Compliance Status | Achieved | Barrett meets ownership requirements |
| Anti-Hedging/Pledging | Prohibited | Policy applies to directors |
Governance Assessment
-
Positive signals:
- Independent director with deep financial and operational credentials; designated audit financial expert .
- Strong attendance and engagement; >75% attendance; participation on Audit and Compensation (core oversight) .
- Ownership alignment: meets 5× retainer guideline; anti-hedging/pledging policy; equity awards subject to clawback .
- No related-party transactions disclosed; clean conflicts posture .
- Company governance practices robust (separate Chair/CEO; majority vote; proxy access; executive sessions) .
-
Watch items (not red flags):
- Multi-board commitments require time management; Americold policy caps total at five and Board reports compliance .
- Director equity is time-based (no performance metrics), which is standard for REIT boards but investors should monitor equity mix and refresh rates in future proxies .
-
Shareholder sentiment context:
- Say-on-Pay (executive comp) approval exceeded 89% at prior annual meeting—supportive environment for current compensation governance .
Related Party & Risk Indicators
- Related party transactions: None >$120,000 involving directors in 2024–2025 period .
- Legal proceedings: No material legal proceedings involving directors noted .
- Policies: Anti-hedging/pledging; clawback; annual evaluations; proxy access—support investor confidence .
Compensation Committee Analysis
| Feature | Details |
|---|---|
| Independence | All committee members independent under NYSE rules |
| Consultant | Meridian Compensation Partners engaged; independent; provides market data incl. director comp |
| Interlocks | None disclosed for compensation committee |
| Program Attributes | No tax gross-ups; double-trigger CIC; performance-based incentives emphasized for NEOs, not directors |
Overall, Barrett’s profile strengthens Americold’s board effectiveness on audit quality, capital allocation, and compensation oversight. No conflicts or red flags disclosed; ownership alignment and governance practices are supportive of investor confidence .