Kelly Barrett
EVERTECAbout Kelly Barrett
Kelly Barrett is an independent director of Evertec, Inc., serving since May 2021; she is 60 years old and sits on the Compensation Committee and the Information Technology Committee . She was Senior Vice President of Home Services at The Home Depot (2016–2020), previously holding roles as Vice President of Internal Audit and Corporate Compliance and Controller; she is a Certified Public Accountant (Georgia), NACD Directorship Certified, and holds a Cybersecurity Certificate from NACD, reflecting strong risk, audit, and technology governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot | Senior Vice President, Home Services | 2016–2020 | Led home services operations; enterprise execution experience |
| The Home Depot | VP Internal Audit & Corporate Compliance; Controller | 2003–2016 (various senior roles) | Deep audit, compliance, and financial controls experience |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Piedmont Office Realty Trust (NYSE: PDM) | Director | Public company | Current board service |
| Americold Realty Trust (NYSE: COLD) | Director | Public company | Current board service |
| Louisiana-Pacific (NYSE: LPX) | Director | Public company | Current board service |
| Metro Atlanta YMCA | Board member (former Chair) | Non-profit | Community leadership |
| NACD Atlanta Chapter | Board member | Non-profit/professional | Governance network |
| Georgia Tech Foundation | Trustee | Academic foundation | Institutional oversight |
| Scheller College of Business (Georgia Tech) | Advisory Board member (former Chair) | Academic advisory | Strategy and talent pipeline |
Board Governance
- Independence: Independent director; 9 of 10 directors are independent under NYSE rules .
- Committees: Compensation Committee (member; 4 meetings in 2024) and Information Technology Committee (member; 5 meetings in 2024) .
- Attendance: Board met 12 times in 2024; none of the directors attended less than 97% of Board and respective committee meetings .
- Executive Sessions: Non‑employee directors meet in regular executive sessions; chaired by independent Board Chair .
- Shareholder Support (2025 Director Election):
Metric Votes For 58,622,875 Against 485,910 Abstain 22,722 Broker Non‑Votes 1,400,026
Fixed Compensation
- Structure: Annual board member retainer $235,000 (cash $82,500 + equity $152,500) plus committee fees (Compensation Committee member $10,000; Information Technology Committee member $7,000). No per‑meeting fees were paid in 2024 (thresholds: Board 14; Comp 10; IT 8) .
- 2024 Actual Director Compensation (Kelly Barrett):
Component Amount (USD) Fees Earned or Paid in Cash $99,500 Stock Awards $152,500 Total $252,000 - 2024 RSU Grant: Granted May 23, 2024; vesting May 31, 2025; grant date fair value $35.05 per share; year‑end outstanding RSUs: 4,350 .
Performance Compensation
- Directors do not receive performance‑based equity; annual director RSU grants are time‑based (board service) with single‑year vesting; no performance metrics disclosed for directors .
Metric Category Status Performance‑based equity (PSUs/options) Not used for non‑employee directors Time‑based RSUs Annual grant; time‑based vesting
Other Directorships & Interlocks
- Public boards: PDM, COLD, LPX as noted above; no related‑party transactions >$120,000 were disclosed by the company for 2024, mitigating direct conflict risk .
- EVTC Board peers and management reported no compensation committee interlocks in 2024 (no reciprocal executive roles at other entities) .
Expertise & Qualifications
- CPA (Georgia), NACD Directorship Certified, NACD Cybersecurity Certificate; seasoned audit, compliance, and risk management background from The Home Depot .
- IT/Cyber oversight through EVTC Information Technology Committee service; relevant to payment processing and data security risk .
- Compensation governance expertise via Compensation Committee service (oversight of pay, succession, risk) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (common shares) | 10,099 |
| RSUs outstanding at 12/31/2024 | 4,350 |
| Pledge status | None of the shares are pledged; company prohibits pledging/hedging without pre‑clearance |
| Ownership as % of shares outstanding | <1% (each director/NEO owns <1%) |
| Director Stock Ownership Guidelines | 5× annual cash retainer; directors and NEOs were in compliance as of proxy date |
Governance Assessment
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Strengths
- Independent director with cross‑functional expertise in audit, compliance, operations, and cybersecurity; roles align to EVTC’s risk and technology oversight needs .
- Active service on Compensation and IT Committees; committee structures and charters emphasize pay‑for‑performance, succession, and cybersecurity risk oversight .
- High shareholder support in 2025 re‑election and strong attendance record, signaling investor confidence and board engagement .
- Balanced director pay mix with meaningful equity (alignment) and compliant stock ownership; no per‑meeting fee inflation; no pledging or related‑party transactions disclosed .
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Watch items / potential red flags
- Multiple external public boards (PDM, COLD, LPX) create time‑commitment considerations; mitigated by EVTC disclosure of strong attendance and no related‑party issues in 2024 .
- Broader board oversight demands in a fast‑evolving FinTech landscape underscore importance of continued focus on cybersecurity and compensation rigor; EVTC committee charters and practices explicitly address these areas .
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Contextual shareholder signals
- 2025 Say‑on‑Pay passed (57.3M For; 1.75M Against), following 2024 engagement and CD&A enhancements; Compensation Committee (incl. Barrett) committed to performance‑based design and succession transparency .
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Policies supporting investor alignment
- Robust Clawback Policy covering incentive compensation with three‑year lookback; prohibition on hedging/pledging enhances alignment and reduces risk .