Irini Barlas
About Irini Barlas
Independent director at Heritage Insurance Holdings, Inc. (HRTG); age 53; director since August 2014. She is a CPA with a master’s degree in accounting and has served in senior finance and operations roles in the financial services sector, bringing strong experience in financial statement preparation, reporting, and analysis to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Megastar Advisors LLC | Chief Financial Officer | Jan 2014–present | Senior financial leadership |
| Megastar Advisors LLC | Chief Talent Officer | Jun 2024–present | Human capital strategy |
| Megastar Advisors LLC | Chief Operating Officer | Jan 2014–May 2024 | Operations leadership |
| Barlas Tax & Financial Group, LLC | Chief Financial Officer | Feb 2010–May 2022 | Finance leadership in tax/insurance/investments |
| Grant Thornton LLP | Auditor | Jan 2009–Jan 2010 | Audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants | Member | Ongoing | CPA membership |
| Florida Institute of Certified Public Accountants | Member | Ongoing | CPA membership |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; designated audit committee financial expert .
- Independence: Board has affirmatively determined Barlas is independent under NYSE rules .
- Attendance: In 2024, except for one director not standing for re-election, each director met at least 75% attendance across Board and applicable committee meetings; Board met five times; executive sessions of non-management directors were held four times .
- Annual meeting attendance: Directors are encouraged but not required; four directors attended the 2024 annual meeting .
- Governance environment: Over 75% of directors are independent; committees comprised entirely of independent directors; no poison pill; independent compensation consultant retained by the Compensation Committee (Pay Governance) .
| Committee | Role | Independence | Financial Expert |
|---|---|---|---|
| Audit Committee | Chair | Yes | Yes |
| Compensation Committee | Member | Yes | — |
Fixed Compensation
| Component (Non-Employee Director, FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 125,000 | Standard for all non-employee directors |
| Committee membership retainers | 5,000 | $2,500 per committee; Barlas sits on Audit and Compensation |
| Committee chair retainer | 5,000 | Audit Chair |
| Total cash fees | 135,000 | Sum of base + membership + chair |
| Annual restricted stock grant | 40,000 | Vests on earlier of 1-year anniversary or day prior to next annual meeting; granted June 5, 2024 |
| Total | 175,000 | FY2024 director compensation |
Performance Compensation
| Component | Structure | Metrics | Notes |
|---|---|---|---|
| Director equity awards | Time-based RS | None | Non-employee directors receive time-based restricted stock (no performance metrics) |
Other Directorships & Interlocks
| Company/Organization | Role | Notes |
|---|---|---|
| Public company boards | None disclosed | No public company directorships disclosed in HRTG’s proxy |
| Related party transactions | None disclosed | No Barlas-related transactions listed; related-party items disclosed for others (e.g., Berset agency commissions; Widdicombe family employment) |
Expertise & Qualifications
- CPA; master’s degree in accounting; active AICPA and FICPA membership .
- Extensive financial reporting, analysis, and operational management experience; Audit Committee financial expert designation .
- Sector background in insurance marketing and financial services; strengthens Board oversight of financial integrity and controls .
Equity Ownership
| Item (as of Apr 16, 2025) | Amount (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 85,367 | 0.28% (calc. from 85,367 / 30,993,270) | Includes trust and spouse holdings |
| Held via Lee M. Barlas and Irini Barlas Living Trust | 65,769 | — | Includes 4,914 RS vesting Jun 5, 2025 |
| Spouse holdings | 6,852 | — | Included in beneficial ownership |
| Unvested restricted stock | 4,914 | — | Director grant vesting Jun 5, 2025 |
| Vested shares (calculated) | 80,453 | — | Beneficial shares minus unvested RS (85,367−4,914) |
| Pledging/Hedging | Prohibited to pledge; hedging requires CFO pre-clearance | — | Insider Trading Policy prohibits pledging; hedging allowed only with pre-clearance |
Governance Assessment
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Strengths
- Independent director with deep finance expertise; Audit Chair and designated financial expert support robust oversight of financial reporting and controls .
- Solid engagement indicators: 75%+ attendance threshold met at Board/committee level; regular executive sessions; structured committee charters and responsibilities .
- Director pay mix balanced: meaningful cash retainer plus equity aligned with shareholder outcomes; equity vests over the annual cycle .
- No disclosed related-party transactions or conflicts involving Barlas; Board maintains clawback policy applicable to equity awards under the Omnibus Incentive Plan (covers directors) .
-
Potential Watch Items
- Hedging policy permits director hedging with CFO pre-clearance (not a blanket prohibition), which can dilute alignment signals versus stricter policies at peers; pledging is prohibited, partially mitigating risk .
- Annual meeting attendance not universally high (only four directors attended in 2024); directors are encouraged but not required—investors may prefer stronger norms for visible accountability .
-
Net View
- Barlas’ audit leadership, independence, and financial credentials are positives for board effectiveness and investor confidence. Absence of related-party exposure and equity-based compensation provide alignment; the hedging policy nuance is a mild governance caveat to monitor .