Kelly Barrett
LOUISIANA-PACIFICAbout Kelly H. Barrett
Independent director at LP since February 25, 2025; age 60. Barrett serves on the Audit Committee and the Governance & Corporate Responsibility Committee and has been designated an “audit committee financial expert.” A licensed CPA (Georgia) with over 30 years’ experience, she is the former SVP, Home Services at The Home Depot and previously CFO of Cousins Properties. She holds a B.S. in Industrial Management from Georgia Tech and NACD Director Certification with a Certificate in Cybersecurity Oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot, Inc. | Senior Vice President, Home Services | 2016–Dec 2018 | Led large-scale home services operations; senior leadership experience in a building-products end-market . |
| The Home Depot, Inc. | VP Internal Audit & Corporate Compliance; Controller | 2003–2016 | Internal controls, compliance, accounting leadership . |
| Cousins Properties Incorporated | Senior financial roles culminating in SVP & Chief Financial Officer | ~11 years (prior to 2003) | Public REIT finance leadership; capital markets and strategy exposure . |
External Roles
| Organization | Role | Status | Committees/Responsibilities |
|---|---|---|---|
| Piedmont Office Realty Trust, Inc. (NYSE: PDM) | Chair of the Board; Audit Committee Chair | Current | Board leadership and audit oversight . |
| Americold Realty Trust, Inc. (NYSE: COLD) | Director | Current | Audit Committee; Compensation Committee . |
| EVERTEC, Inc. (NYSE: EVTC) | Director | Current | Compensation Committee; Information Technology Committee . |
| The Aaron’s Company, Inc. (NYSE: AAN) | Director | Former (May 2019–Oct 2024) | — . |
| Non-profits | Director/Trustee/Advisor | Current/Former | Metro Atlanta YMCA (former Chair); NACD Atlanta Chapter; Georgia Tech Foundation Board of Trustees; Georgia Tech Scheller College Advisory Board (former Chair) . |
Board Governance
- Independence: The Board determined Barrett is independent under NYSE standards and has no material relationship with LP other than service as a director .
- Committee assignments at LP: Audit Committee; Governance & Corporate Responsibility Committee (as of March 10, 2025) .
- Audit Committee Financial Expert: Board determined Barrett qualifies as an audit committee financial expert (SEC definition) .
- Attendance norms: In 2024, directors then in office attended at least 75% of Board/committee meetings; Board met 4x (Barrett joined in 2025) .
- Risk oversight: Audit (financial reporting, ERM, cybersecurity), Governance (ESG, ethics, product quality, succession), Compensation (comp-risk) .
- Overboarding guardrails: No director may serve on >4 other public company boards (Barrett currently holds three other public boards—within policy) .
- Anti-hedging/pledging: Directors are prohibited from hedging and pledging LP stock .
- Director stock ownership guidelines: 5x annual cash retainer to be met within 5 years of joining the Board .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Effective May 10, 2024; paid quarterly . |
| Committee chair retainers | $20,000 (Audit), $20,000 (Comp), $15,000 (Governance) | If applicable . |
| Lead Independent Director retainer | $30,000 | If applicable . |
Additional features: Directors may defer cash retainers to a cash account or exchange for DSUs under the Non-Employee Directors Compensation Plan .
Performance Compensation
| Equity Vehicle | Grant Value | Vesting | Other Terms |
|---|---|---|---|
| Annual RSU grant | $140,000 | Generally vests in full at 1 year; accelerates on death, disability, retirement, or change of control per plan | Directors may elect to defer settlement into DSUs; dividend equivalents accrue as additional DSUs; no voting rights until settlement . |
| 2025 RSU/Stock activity (individual) | 1,499 RSUs/stock credited | Vests May 15, 2026 | SEC Form 4 (filed May 19, 2025) indicates RSUs granted to non-employee director; 1,789 shares beneficially owned following transaction . |
Note: LP director equity is time-based; there are no performance metric targets tied to director equity grants .
Other Directorships & Interlocks
| Company | Industry Link to LP | Interlock / Potential Conflict |
|---|---|---|
| Piedmont Office Realty Trust (PDM) | Office REIT; not a customer/supplier disclosed | No LP-related person transactions were disclosed for 2024; independence unaffected . |
| Americold Realty Trust (COLD) | Cold storage REIT; no disclosed LP ties | Same as above . |
| EVERTEC, Inc. (EVTC) | Payments processor; no disclosed LP ties | Same as above . |
LP’s Related Party Transactions Policy requires Audit Committee review of transactions >$120,000 with related persons; for 2024, none affecting outside director independence or requiring disclosure were identified .
Expertise & Qualifications
- Financial literacy/accounting depth; designated Audit Committee Financial Expert .
- Operations and compliance: internal audit, corporate compliance, controller roles at Home Depot .
- Sector adjacency: deep exposure to home improvement/building end-markets .
- Governance, cybersecurity, and board leadership credentials (NACD certifications; chairs PDM board and audit committee) .
Equity Ownership
| Date / Source | Shares Beneficially Owned | Notes |
|---|---|---|
| March 10, 2025 (Proxy record date) | — | No beneficial ownership reported as of record date . |
| May 15, 2025 (Form 4) | 1,789 | Includes 1,499 RSUs/stock credited; RSUs vest May 15, 2026 . |
Alignment safeguards: Director ownership guideline of 5x cash retainer over 5 years; anti-hedging and anti-pledging policy .
Governance Assessment
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Positives
- Independent director with deep finance, audit, and operating credentials; designated Audit Committee Financial Expert—supports robust financial oversight .
- Strong committee placement (Audit; Governance) aligned to expertise; Governance Committee oversees ESG, ethics, safety, and product quality—areas material to LP’s risk profile .
- Clean conflicts profile: no related person transactions disclosed impacting independence; company-wide anti-hedging/pledging enhances alignment .
- Ownership alignment structure: annual RSUs, dividend-equivalent DSUs, and 5x retainer guideline within five years .
-
Watch items
- Board commitments: Three other public boards (plus LP) remain within LP’s overboarding limits—but additional seats could trigger scrutiny; continue to monitor time demands as PDM Board Chair and Audit Chair .
- Early tenure/ownership ramp: As a new director (appointed Feb 25, 2025), initial beneficial ownership was minimal as of the proxy record date; expected to build toward the 5x retainer guideline within five years .
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RED FLAGS observed: None disclosed (no related party transactions; strong independence confirmations; anti-hedging/pledging policy in place) .