Kelly Barrett
About Kelly Barrett
Independent director since 2016; currently Chair of the Board and Audit Committee Chair at Piedmont Office Realty Trust (NYSE: PDM). Age 60, licensed CPA in Georgia for 30+ years, NACD Certified Director with a Certificate in Cybersecurity Oversight; prior roles include SVP – Home Services, VP Corporate Controller, SVP Enterprise Program Management, and VP Internal Audit & Compliance at The Home Depot (16 years), and CFO at Cousins Properties (11 years) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot | SVP – Home Services; VP Corporate Controller; SVP Enterprise Program Management; VP Internal Audit & Compliance | 2003–Dec 2018 (16 years) | Operational leadership and finance; controls and compliance |
| Cousins Properties | CFO (after multiple finance roles) | 11 years | NAREIT Accounting Committee Co-Chair; Best Financial Practices Council |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| The Aaron’s Company (AAN) | Director; Audit Chair; Compensation member | May 2019–Oct 2024 | Audit (Chair), Compensation |
| Americold Realty Trust (COLD) | Director | Current | Audit; Compensation |
| EVERTEC, Inc. (EVTC) | Director | Current | Compensation; Information Technology |
| Louisiana-Pacific (LPX) | Director | Current | Finance & Audit; Governance & Corporate Responsibility |
| Non-profit/academic | Board roles (YMCA; NACD Atlanta; Georgia Tech Foundation; Scheller Advisory Board; etc.) | Various | Community leadership |
Board Governance
- Roles: Board Chair; Audit Committee Chair (financial expert); member of Nominating & Corporate Governance Committee .
- Independence: Board has super-majority independent directors; Barrett is independent under NYSE standards .
- Attendance: All directors attended >75% of board/committee meetings in 2024; meetings held—Board: 9; Audit: 6; Nominating & Governance: 4; Compensation: 6; Capital: 4 .
- Separation of roles: Company maintains separate Board Chair and CEO; Chair presides over executive sessions of independent directors .
Fixed Compensation
| Component | 2024 Amounts | Effective 1/1/2025 Changes | Notes |
|---|---|---|---|
| Non-employee director annual cash retainer | $80,000 | $85,000 | Paid in cash |
| Audit Committee member retainer (excluding Chair) | $87,500 | $95,000 | Enhanced for audit workload |
| Board Chair additional retainer | $50,000 | $60,000 | Barrett eligible as Chair |
| Committee Chair retainers | Audit $22,500; Compensation $17,500; Nominating & Governance $15,000; Capital $12,500 | +$2,500 each (Audit $25,000; Compensation $20,000; N&G $17,500; Capital $15,000) | Chair roles paid annually |
| Perquisites/meeting fees | None provided | — | Reimbursement of reasonable out-of-pocket only |
| Director Compensation (2024) | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Kelly H. Barrett | 127,500 | 100,000 | 227,500 |
Performance Compensation
| Annual Equity Grant | Grant Date | Form | Grant Date Fair Value | Share Price | Shares Granted | Vesting |
|---|---|---|---|---|---|---|
| Director annual grant | May 7, 2024 | Common stock/RSUs | $100,000 | $6.95 per share | 14,388 | Earlier of next annual meeting or one-year anniversary |
| Annual equity policy | — | Common stock | $100,000 in 2024; $105,000 in 2025 | — | — | Same vesting as above |
- Director equity awards are time-based, not performance-conditioned; no stock options; minimum 1-year vesting requirement applies to all equity awards .
Other Directorships & Interlocks
- Current public company boards: COLD; EVTC; LPX; prior AAN through Oct 2024 .
- Potential interlocks/conflicts: No related-party transactions requiring disclosure in 2024; Code of Ethics prohibits conflicts and requires committee/board review of any related-person transactions .
Expertise & Qualifications
- CPA (Georgia); financial expert designation on Audit Committee; significant REIT finance, operations, and audit background; NACD cybersecurity oversight credential .
- Prior CFO experience in office REIT; NAREIT leadership roles (Accounting Committee Co-Chair; Best Financial Practices Council) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | Ownership Guideline | Guideline Status | Pledge/Hedge |
|---|---|---|---|---|---|
| Kelly H. Barrett | 67,821 | 0.05% | Directors: lesser of 27,500 shares (effective 1/1/2025) or $400,000 | Exceeds share threshold | Hedging/pledging prohibited; none pledged |
Insider Trades (Form 4 highlights)
- Pattern: Regular annual RSU awards and conversions to common; 2023 open-market purchase indicates alignment and confidence; no open-market sales observed in these records .
Governance Assessment
- Strengths: Independent Board Chair; Audit Chair financial expert; strong attendance; robust governance policies (majority voting, term limits, clawback, insider trading prohibitions, stock ownership guidelines) .
- Alignment: Exceeds director ownership guideline; recurring equity awards; 2023 director share purchase; hedging/pledging prohibited .
- Compensation structure: Balanced cash/equity; director pay modest with clear chair and committee differentials; increases in 2025 reflect competitive benchmarking .
- Compensation committee practices: Independent consultant (Ferguson Partners Consulting); independence assessed; no interlocks; strong risk controls in incentive design; 93% 2024 say-on-pay support signals investor approval of compensation governance .
- Potential red flags to monitor: Concentration of roles—Board Chair concurrently serving as Audit Chair concentrates oversight authority; while permissible and independent, many investors prefer separate chairs for key oversight committees to diversify governance responsibility . Board service load across multiple public companies could pose time-commitment risk; however, attendance thresholds were met in 2024 .
- Related-party/conflicts: None disclosed for 2024; Code mandates review of any potential conflicts by independent committees and the board .
Note: All data drawn from Piedmont’s 2025, 2024, 2019, 2018, and 2017 proxy statements and insider Form 4 filings cited above.