Renu Khator
About Renu Khator
Renu Khator, age 69, has served as an independent Trust Manager of Camden Property Trust since 2017 and is currently Chair of the Compensation Committee. She is Chancellor of the University of Houston System and President of the University of Houston (since January 2008), and holds a BA from Kanpur University and MA/PhD in Political Science and Public Administration from Purdue University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Houston System / University of Houston | Chancellor and President | Jan 2008 – Present | Executive leadership, governance and administration |
| University of South Florida | Provost and Senior Vice President | 2003 – 2007 | Academic leadership, administration |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The PNC Financial Services Group, Inc. | Independent Director | Current (disclosed in CPT proxy) | Not disclosed in CPT proxy |
Board Governance
- Independence and committees: Listed as “INDEPENDENT”; currently serves as Compensation Committee Chair; historically served on Audit Committee (appointed May 12, 2017) and was identified as an “audit committee financial expert” based on accounting and financial management expertise .
- Meetings and attendance: Board met five times in 2024; all Trust Managers attended at least 80% of Board and committee meetings. Independent Trust Managers hold regular executive sessions without management .
- Compensation Committee activity: Compensation Committee held 2 meetings in 2024; members were Khator (Chair), Scott S. Ingraham, and Steven A. Webster. Charter last amended October 25, 2023; oversight includes clawback policy administration .
- Independence compliance: Each member of the Audit, Compensation, and Nominating, Corporate Governance, and Sustainability Committees satisfies applicable independence requirements (SEC/NYSE) .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash fee for independent Trust Managers | $80,000 | $80,000 | May be elected in shares at 150% of cash value; vesting 25% at grant and 25% annually for three years; accelerated vesting at age 65 |
| Compensation Committee Chair fee | $22,500 | $25,000 | Role-specific additional cash fee |
| Other committee member fees (non-chair) | Audit: $12,500; Compensation: $10,000; Nominating/CGS: $7,500 | Audit: $12,500; Compensation: $10,000; Nominating/CGS: $8,000 | 2024 schedule shown; updated for alignment with peers effective May 9, 2025 |
| Lead Independent Trust Manager fee | $27,500 | $35,000 | Fee increased in 2024 |
Director compensation received by Renu Khator (fiscal year basis):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $22,500 | $25,000 |
| Stock Awards (grant date fair value) | $230,061 | $230,083 |
| Total | $252,561 | $255,083 |
Performance Compensation
Director equity awards are not performance-conditioned; they consist of fully vested annual share grants and elective time-based share awards in lieu of cash retainers:
| Grant Type | Grant Date | Grant Value ($) | Vesting Schedule |
|---|---|---|---|
| Fully vested annual share award (re-elected Trust Managers) | May 12, 2023 | $110,058 | Fully vested at grant |
| Shares in lieu of $80,000 cash fee (150% value) | May 12, 2023 | $120,003 | 25% at grant; 25% annually for three years; accelerated at age 65 |
| Fully vested annual share award (re-elected Trust Managers) | May 10, 2024 | $110,035 | Fully vested at grant |
| Shares in lieu of $80,000 cash fee (150% value) | May 10, 2024 | $120,048 | 25% at grant; 25% annually for three years; accelerated at age 65 |
Notes:
- Effective May 9, 2025, the annual director equity award will be increased to $120,000 to align with the peer group median .
- As of year-end 2023 and 2024, Khator had no unvested director share awards given accelerated vesting at age 65; other older directors similarly had none .
Other Directorships & Interlocks
| Company | Relationship to CPT | Potential Interlock/Conflict Indicator |
|---|---|---|
| The PNC Financial Services Group, Inc. | External public company; Khator is current director | No CPT-related transactions disclosed via Compensation Committee interlocks; committee members (including Khator) had no relationships requiring related-person disclosure in 2023–2024 |
Expertise & Qualifications
- Governance and leadership: Extensive experience leading large academic institutions; recognized communication and leadership skills .
- Financial oversight: Designated “audit committee financial expert” in 2019; historical Audit Committee service supports financial reporting oversight credentials .
- Compensation governance: Compensation Committee Chair since February 20, 2020; oversees philosophy, NEO goal-setting, severance/change-in-control agreements, and clawback policy administration .
Equity Ownership
Ownership guidelines and prohibitions:
- Director stock ownership guideline: Minimum beneficial ownership of CPT common shares with a market value of at least five times the annual cash fee within five years of joining the Board; all non-employee Trust Managers are currently in compliance .
- Hedging/pledging: Prohibits short sales and derivative hedging; generally prohibits holding CPT shares in margin accounts or pledging as collateral .
Beneficial ownership (Khator):
| As-of Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| Mar 16, 2022 | 10,959 | <1% |
| Mar 16, 2023 | 12,486 | <1% |
| Mar 14, 2025 | 16,728 | <1% |
Unvested director share awards (end of period):
| As-of Date | Unvested Share Awards |
|---|---|
| Dec 31, 2023 | — (age ≥65; accelerated vesting) |
| Dec 31, 2024 | — (age ≥65; accelerated vesting) |
Governance Assessment
- Alignment signals: Khator consistently elects equity in lieu of cash retainers (150% of cash value) and receives fully vested annual share awards—tilting director pay toward share-linked value, with time-based vesting aligned to tenure; accelerated vesting at age 65 is standard in CPT’s director program. Ownership guideline at 5x cash fee and policy prohibiting hedging/pledging strengthen alignment and risk controls .
- Committee effectiveness: As Compensation Committee Chair since 2020, she oversees pay philosophy, NEO performance metrics, and clawback policy; 2024 meetings held (2) and high say-on-pay support in 2023 (~91%) suggest investor acceptance of pay design under her oversight .
- Independence and conflicts: CPT discloses no related-person transactions or interlocks for Compensation Committee members (including Khator) in 2023–2024; committee independence is affirmed for all members .
- Attendance/engagement: Board met five times in 2024 with ≥80% attendance by all Trust Managers; independent executive sessions occur regularly—supporting robust oversight culture .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, option repricing, tax gross-ups, or low say-on-pay outcomes. Potential time-commitment consideration exists given her full-time academic leadership and external directorship; however, CPT reports strong attendance and engagement .
Compensation Committee consultants and peer benchmarking:
- Independent consultants engaged over time (Longnecker, NFPCC, CBIZ) with conflict-of-interest assessments affirming independence; peer groups reviewed and updated, indicating structured, market-referenced pay decisions under Khator’s committee leadership .