Kenneth C. Whitney
PJT PartnersAbout Kenneth C. Whitney
Independent director at PJT Partners since October 2015 (Class III), age 67, and current Chair of the Audit Committee; the Board has determined he is independent and an “audit committee financial expert.” He manages a private family investment office (since April 2013), previously served as a Senior Managing Director at Blackstone where he led Investor Relations & Business Development (1998–2013) and was a Senior Advisor (2013–2015); earlier in his career he worked at Coopers & Lybrand across audit, tax, and M&A. He holds a B.S. in Accounting from the University of Delaware.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private family investment office | Manager focused on start-ups and entertainment; Tony Award-winning producer | Apr 2013–present | Investor/producer; private office oversight |
| Blackstone | Senior Managing Director; Head of Investor Relations & Business Development Group | 1998–Apr 2013 | Led capital raising and alternative asset business development |
| Blackstone | Senior Advisor | Apr 2013–Sep 2015 | Continued advisory to Blackstone post-retirement |
| Coopers & Lybrand | Audit, accounting, tax, and M&A | Began 1980 | Broad financial, accounting, and transactions experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The First Tee | Board of Governors | Not disclosed | Non-profit governance |
| University of Delaware | Board of Trustees | Not disclosed | Alma mater; governance role |
Board Governance
- Committee assignments: Audit Committee Chair; members: Whitney (Chair), James Costos, Grace R. Skaugen; all are independent, financially literate, and qualify as “audit committee financial experts.”
- Independence: Board determined all directors except the CEO (Paul Taubman) and K. Don Cornwell are independent; Whitney is independent.
- Attendance: In 2024 the Board met 5 times and the Audit Committee met 7 times; each director attended at least 75% of the Board and committee meetings on which they served.
- Lead independent structure and executive sessions: Non-management directors held four executive sessions in 2024; Thomas M. Ryan is Lead Independent Director.
- Years of service on PJT board: Director since October 2015 (Class III; term expires 2027).
Fixed Compensation
| Item | 2024 Detail | 2025 Update |
|---|---|---|
| Annual non-management director retainer | $225,000 total; minimum 50% in RSUs (director may elect up to 100% RSUs). Whitney elected $112,500 cash and $112,500 stock awards. | Retainer increases to $250,000 effective June 1, 2025. |
| RSU grant (annual) | Granted June 3, 2024: 1,038 RSUs at $108.42 grant-date fair value per share (~$112,500). Vests 25% on Aug 31, 2024; Nov 30, 2024; Feb 28, 2025; May 31, 2025; settlement on earliest of service termination, June 1, 2029, or change in control (share or cash at Committee discretion). | Ongoing under same plan terms. |
| Committee chair fees | No separate chair fees disclosed; all non-management directors received $225,000 total in 2024. | Not disclosed. |
| Ownership guideline (directors) | Must hold equity ≥3x annual retainer within 5 years; all directors are, or expected to be, in compliance. | Guideline scales with new retainer from June 1, 2025. |
Performance Compensation
| Element | Structure | Metrics/Notes |
|---|---|---|
| Equity for directors | Time-vested RSUs only; quarterly vesting over service year; no performance conditions. | No performance metrics disclosed for director equity; RSUs delivered at or after service termination/fixed date/change in control. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Whitney. |
| Private/non-profit roles | Board of Governors, The First Tee; Board of Trustees, University of Delaware. |
| Board-level related party transactions (context) | Dynasty Equity Partners Management, LLC (affiliated with PJT director K. Don Cornwell) subleases office space from PJT; FY2024 payments ≈$0.9m; terms consistent with market; approved under related person policy (not a Whitney transaction, shown for board interlock context). |
Expertise & Qualifications
- Private equity and financial services expertise; extensive financial, accounting, operations, and management experience; recognized as an “audit committee financial expert.”
- Capital formation and investor relations leadership from Blackstone tenure; deep familiarity with alternative investments.
- Accounting foundation (B.S. in Accounting, University of Delaware).
Equity Ownership
| Holding/Policy | Detail |
|---|---|
| Class A shares beneficially owned | 10,699 shares. |
| Class B shares beneficially owned | 1 share of Class B common stock. |
| Partnership Units beneficially owned | 152,149 Partnership Units; includes 6,750 Partnership Units held in a trust for which Whitney is investment trustee. |
| Unvested RSUs at 12/31/2024 | 523 RSUs (includes dividend equivalent RSUs). |
| 2024 distributions on Partnership Units | $450,185 received as distributions under the Limited Partnership Agreement. |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited unless approved by General Counsel. |
| Director ownership guideline | ≥3x annual retainer; directors compliant or on track within guideline window. |
Governance Assessment
- Strengths
- Independent director and Audit Committee Chair with formal “audit committee financial expert” designation; the committee oversees financial reporting, internal controls, auditor independence, and major risk assessments.
- Attendance at or above company threshold (≥75%); Board and Audit Committee activity levels (5 and 7 meetings respectively) indicate active oversight.
- Clear ownership alignment through Class A shares, significant Partnership Units, and RSUs; director ownership guidelines enforced.
- Robust policies on hedging/pledging and clawbacks (entity-wide) support alignment and risk control.
- Watchpoints
- Up‑C structure entails tax/distribution flows to Partnership Unit holders; Whitney received $450,185 in 2024 distributions—routine for the structure but can create optics considerations around insider cash flows. Monitoring disclosure and committee independence mitigants is prudent.
- Board-level related party exposure exists via a separate director’s affiliate (Dynasty sublease), though the company’s related‑party policy requires approval/recusal and terms were characterized as market‑based. Continued Audit/Nominating Committee oversight advisable.
- Signals
- Director compensation mix (cash/RSU) emphasizes time-vested equity without performance metrics—typical for independent directors and aligned with governance best practices.
- No Section 16(a) compliance exceptions; company reports all director/officer filings complied with in 2024.
Note: Director-specific insider trade tables were not disclosed in the proxy; the company stated 2024 Section 16(a) compliance for directors/officers.