Renu Khator
PNC FINANCIAL SERVICES GROUPAbout Renu Khator
Renu Khator, age 69, has served on PNC’s Board since 2022 as an independent director. She is Chancellor of the University of Houston System and President of the University of Houston, with a long track record in higher education leadership and economic development. Dr. Khator holds a BA from Kanpur University, and an MA and PhD in Political Science from Purdue University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of South Florida | Provost & Senior Vice President; previously faculty | 22-year career at USF prior to joining UH (exact years not specified) | Senior academic leadership at a major public university; progression from faculty to top academic administrator |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Camden Property Trust | Director | Within past 5 years; PNC snapshot indicates 1 current other public board | “Other Public Company Directorships (within the past 5 years): The Camden Property Trust”; PNC snapshot shows she serves on 1 other public board |
| Association of Governing Boards of Colleges and Universities (AGB) | Council of Presidents – Member | Current | Board governance leadership in higher education |
| American Academy of Arts and Sciences | Member/Named to the Academy | Current | National recognition for scholarly and civic leadership |
| Federal Reserve Bank of Dallas | 11th District Chair | Prior service | Financial system oversight exposure |
| Indian Prime Minister’s Empowered Expert Committee | Member | Prior service | Advisory role on national priorities |
| U.S. DHS Academic Advisory Council | Member | Prior service | Federal advisory experience |
Board Governance
- Independence and board status: PNC’s Board determined Dr. Khator is independent under NYSE rules; 12 of 13 directors (92%) are independent .
- Committee assignments (2025 slate): Audit Committee; Nominating & Governance Committee (N&G) .
- Audit Committee rigor: Audit Committee met 11 times in 2024; all members (including Dr. Khator) were deemed “audit committee financial experts” with accounting or related financial management expertise by the Board .
- N&G Committee activity: N&G Committee met 5 times in 2024; oversees governance, director nominations, education, and non‑employee director pay .
- Attendance: In 2024, every director attended at least 75% of Board and applicable committee meetings; average attendance was ~98.5%. All incumbent directors attended the 2024 annual meeting of shareholders .
- Executive sessions and leadership: The Board holds regular executive sessions of independent directors; Presiding Director leads these sessions and governs agendas .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Board annual cash retainer | $105,000 | |
| Audit Committee member retainer | $15,000 | |
| N&G Committee member retainer | $10,000 (new component added for 2024–2025 term) | |
| Total fees earned by Khator (2024) | $130,000 | |
| Cash deferral election (Khator, 2024) | $130,000 deferred under Directors Deferred Compensation Plan | |
| Meeting fees | None disclosed |
Notes:
- The N&G Committee added a $10,000 cash retainer for N&G, Technology, and Corporate Responsibility committee members effective 2024–2025, improving recognition of committee workloads. Dr. Khator’s Audit ($15k) + N&G ($10k) + Board retainer ($105k) aligns to her $130k fees earned in 2024 .
Performance Compensation
| Award type | Grant date | Units/Shares | Fair value | Vesting | Performance metrics |
|---|---|---|---|---|---|
| Deferred Stock Units (DSUs) | April 24, 2024 | 1,075 DSUs | $169,915 (at $158.06 per share) | DSUs vest immediately; settle in PNC shares at retirement or death; dividend equivalents reinvested as DSUs; no voting rights | None; director equity not performance‑conditioned |
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Conflicts |
|---|---|---|---|
| Camden Property Trust | Director | Not disclosed in PNC proxy | No compensation committee interlocks disclosed involving Khator; PNC HR Committee members in 2024 were Cafaro, Feldstein, Harshman, Niblock |
Expertise & Qualifications
- PNC highlights Dr. Khator’s significant leadership in academia and expertise in economic development and funding research for community programs; Board also values her Houston community involvement .
- Her background adds perspective on large‑institution leadership, public sector engagement, and stakeholder/community investment, aligned with PNC’s corporate responsibility oversight and growth initiatives .
Equity Ownership
| Item | Detail |
|---|---|
| Director ownership guideline | Minimum 5x base retainer; as of Dec 31, 2024, threshold = $525,000; all directors met the minimum |
| 2024 equity grant | 1,075 DSUs on April 24, 2024, grant date value $169,915 at $158.06 per share |
| Deferrals | Khator deferred $130,000 of 2024 cash fees; directors may defer up to 100% of cash retainers into phantom stock units or interest crediting options |
| Hedging/pledging | Directors are prohibited from hedging PNC securities and from pledging PNC securities as collateral |
Note: The proxy states all directors met the minimum ownership threshold but does not disclose Khator’s specific share/unit totals in the excerpts above .
Governance Assessment
Strengths and positive signals
- Independence and committee service: Independent director on Audit and N&G—two high‑leverage committees for financial oversight and board effectiveness. Being designated an “audit committee financial expert” strengthens investor confidence in financial reporting oversight .
- Engagement and attendance: Board’s 2024 attendance was strong (avg. ~98.5%); all directors met ≥75% attendance and attended the annual meeting, indicating an engaged board culture .
- Pay alignment: Director pay structure balances cash and equity; Khator elected to defer 100% of 2024 cash fees, increasing alignment with shareholders. All directors meet stock ownership guidelines (≥$525k), further supporting alignment .
- Risk controls and ethics: Prohibitions on hedging and pledging; robust related‑person and independence policies; any ordinary‑course relationships are on non‑preferential terms and subject to Regulation O .
Monitoring items and potential risks
- Workload/overboarding: PNC’s policy flags availability review above three other public boards; snapshot shows Khator serves on one other public board—below threshold, but her dual full‑time UH leadership roles warrant ongoing monitoring of capacity (no concerns disclosed) .
- Related‑party exposure: PNC reports ordinary‑course financial services and charitable contributions involving directors/affiliates can occur; these are governed by independence guidelines and Regulation O, and no impairment of independence was found. No Khator‑specific related‑person transaction requiring approval was disclosed in the excerpts .
RED FLAGS
- None disclosed regarding attendance shortfalls, pledging/hedging, option repricing, or related‑party transactions involving Dr. Khator in the provided materials .