Keycorp /New/ DEF 14A, filed Mar 22, 2024

Keycorp /New/ (KEY)

DEF 14A 2024-03-22 For: 2024-05-09

View Original

Added on June 12, 2026

About this DEF 14A

Keycorp /New/ filed this DEF 14A on March 22, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under Rule 14a-12



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Date and Time:		Place:

Thursday, May 9, 2024, at 8:30 a.m., ET		To be held virtually – Virtual Meeting Link: meetnow.global/MZ6NZMD


Proposal	Page	Board Recommendation

1. Election of Directors You are being asked to elect 13 directors. Each of the nominees is standing for election to hold office until the 2025 Annual Meeting of Shareholders.	1	“FOR” each nominee

2. Auditor Ratification You are being asked to ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent auditor for fiscal year 2024. One or more representatives of Ernst & Young LLP will be present at the meeting to respond to appropriate questions from shareholders.	70	“FOR”

3. Say-on-Pay You are being asked to approve, on an advisory, non-binding basis, compensation paid to KeyCorp’s Named Executive Officers (as defined on page 25 of this proxy statement). This advisory vote is held on an annual basis.	71	“FOR”

4. Shareholder Proposal Seeking an Independent Board Chairperson A shareholder proposal seeking to separate the offices of Chairman and Chief Executive Officer and the appointment of an independent chairperson is being presented for vote.	72	“AGAINST”


Who May Vote:	Voting Online Prior to Meeting:	Voting During the Meeting:



Shareholders of record as of the close of business on March 15, 2024.	Registered holders can go to www.envisionreports.com/key, or scan the QR code on the Notice of Internet Availability of Proxy Materials or the proxy card, and follow the instructions. If you hold your shares in street name, please follow the instructions found on your voting instruction form.	Registered holders will need the 15-digit control number appearing on the Notice of Internet Availability of Proxy Materials or proxy card distributed to you. Beneficial holders have two options: (1) Submit proof of your legal proxy issued by your broker, bank, or other nominee that holds your shares by sending a copy of the legal proxy, along with your name and email address, by e-mail or mail as further described in the “General Information about the Annual Meeting” section of the proxy statement. Requests for a control number must be labeled as “Legal Proxy” and be received by Computershare no later than 5:00 p.m., ET, on Monday, May 6, 2024. (2) An industry solution has been developed to allow beneficial owners to register to vote online through the virtual meeting platform. We expect the vast majority of beneficial owners will be able to vote using the control number received with their voting instruction form. Please note, however, that this option is intended to be provided as a convenience only, and there is no guarantee this option will be available for every type of beneficial owner voting control number. For more information on how to vote during the Annual Meeting, please refer to the “General Information about the Annual Meeting” section of the proxy statement beginning on page 75.
Voting by Mail:	Voting by Telephone:

Complete, sign, and date the proxy card and return it in the envelope that was provided in the proxy statement mailing package.	Follow the instructions on your proxy card.



Supported Clients		• Strengthened our relationship business model by supporting existing and growing new relationships • In our Consumer Bank, we grew relationship households by 3% and in our Commercial Bank, we grew clients by 4%


Strengthened our Balance Sheet		• Navigated our balance sheet through volatile markets • Focused on relationships, primacy, and quality deposits; de-emphasized non-relationship business • Grew period-end deposits by nearly $3 billion year-over-year • Significantly improved our funding and liquidity positions • Positioned to be more resilient to changes in interest rates


Managed Expenses		• Simplified and streamlined our businesses while improving client experiences


Improved Capital Position		• Common Equity Tier 1 ratio increased 90 basis points in 2023 to 10.0%, above our targeted range • Reduced risk-weighted assets by approximately $14 billion, exceeding our full year target


Maintained Solid Credit Quality		• Strong risk-management discipline • Net charge-offs to average loans remain near historic lows at 21 basis points in 2023 • High-quality loan portfolio; over 50% of our commercial & industrial loans rated as investment grade or the equivalent • Less exposure to office, commercial real estate, leveraged lending, and credit cards than peers


Standing Board Committees	Audit Committee	14 meetings in 2023	(page 14)
	Compensation and Organization Committee	8 meetings in 2023	(page 15)
	Nominating and Corporate Governance Committee	7 meetings in 2023	(page 14)
	Risk Committee	8 meetings in 2023	(page 15)
	Technology Committee	5 meetings in 2023	(page 16)


What We Did:		How We Delivered Pay:
• Considering the unique challenges faced by Key in 2023, we adjusted certain measures in our short-term incentive plan to reflect the mid-year pivot in our strategies and priorities.		• The KeyCorp 2023 Annual Incentive Plan was amended to reflect the view that 2023 consisted of two distinct time periods with different strategic priorities: pre- and post- regional banking crisis. • The Compensation Committee held performance against the amended plan to 100%. The Compensation Committee approved final funding of 80% under the amended plan, capping our executive leadership team at 75% funding, This marks the second consecutive year of below-target funding for our annual incentive plan, as well as the second consecutive year in which our executive officers received lower funding than the general employee population. • Information about the amendment to the plan and approved funding rate begins on page 29 of this proxy statement under “Annual Incentive Plan”. Information about individual pay decisions for our NEOs begins on page 36 of this proxy statement, under “2023 Pay Decisions for Named Executive Officers.”

• We maintained a focus on multi-year EPS and ROTCE relative to our Peer Group through our long-term incentive plan.		• The 2021-2023 Long-Term Incentive Plan (performance awards) performed at 85.8% of target, driven by above-target performance on our EPS goals and balanced by below-target performance against ROTCE versus our Peer Group. Final financial performance was negatively adjusted based on our TSR versus our Peer Group for the three-year period.

• We continued to deliver 70% of our long-term incentive compensation to executive officers as “performance-based compensation.”		• Since 2021, we have delivered our long-term incentive compensation as 60% performance shares, 30% restricted stock units, and 10% stock options with a 10% premium on the exercise price.


PROPOSAL ONE: Election of Directors			1

Director Recruitment and Qualifications			1

Director Matrix			2

Director Assessments			4

Election Process			4

2024 Nominees for Director			4

The Board of Directors and Its Committees			12

Board Leadership Structure			12

Board Assessments			13

Board and Committee Responsibilities			13

Board Oversight of Risk			16

Oversight of Compensation-Related Risks			17

Corporate Responsibility and Sustainability			17

Director Independence			18

Related Party Transactions			19

Shareholder Engagement			19

Director Education			20

Communication with the Board			20

Corporate Governance Documents			21

Corporate Governance Guidelines			21

Code of Business Conduct and Ethics			21

Statement of Political Activity			21

Corporate Responsibility and Sustainability Reports			21

Ownership of KeyCorp Equity Securities			22

Executive Officer and Director Equity Ownership Guidelines			24

Policy Restricting Hedging, Pledging and Speculative Trading of KeyCorp Securities			24

Equity Compensation Plan Information			24

Compensation Discussion and Analysis			25

Table of Contents			25

Objectives of Our Compensation Program			25

Overview of 2023 Performance			27

Elements of Our Pay Program			28

Total Pay of Our Named Executive Officers			36

Other Elements of Compensation			38

How We Make Pay Decisions			39

Compensation and Organization Committee Report			44
Compensation of Executive Officers and Directors			45

2023 Summary Compensation Table			45

2023 Grants of Plan-Based Awards Table			47



2023 Outstanding Equity Awards at Fiscal Year-End Table			48

2023 Option Exercises and Stock Vested Table			51

2023 Pension Benefits Table			52

2023 Nonqualified Deferred Compensation Table			53

Potential Payments Upon Termination or Change of Control			55

2023 Post-Termination Tables			56

Pay Ratio			60

Required Pay Versus Performance Disclosure			61

Directors’ Compensation			65

2023 Director Compensation Table			66

Audit Matters			68

Ernst & Young’s Fees			68

Pre-Approval Policies and Procedures			68

Audit Committee Report			69

PROPOSAL TWO: Ratification of Independent Auditor			70

PROPOSAL THREE: Advisory Approval of KeyCorp’s Executive Compensation			71

PROPOSAL FOUR: Shareholder Proposal Seeking an Independent Board Chairperson			72

Board of Directors Statement and Recommendation			73

General Information about the Annual Meeting			75

Matters to Be Presented			75

How Votes Will Be Counted			75

Revoking a Proxy			75

Cost of Proxy Solicitation			75

Attending the Annual Meeting			76

Submitting Questions			76

Additional Information			77

Proxy Statement Proposals for the 2025 Annual Meeting of Shareholders			77

Other Proposals and Director Nominations for the 2025 Annual Meeting of Shareholders			77

Eliminating Duplicative Proxy Materials			77

Annual Report			78



M&A/Strategic Planning & Development				Experience leading mergers and acquisitions, the integration of people and systems, and driving strategic direction and managing the operations of a complex organization. We regularly evaluate mergers and acquisitions and other strategic opportunities, and our Board plays an important role in overseeing the execution of our strategy against our risk appetite.

Cybersecurity/Technology				Expertise in information security, data privacy, and cybersecurity, as well as technology strategy and familiarity with emerging technologies. Technology and innovation are central to our business, and it is paramount that we deliver products and services in a way that keeps our and our clients’ information secure.

Risk Management				Experience in managing or identifying potential areas of risk as well as knowledge of risk management principles and concepts. Effectively managing risk and reward is one of Key’s strategic priorities. In light of the Board’s role in overseeing risk management, it is important to have directors with risk management experience who are adept at identifying and assessing risks.

Regulatory				Experience in governmental and regulatory affairs, including experience acquired through positions in a regulated industry and/or with government organizations and regulatory bodies as well as experience working with government officials. As a regulated financial services institution, we value directors who understand the complex regulatory landscape in which we operate. Our Board also benefits from having a director who is a former bank regulator.

Banking & Financial Industry				Expertise in the banking and financial industry through leadership roles at financial institutions or financial industry regulators, related experiences at other companies as current or former executives, and/or service on relevant boards of directors. We directly benefit from directors who have expertise in our industry and who possess specific insights into the opportunities and challenges that we face as a financial services institution.

Finance/Treasury Management				Expertise in finance and accounting, particularly with respect to internal and external auditing, internal controls, financial reporting, and treasury management. The Board is instrumental in reviewing our financial statements and disclosures and overseeing our capital planning and liquidity management processes.

Digital Marketing/Analytics				Experience with marketing and branding in a digital environment and leveraging analytics to create, market, and deliver tailored products and services. We deliver products and services across a variety of channels, from our website and social media to our branch network, and we value directors who can help us execute.

Retail and Small Business				Experience in managing a retail enterprise or providing products and services to small businesses. We provide banking products to our customers, including small businesses, through our network of branches and ATMs. We believe that directors with retail and small business experience provide valuable insight into our retail branch network.

Wealth Management				Expertise in acquiring mass affluent and high net worth customers and delivering wealth management products and services. Wealth management products and services are a strategic priority for our consumer bank and the Board provides valuable oversight and guidance as we execute that strategy.

Corporate Governance/Public Company				Experience as a public company CEO or other senior executive or expertise in matters of corporate governance, board practices, corporate responsibility and sustainability. The Board is responsible for maintaining practices and a governance structure that provide effective oversight of management and are responsive to feedback from shareholders and other stakeholders.

Compensation & Benefits/Succession Planning				Experience with aligning compensation plans and programs to strategy and incentivizing proper risk-taking, as well as retaining and developing talent. Our Board oversees our compensation policies and practices and ensures that we are rewarding our executives and employees for driving sound profitable growth, while putting our customers and their interests first.



Alexander M. Cutler

Age: 72 Director Since: 2000 KeyCorp Committee(s): • Nominating and Corporate Governance (Chair) • Compensation and Organization • Executive		Biography: Mr. Cutler is KeyCorp’s independent Lead Director. From 2000 through May of 2016, he was Chairman and Chief Executive Officer of Eaton Corporation plc, a publicly-held, global, diversified power management company with approximately 85,000 employees that sells products to customers in more than 175 countries. He is a member of the board of directors of the Musical Arts Association and a life director of the United Way of Greater Cleveland.
		Select Qualifications and Experience: • Experience across a wide range of senior management and executive roles with Eaton Corporation plc and certain of its predecessor companies. Significant corporate governance experience and public company board experience through his role as Chairman of Eaton Corporation plc, his service on the DuPont de Nemours, Inc. board, and as a former member of the Executive Committee of the Business Roundtable. • Extensive experience negotiating and completing acquisitions and divestitures and integrating acquired companies gained through leadership positions with Eaton Corporation plc.
		Other Public Directorships: • DuPont de Nemours, Inc. (since 2008)



H. James Dallas

Age: 65 Director Since: 2005 KeyCorp Committee(s): • Audit • Nominating and Corporate Governance • Technology (Chair)		Biography: In 2013, Mr. Dallas retired as Senior Vice President of Quality and Operations at Medtronic Inc., a global medical technology company. Mr. Dallas, who joined Medtronic Inc. in 2006, had previously served as Senior Vice President and Chief Information Officer at Medtronic Inc. Mr. Dallas’s responsibilities included executing cross-business initiatives to maximize the company’s global operating leveraging. Mr. Dallas also served as a member of Medtronic Inc.’s executive management team. Mr. Dallas is an independent consultant focusing on change management, information technology strategy, and risk. He also serves as a director of Grady Memorial Hospital Corporation.
		Select Qualifications and Experience: • Significant experience with enterprise change management, information technology, information technology security, and data privacy, including prior service as the Chief Information Officer of Medtronic Inc. and, prior to that, as Chief Information Officer of Georgia-Pacific Corporation. • As Chief Information Officer for major public corporations, had primary responsibility for risks related to information technology and security. As Senior Vice President of Quality and Operations with Medtronic Inc., held significant responsibility for operational risk management.
		Other Public Directorships: • Centene Corporation (since 2020) • Strategic Education, Inc. (formerly Cappella Education Company) (2015-2021) • WellCare Health Plans, Inc. (2016-2020)



Elizabeth R. Gile

Age: 68 Director Since: 2010 KeyCorp Committee(s): • Risk (Chair) • Nominating and Corporate Governance		Biography: In 2005, Ms. Gile retired from Deutsche Bank AG where she was Managing Director and the Global Head of the Loan Exposure Management Group since 2003. From 2007 to 2009, Ms. Gile was Managing Director and Senior Strategic Advisor to BlueMountain Capital Management, a hedge fund management company. Prior to joining Deutsche Bank AG, Ms. Gile spent 24 years with J.P. Morgan, where she was responsible for areas encompassing credit risk, credit analysis and research, lending, credit market trading, counterparty risk, and portfolio management. Ms. Gile is a trustee and Secretary of the board of the Brooklyn Botanic Garden.
		Select Qualifications and Experience: • A distinguished career in the banking, finance, and capital markets industries with leading global financial institutions. Significant roles with J.P. Morgan, Deutsche Bank AG, and Toronto Dominion Securities managing loan portfolios, capital markets, derivatives and corporate lending transactions, and credit research. • As Global Head of the Loan Exposure Management Group for Deutsche Bank AG, had global responsibility for managing the credit risk of loans and lending-related commitments, giving her experience in identifying, assessing, and managing risk exposures of a large, complex financial firm.
		Other Public Directorships: • Watford Holdings Ltd. (2017-2021)



Ruth Ann M. Gillis

Age: 69 Director Since: 2009 KeyCorp Committee(s): • Audit • Technology		Biography: From 2008 until her retirement in 2014, Ms. Gillis served as Executive Vice President and Chief Administrative Officer of Exelon Corporation, a publicly-held Fortune 100 diversified energy company, and President of Exelon Business Services Company, a subsidiary of Exelon Corporation. Ms. Gillis also served as Chief Diversity Officer and as Chief Financial Officer of Exelon Corporation. Prior to her time at Exelon Corporation, Ms. Gillis served as Chief Financial Officer of the University of Chicago Hospitals and Health System and, from 1977 to 1996, Ms. Gillis held various senior management and lending positions at First Chicago Corporation. Ms. Gillis is a life trustee of the Goodman Theatre and a life director of the Lyric Opera of Chicago.
		Select Qualifications and Experience: • Extensive finance, banking, risk management, financial reporting, operations and technology, human capital management, and regulatory expertise acquired in highly regulated and complex industries with a history of accomplishment and executive capability. • Ms. Gillis qualifies as an “audit committee financial expert” as defined by the Securities and Exchange Commission and has been recognized as a National Association of Corporate Directors Board Leadership Fellow since 2017.
		Other Public Directorships: • Voya Financial Inc. (since 2015) • Snap-on Incorporated (since 2014)


				iii



Christopher M. Gorman

Age: 63 Director Since: 2019 KeyCorp Committee(s): • Executive (Chair)		Biography: Mr. Gorman was elected Chairman, Chief Executive Officer, and President of KeyCorp on May 1, 2020. Mr. Gorman joined KeyCorp in 1998 when it acquired McDonald Investments, a registered broker-dealer, where Mr. Gorman held various leadership roles. Since joining KeyCorp, Mr. Gorman has served in numerous capacities including Chief Operating Officer from 2019 to 2020, President of Banking and Vice Chairman from 2017 to 2019, as Merger Integration Executive leading KeyCorp’s integration of First Niagara Financial Group, Inc. from 2016 to 2017, and as President of Key Corporate Bank from 2010 to 2016. Mr. Gorman is a member of the Supervisory Board of The Clearing House, a board member of the Bank Policy Institute, Chairman of the Ohio Business Roundtable, and serves as a board member of the Greater Cleveland Partnership, University Hospital Health System, and the Cleveland Museum of Art.
		Select Qualifications and Experience: • Over 25 years of financial services leadership experience in corporate, investment, private, and retail banking. Provides critical insight on KeyCorp’s business and operations to the Board of Directors. • Leads the sales, service and operations of one of the largest financial services companies in the United States with over 3 million clients and over 17,000 colleagues. Oversees an expanded $40 billion community benefits plan that delivers mortgage lending, community development, affordable housing, small business lending, and transformative philanthropy to the underserved. • Was responsible for leading the integration of First Niagara Financial Group, Inc., a $40 billion financial institution with 400 branches, the largest acquisition in KeyCorp’s 190-year history.



Robin N. Hayes

Age: 57 Director Since: 2020 KeyCorp Committee(s): • Risk • Technology		Biography: Mr. Hayes is the former Chief Executive Officer of JetBlue Airways Corporation, a publicly-held airline and passenger carrier company. Prior to his appointment as JetBlue’s Chief Executive Officer in 2015, Mr. Hayes served as President from 2014 to 2015 and Chief Commercial Officer from 2008 to 2014. Mr. Hayes also worked in various management capacities over a 19-year career with British Airways Plc.
		Select Qualifications and Experience: • Extensive operational, marketing, and sales expertise accumulated during an over 30-year career in aviation and across a wide range of executive and management roles, including numerous roles overseeing British Airways Plc’s international markets, including the Americas region, the airline’s largest market outside the U.K. • Responsible for market-leading innovation in the airline industry as an executive with JetBlue in technology, operations, and customer service.
		Other Public Directorships: • JetBlue Airways Corporation (2015-2024)


Carlton L. Highsmith

Age: 72 Director Since: 2016 KeyCorp Committee(s): • Nominating and Corporate Governance • Risk		Biography: Mr. Highsmith joined the Board in August 2016 in connection with the First Niagara merger. He was a member of the board of directors of First Niagara since 2011, serving on the Governance/Nominating Committee and the Audit Committee. He previously served on the board of directors of NewAlliance Bancshares from 2006 until it was acquired by First Niagara in 2011. Mr. Highsmith was founder, Chief Executive Officer, and Chairman of The Specialized Packaging Group (“SPG”). He grew SPG into one of the largest designers, printers, and manufacturers of paperboard and paperboard composite packaging for consumer products in North America before merging the company with PaperWorks Industries in 2009. Mr. Highsmith is Vice Chairman of the board of trustees of Quinnipiac University, trustee of the Yale New Haven Health System, Chairman of the Connecticut Center for Arts & Technology (“ConnCAT”), and Board Chair of the Connecticut Community Outreach Revitalization Program (“ConnCORP”).
		Select Qualifications and Experience: • Successful corporate executive and entrepreneur with significant community and regional bank board experience, having served on the board of directors of both NewAlliance and First Niagara. • Skilled business strategist who founded a package design/engineering business and grew that start-up company into one of the largest, most innovative, and highly regarded designers and manufacturers of paperboard packaging for consumer products in North America. • Experienced in mergers and acquisitions, having led and actively managed three successful acquisitions as Chief Executive Officer of SPG (Lawson Mardon Carton North America from Alusuisse Lonza in 1998, Focus Packaging in 2003, and Packaging Machinery Service in 2003), as well as the successful merger of his company with PaperWorks Industries in 2009. • Social entrepreneur and community leader who founded two non-profit organizations (ConnCAT and ConnCORP) that have attracted over $100 million of philanthropic capital over the last 10 years to fund world class workforce development, youth digital arts programs, entrepreneurship training workshops, and financial literacy programs in Connecticut’s most challenging communities.


Richard J. Hipple

Age: 71 Director Since: 2012 KeyCorp Committee(s): • Audit (Chair) • Executive • Nominating and Corporate Governance		Biography: Mr. Hipple retired as Executive Chairman of Materion Corporation, a publicly-held manufacturer of highly engineered advanced materials and related services, in December 2017. Mr. Hipple previously served as Chairman of the Board and Chief Executive Officer of Materion Corporation from 2006 to 2017 and President from 2005 to 2017. Prior to that, Mr. Hipple served in the steel industry for 26 years in a number of capacities, including project engineer, strategic planning, supply chain management, operations, sales and marketing, and executive management. Mr. Hipple is trustee of the board of trustees of the Cleveland Institute of Music. He is also a member of the board of directors of KeyBank National Association.
		Select Qualifications and Experience: • Extensive exposure to global commerce as former Chief Executive Officer of Materion Corporation, which serves customers in more than 60 countries and employs 3,100 people worldwide. Additionally, experience as a director at Ferro Corporation, Barnes Group Inc., and Luxfer Holdings PLC, which represent manufacturing companies with leading technologies, broad international footprints, and market diversity. With significant experience in the oversight and management of financial risks, Mr. Hipple qualifies as an “audit committee financial expert” as defined by the Securities and Exchange Commission. • Significant corporate governance and executive-level management experience, including as the Executive Chairman and President and Chief Executive Officer of Materion Corporation, as Lead Director at Ferro Corporation, and as Chairman of the compensation committees of Ferro Corporation and Luxfer Holdings PLC.
		Other Public Directorships: • Luxfer Holdings PLC (since 2018) • Barnes Group Inc. (since 2017) • Ferro Corporation (2007–2018) • Materion Corporation (2006–2017)



Devina A. Rankin

Age: 48 Director Since: 2020 KeyCorp Committee(s): • Audit • Technology		Biography: Ms. Rankin is Executive Vice President and Chief Financial Officer of Waste Management, Inc., a publicly-held waste and environmental services company. Prior to her promotion to Chief Financial Officer in 2017, Ms. Rankin held several corporate finance positions of increasing responsibility including Treasurer from 2012 to 2017 and as Assistant Treasurer. Prior to joining Waste Management, Inc., Ms. Rankin was a member of the assurance practices of Ernst & Young and Arthur Andersen.
		Select Qualifications and Experience: • As Executive Vice President and Chief Financial Officer of Waste Management, Inc., Ms. Rankin is responsible for all finance functions of the company, as well as for internal audit, investor relations, supply chain functions, and business development. • With an extensive career in corporate finance and as a certified public accountant licensed in Texas, Ms. Rankin qualifies as an “audit committee financial expert” as defined by the Securities and Exchange Commission.



Barbara R. Snyder

Age: 68 Director Since: 2010 KeyCorp Committee(s): • Compensation and Organization (Chair) • Executive • Nominating and Corporate Governance		Biography: Since 2020, Ms. Snyder has been President of the Association of American Universities, an organization composed of America’s leading research universities that helps to shape policy for higher education and research. Prior to joining the Association of American Universities, Ms. Snyder was President of Case Western Reserve University in Cleveland, Ohio from 2007 to 2020. Ms. Snyder previously served as Executive Vice President and Provost of The Ohio State University (“OSU”). She served as a faculty member of OSU’s Moritz College of Law from 1988 to 2007. From 2000 to 2007, she held the Joanne W. Murphy/Classes of 1965 and 1973 Professorship at OSU. Ms. Snyder is a director of the National Humanities Alliance.
		Select Qualifications and Experience: • In 2020, Association of American Universities member universities received $28.8 billion in federal research awards (63% of total federally funded research and development), produced 5,583 patents and 5,241 technology license agreements, and awarded 30,358 research doctorates. • Former President of Case Western Reserve University, one of the nation’s leading universities and a major private research institution with significant focus on science, engineering, and technology. During her tenure, Case Western Reserve University tripled its undergraduate admissions applications, became twice as selective, dramatically increased the academic quality of the entering class, and experienced unprecedented fundraising success, setting new records for annual attainment.
		Other Public Directorships: • The Progressive Corporation (since 2014)



Richard J. Tobin

Age: 60 Director Since: 2021 KeyCorp Committee(s): • Compensation and Organization • Technology		Biography: Mr. Tobin has served as President and Chief Executive Officer of Dover Corporation, a publicly-held diversified global manufacturer and solutions provider, since May 2018 and a director since 2016. Prior to joining Dover Corporation, Mr. Tobin served as Chief Executive Officer and a director of CNH Industrial N.V. from 2013 to 2018. Prior to the integration of Fiat Industrial S.p.A. and CNH Global N.V. into CNH Industrial N.V., Mr. Tobin was Group Chief Operating Officer of Fiat Industrial S.p.A. and President and Chief Executive Officer of CNH Global N.V., a role he assumed in 2012 after two years as Chief Financial Officer of CNH Global N.V., and Chief Financial Officer and Head of Information Technology at SGS S.A. from 2004 to 2010. Mr. Tobin is a director of the National Association of Manufacturers and a director of Shedd Aquarium.
		Select Qualifications and Experience: • More than 30 years of experience in international management and finance, acquired through global leadership roles of increasing responsibility and scope. Significant corporate management experience in his roles as Chief Executive Officer of two publicly traded corporations. • Extensive financial experience in both U.S. GAAP and IFRS accounting standards obtained in his roles as Chief Financial Officer of SGS S.A. and CNH Global N.V. Broad experience in capital markets and supervised one of North America’s largest captive banks during his tenure at CNH Industrial N.V. Robust understanding of information technology and cybersecurity stemming from his role as Chief Financial Officer and Head of Information Technology of SGS S.A.
		Other Public Directorships: • Dover Corporation (since 2016) • CNH Industrial N.V. (2013-2018)



Todd J. Vasos

Age: 62 Director Since: 2020 KeyCorp Committee(s): • Compensation and Organization • Technology		Biography: Mr. Vasos is a director and has served as Chief Executive Officer of Dollar General Corporation, a publicly-held variety retail company, since October 2023. Mr. Vasos previously served as Senior Business Advisor following his initial retirement as Chief Executive Officer in November 2022. Mr. Vasos served as Chief Executive Officer of Dollar General Corporation from 2015 to 2022. Prior to his election as Chief Executive Officer, Mr. Vasos served as Chief Operating Officer from 2013 to 2015 and as Executive Vice President, Division President and Chief Merchandising Officer from 2008 to 2013. Prior to joining Dollar General, Mr. Vasos served in executive positions with Longs Drug Stores Corporation for seven years, as well as in leadership positions at Phar-Mor Food and Drug Inc. and Eckerd Corporation.
		Select Qualifications and Experience: • Successful track record of driving profitable growth at Dollar General Corporation through strong execution, digital transformation, and a people-centric philosophy. • Extensive retail executive and management experience, including in merchandising, operations, marketing, advertising, global procurement, supply chain, and store development.
		Other Public Directorships: • Dollar General Corporation (since 2015)



David K. Wilson

Age: 69 Director Since: 2014 KeyCorp Committee(s): • Risk		Biography: Until his retirement in January 2014, Mr. Wilson served in a variety of positions with the Office of the Comptroller of the Currency (“OCC”) over the course of a 32-year career, including as Examiner-In-Charge (“EIC”) of two global banks and in a number of policy focused roles. In 2009, Mr. Wilson transitioned from Large Bank EIC into policy work, initially as Senior National Bank Examiner and co-chair of the OCC’s National Risk Committee. In 2010, he was appointed Deputy Comptroller for Credit and Market Risk. He then briefly served as Senior Deputy Comptroller and Chief National Bank Examiner before returning to the field as an EIC. Mr. Wilson also has served as an independent consultant focusing on bank regulatory and risk strategy matters. He is also a member of the board of directors of KeyBank National Association.
		Select Qualifications and Experience: • Significant bank regulatory and risk strategy expertise, including providing advice and counsel to the Comptroller of the Currency, testifying before Congress, developing policy, and participating in regulatory rulemaking following the Dodd-Frank Act. • Extensive experience and understanding of the financial services regulatory climate, including participating in the Financial Stability Oversight Council (“FSOC”), serving as the OCC representative on FSOC’s Systemic Risk Committee, and chairing the Federal Financial Institutions Examination Council Task Force on Supervision.



Board Assessment	g The Board Assessment Questionnaire is reviewed by the Nominating and Corporate Governance Committee and any enhancements are incorporated into the Questionnaire.	g The Questionnaire is released to all directors for their consideration, with topics including board oversight, meeting cadence and materials, and composition and structure.	g Responses to the Questionnaire inform a discussion, led by our Lead Director, during an executive session of the full Board.


Committee Assessments	g Each Committee Assessment Questionnaire is reviewed by its respective committee and any enhancements are incorporated into the Questionnaire.	g The Questionnaire is released to each committee’s respective directors for completion, with topics including materials, access to management, and meeting tenor.	g Responses to the Questionnaire are used by each Committee Chair to lead a discussion during the next session of the committee.


Director Assessments	g The Director Assessment Questionnaire is reviewed by the Nominating and Corporate Governance Committee and any enhancements are incorporated into the Questionnaire.	g The Questionnaire is released to all directors for their completion, asking each director to rate his or her performance and identify areas of opportunity.	g Responses to the Questionnaire serve as a foundation for an individualized discussion of each director’s performance in an executive session of our Nominating and Corporate Governance Committee (which includes each of our Committee Chairs).


Lead Director Assessment	g The Lead Director Assessment is reviewed by the Nominating and Corporate Governance Committee and any enhancements are incorporated into the Questionnaire.	g The Questionnaire is released to all independent directors for their completion, to provide feedback on the Lead Director’s performance against the role’s specified responsibilities.	g Responses to the Questionnaire inform a discussion of our Board, with the Lead Director excused from participation, in connection with the annual appointment of a Lead Director.


Audit Committee

Chair: Richard J. Hipple Other Members: H. James Dallas Ruth Ann M. Gillis Devina A. Rankin Number of Meetings in 2023: 14		Primary Responsibilities • Oversees the development of, and reviews, the financial information provided to KeyCorp’s shareholders • Is directly responsible for the appointment, retention, and oversight of our independent auditor, oversees the audit fees negotiations with our independent auditor, and has sole authority to approve audit fees • Has responsibility over all KeyCorp internal audit and credit risk review functions, financial reporting, legal matters, and fraud risk • Oversees any material examinations of KeyCorp and its affiliates conducted by federal, state, or other authorities, and may supervise and direct any other special projects or investigations the committee deems necessary • Together with the Risk Committee, oversees and reviews our allowance for loan and lease losses methodology and monitors operational risk (including cybersecurity), and • Serves as the audit committee for KeyCorp’s subsidiary, KeyBank National Association. Independence The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Board has determined that all members of the Audit Committee are “independent” as that term is defined in Section 303A.02 of the New York Stock Exchange’s listing standards and are financially literate as established in such listing standards. Audit Committee Financial Experts The Board of Directors has determined that Mr. Hipple, Ms. Gillis, and Ms. Rankin each qualify as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K.

Nominating and Corporate Governance Committee

Chair: Alexander M. Cutler Other Members: H. James Dallas Elizabeth R. Gile Carlton L. Highsmith Richard J. Hipple Barbara R. Snyder Number of Meetings in 2023: 7		Primary Responsibilities • Recommends to the Board nominees to stand for election as directors and oversees the review of director independence and related party transactions • Oversees the annual Board self-assessment process (including individual director self-assessments and the evaluation of the Lead Director) • Oversees corporate governance matters generally, including KeyCorp’s policies and practices on significant issues of corporate social responsibility, such as sustainability matters and annual review of charitable and political contributions • Oversees and reviews KeyCorp’s directors’ and officers’ liability insurance program • Supports the Compensation and Risk Committees by facilitating a meeting of all independent Board committee Chairs to discuss the linkage between enterprise risk and compensation at KeyCorp, and • With the aid of market data, annually reviews and recommends to the Board a director compensation program that may include equity-based incentive compensation (no executive officer of KeyCorp has any role in determining the amount of director compensation, although the committee may seek assistance from our executive officers in designing equity compensation programs for directors).


Compensation and Organization Committee

Chair: Barbara R. Snyder Other Members: Alexander M. Cutler Richard J. Tobin Todd J. Vasos Number of Meetings in 2023: 8		Primary Responsibilities • Supports KeyCorp’s efforts to attract, retain, motivate, develop, and reward our people so that we can achieve our business objectives • Oversees the compensation of our senior executives, certain of our compensation programs, and our talent management and organizational development processes • Evaluates the competitiveness of our compensation programs and assesses the effectiveness of our succession planning, leadership development, and strategic hiring objectives • Approves the performance goals, performance objectives, and the compensation of our Chief Executive Officer and other senior executives and evaluates their performance relative to those goals and objectives • Establishes our overall compensation philosophy and oversees the implementation of this philosophy as it relates to our incentive compensation arrangements, including through approval of our incentive compensation policy • Enforces the compensation clawback policies and oversees compliance with share ownership guidelines • Appoints, directs, and oversees its independent advisors and performs additional duties described in its Charter, and • May delegate its authority to a subcommittee of its members and may allow limited delegations to management. Independence The Board of Directors has determined that all members of the Compensation Committee are “independent” as that term is defined in Section 303A.02 of the New York Stock Exchange’s listing standards and meet the heightened independence standards required of Compensation Committee members by the New York Stock Exchange. Further discussion of the Compensation Committee can be found beginning on page 25 of this proxy statement under the heading “Compensation Discussion and Analysis.”

Risk Committee

Chair: Elizabeth R. Gile Other Members: Robin N. Hayes Carlton L. Highsmith David K. Wilson Number of Meetings in 2023: 8		Primary Responsibilities • Assists the Board with strategies, policies, procedures, and practices relating to the assessment and management of KeyCorp’s enterprise-wide risks, including credit risk, market risk, liquidity risk, compliance risk, operational risk (including cybersecurity), and other risks, including climate and other environmental, social, and governance (“ESG”) risks • Plays a crucial role in overseeing KeyCorp’s capital adequacy and compliance with regulatory capital requirements • Reviews and approves KeyCorp’s capital plan and recommends share repurchase authorizations to the Board consistent with approved capital plans • May exercise such authority as the Board delegates in connection with the authorization, sale, and issuance by KeyCorp of debt and other equity securities, and • Together with the Audit Committee, oversees and reviews our allowance for loan and lease losses methodology.


Technology Committee

Chair: H. James Dallas Other Members: Ruth Ann M. Gillis Robin N. Hayes Devina A. Rankin Richard J. Tobin Todd J. Vasos Number of Meetings in 2023: 5		Primary Responsibilities • Reviews and approves KeyCorp’s technology planning and strategy including investments related to cybersecurity and reviews significant technology investments and expenditures • Monitors and evaluates existing and future trends in technology that may affect KeyCorp’s strategic plans or competitive position, including monitoring of overall industry trends • Provides oversight of management’s activities relating to technology strategy, performance, and innovation and monitors KeyCorp’s innovation and technology acquisition process and systems in place designed to achieve successful innovation • Reviews strategic IT projects with business and IT personnel to understand the functionality, business benefits, and user/customer adoption, and • Reports to the Risk Committee on risk management issues associated with the technology strategic investment plan and major technology vendor relationships.



Name	Common Shares		Options (1)		Deferred Shares (2)(3)(4)		Total Beneficial Ownership (5)		Total Beneficial Ownership as a % of Outstanding Common Shares (6)			Other Deferred Shares Owned (2)(3)(4)		Combined Beneficial Ownership and Other Deferred Shares Owned (5)
Amy G. Brady		111,327		195,541		—		306,868		—			67,387		374,255
Alexander M. Cutler		273,652		—		—		273,652		—			47,243		320,895
H. James Dallas		122,110		—		15,386		137,497		—			—		137,497
Elizabeth R. Gile		36,767		—		—		36,767		—			102,051		138,819
Ruth Ann M. Gillis		168,361		—		—		168,361		—			45,385		213,746
Christopher M. Gorman		1,118,038		671,221		—		1,789,259		—			380,291		2,169,551
Robin N. Hayes		11,216		—		15,386		26,603		—			14,186		40,789
Carlton L. Highsmith		53,577		—		15,386		68,964		—			—		68,964
Richard J. Hipple		82,029		—		15,386		97,415		—			—		97,415
Clark H. I. Khayat		112,374		82,163		25,725		220,262		—			57,647		277,909
Donald R. Kimble (7)		483,395		344,589		—		827,984		—			204,426		1,032,409
Angela G. Mago		234,582		282,939		—		517,521		—			86,541		604,062
Andrew J. “Randy” Paine III		406,499		419,467		—		825,966		—			149,337		975,303
Devina A. Rankin		10,000		—		3,241		13,241		—			41,287		54,528
Barbara R. Snyder		26,474		—		8,108		34,582		—			185,734		220,317
Richard J. Tobin		—		—		—		—		—			39,393		39,393
Todd J. Vasos		12,786		—		—		12,786		—			49,305		62,092
David K. Wilson		40,806		—		—		40,806		—			53,285		94,091
All directors and executive officers as a group (26 persons) (5)		3,824,961		2,334,095		98,620		6,257,676		—			2,080,605		8,338,281
The Vanguard Group (8)		109,871,973		—		—		109,871,973		11.74	%
BlackRock, Inc. (9)		95,884,153		—		—		95,884,153		10.20	%
State Street Corporation (10)		48,576,105		—		—		48,576,105		5.19	%



	(a)		(b)		(c)

Plan Category	Securities to be issued upon exercise of outstanding options, warrants and rights (#)		Weighted-average exercise price of outstanding options, warrants and rights ($)		Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(#)(2)

Equity compensation plans approved by security holders (1)		4,859,453		18.28		44,990,410

Equity compensation plans not approved by security holders		—		—		—

Total		4,859,453		18.28		44,990,410


Christopher M. Gorman		Angela G. Mago
Chairman and Chief Executive Officer		Chief Human Resources Officer (since November 17, 2023; formerly Head of Commercial Bank)

Clark Khayat		Amy G. Brady
Chief Financial Officer (since March 16, 2023; formerly Chief Strategy Officer)		Chief Information Officer

Andrew J. “Randy” Paine III		Donald R. Kimble
Head of Institutional Bank		Former Vice Chairman and Chief Administrative Officer (until May 1, 2023) and former Vice Chairman, Chief Administrative Officer, and Chief Financial Officer (until March 16, 2023)


Our Principles		How They Were Applied in 2023

Pay decisions are based on Key’s performance, business unit performance, and individual performance—as assessed by our Chairman and Chief Executive Officer (our “CEO”) and the relevant committee of our Board (or, in the case of our CEO, by the Compensation Committee with input from the full Board);		We emphasize variable and performance-based compensation: 86% of the average target total pay opportunity for our NEOs (89% of our CEO’s total target total pay opportunity) is delivered as variable compensation, and 70% of the average target total pay opportunity for our NEOs (including our CEO) is delivered as performance-based compensation (See “2023 Average NEO Target Pay Mix” on page 28 of this proxy statement). As a result of this design, pay received by our NEOs for any given performance year may change significantly each year based on the achievement of our short- and long-term financial objectives and individual performance (see “Total Pay of our Named Executive Officers” beginning on page 36 of this proxy statement for information about NEO pay received for the 2023 performance year). We provide competitive pay opportunities: Our pay programs consider, among other things, our performance, the pay practices of our peer group (see “Peer Group” beginning on page 39 of this proxy statement for more information), other financial and non-financial institutions and our distinctive business model. Our approach to pay allows us to attract, reward, and retain high-performing executives. See “Elements of Our Pay Program” beginning on page 28 of this proxy statement for more information.

We deliver pay in a way that balances short- and long-term financial performance objectives and aligns to long-term shareholder value creation; and		We require all executive officers to defer a significant portion of their annual compensation and subject it to risk adjustment: We require that a significant amount of each executive officer’s annual “total incentive” (the sum of the annual incentive paid and the value of long-term incentives granted in a particular year) be deferred over a multi-year period and tied to both share price and our long-term financial performance. We intentionally emphasize long-term incentive compensation both to incent our executive officers to make decisions that create long-term value for our shareholders and to discourage risk-taking in the short-term that exceeds our tolerances. Considering the unique challenges faced by Key in 2023, we adjusted certain measures in our short-term incentive plan to reflect the mid-year pivot in our strategies and priorities (see page 29 of this proxy statement for a description of these changes), while maintaining our focus on our multi-year earnings per share (“EPS”) and return on tangible common equity (“ROTCE”) relative to our Peer Group through our long-term incentive plan, as we continue to believe these measures align to long-term value creation for our shareholders.

We support sustainable performance with policies that focus on prudent risk-taking and the balance between risk and reward.		We balance compensation risk and reward through a robust governance process overseen by the Compensation Committee: We design our compensation programs to appropriately balance risk and reward, and we regularly monitor these programs to determine whether they inadvertently create incentives that encourage risk-taking outside of our risk tolerances, as described below in more detail under “Balancing Risk and Reward” beginning on page 35 of this proxy statement. We subject our compensation to adjustment based on actual risk and financial outcomes: Compensation paid under our incentive programs is subject to a robust risk-adjustment policy based on actual risk outcomes and financial results, including possible clawback, as described below in more detail under “Balancing Risk and Reward.”


What We Do:		What We Don’t Do:

✓ Impose Robust Stock Ownership Guidelines ranging from six times base salary for our CEO to three times base salary for our other executive officers. Executives are encouraged to meet share ownership guidelines within three years and are required to comply within five years. ✓ Subject Shares to Post-Vesting Holding Requirements, so that each of our executive officers must hold the net shares acquired upon vesting of equity awards until our share ownership guidelines are satisfied. ✓ Use Tally Sheets annually for our NEOs, allowing our Compensation Committee to review total pay for our NEOs. ✓ Review Share Utilization regularly, including overhang levels and run-rates, and maintain share utilization levels within industry norms. ✓ Use an Independent Consultant Retained by the Compensation Committee to assist in developing and reviewing our executive compensation strategy and programs to ensure that our compensation programs are consistent with market practice. ✓ Maintain Clawback and Forfeiture Policies as further described below under “Balancing Risk and Reward” beginning on page 35 of this proxy statement, which begin before grant and extend beyond payment.		× No Employment Agreements for any executive officer, including any NEO. × No Tax Gross-Ups on change of control payments or perquisites, other than with respect to relocation benefits provided to certain senior-level employees upon hire. × No “Single Trigger” Change of Control Agreements, meaning that, following a change of control, severance benefits are due, and equity awards that are assumed in a change of control transaction vest, only upon a qualifying termination of employment. × No Active SERPs, as our executive pension plans were frozen in 2009. No NEO participates in an active supplemental defined benefit plan, although vesting service continues for those NEOs who participated in such a plan prior to 2009. × No Hedging or Pledging of KeyCorp Securities is permitted under our insider trading policy, which prohibits our employees, officers, and directors from engaging in hedging transactions involving our common shares and from pledging our common shares. × No “Timing” of Equity Grants is allowed under our equity approval policy. We do not grant equity awards in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on equity grant dates. We do not permit the use of 10b5-1 plans. × No Repricing or Back-Dating of stock options.


10.0%	+16%	+$3Bn	+4% / +3%	21bps

Common Equity Tier 1⁽¹⁾	Increase in Tangible Book Value / Share QoQ	Increase in Deposits (period-end basis)	Growth in Commercial Clients and Consumer Relationship Households	NCOs to Average Loans



	Amended 2023 Plan Scorecard

Period	Pre-Crisis (Jan. 1-Mar. 31)	Target	Actual	Weight	Funding	Post-Crisis (Mar. 31-Dec. 31)	Target	Actual	Weight	Funding

	Adj. EPS	$0.48	$0.43	20%	10%	Strengthen Balance Sheet	$10Bn	$12.8Bn	60%	60%

	Adj. ROTCE	18.50%	17.60%	20%	14%	• Ending Loan Bal.	$115Bn	$112.6Bn

Metric	Cash Efficiency Ratio	62.20%	64.30%	20%	11%	• Ending Deposit Bal. (ex. Brokered)	$140.2Bn	$140.6Bn

	Relative Perf. to Peers	Middle	Mid-Low	20%	10%	• Moody’s Market Funds Ratio	15%	12%

	Operational Excellence	Meets	Meets	20%	20%	Regulatory Remediation	Meets	Partial	40%	27%

				100%	66%				100%	87%

Risk Metric	Ent. Risk Mgmt. Dashboard				No adj.	Deposit Cost (rel. to Peer Median) Losses on Loan Sales Ent. Risk Mgmt. Dashboard				No adj.

						Weighted Performance (25-75)	81%

						C&O Approved	80%

						Exec. Leadership Team Funding	70-75%