Keycorp /New/ DEF 14A, filed Mar 24, 2023

Keycorp /New/ (KEY)

DEF 14A 2023-03-24

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Added on June 12, 2026

About this DEF 14A

Keycorp /New/ filed this DEF 14A on March 24, 2023.

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☐		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 11, 2023, at 8:30 a.m., ET		To be held virtually – Virtual Meeting Link: meetnow.global/M42TPF4


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 2024 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 2023. One or more representatives of Ernst & Young LLP will be present at the meeting to respond to appropriate questions from shareholders.	66	“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 24 of this proxy statement). This advisory vote is held on an annual basis.	67	“FOR”

4. Frequency of Say-on-Pay You are being asked to approve, on an advisory, non-binding basis, how frequently KeyCorp should seek an advisory vote on the compensation of KeyCorp’s Named Executive Officers. This advisory vote is held at least once every six years.	68	FOR “1 Year”

5. KeyCorp’s Amended and Restated 2019 Equity Compensation Plan You are being asked to approve KeyCorp’s Amended and Restated 2019 Equity Compensation Plan for KeyCorp’s employees and nonemployee directors. A copy of the Amended and Restated 2019 Equity Compensation Plan is attached to this proxy statement as Appendix A.	69	“FOR”

6. 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.	78	“AGAINST”


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



Shareholders of record as of the close of business on March 17, 2023.	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 8, 2023. (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 81.
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.



Financial Highlights		• Delivered positive operating leverage; achieved consistently over the past decade • Focused on building and deepening relationships with our clients and serving them through all market conditions • Added new households in our consumer business, with younger clients being our fastest growing segment • Continued to add and expand relationships in our commercial business and raised a record level of capital for our clients • Invested in our teammates, digital, and analytics and in targeted growth areas • Grew and deepened relationships with healthcare professionals, including through Laurel Road’s expansion to nurses • Acquired GradFin, a leading public service loan forgiveness counseling provider, to further Key’s commitment to accelerate growth through targeted investments in digital, niche businesses • Invested in points of differentiation to remain at the forefront of delivering client-centric, digital-first solutions across our businesses


Strong Credit Quality		• Maintained moderate risk profile and disciplined underwriting standards • Low level of net charge-offs to average loans of 14 basis points, below long-term targeted range of 40-60 basis points


Disciplined Capital Management		• Maintained strong capital position with a Common Equity Tier 1 ratio of 9.1% as of December 31, 2022 • Increased common share dividend by 5% ($0.195 to $0.205 per common share) in the fourth quarter of 2022


Standing Board Committees	Audit Committee	14 meetings in 2022	(page 13)
	Compensation and Organization Committee	7 meetings in 2022	(page 14)
	Nominating and Corporate Governance Committee	6 meetings in 2022	(page 13)
	Risk Committee	8 meetings in 2022	(page 14)
	Technology Committee	5 meetings in 2022	(page 15)


What We Did:		How We Delivered Pay:
• We delivered on our short-term financial plan.		• The KeyCorp 2022 Annual Incentive Plan performed well, with a suggested funding rate of 110%. Much of this performance was due to the benefit of interest rate increases, and Key also experienced both lower than planned fee revenue and higher than planned expenses. As a result, our Chief Executive Officer and management team recommended, and the Compensation Committee approved, a funding rate of 75% for Key’s executive leadership team.

• We achieved our long-term financial performance targets.		• The 2020-2022 Long-Term Incentive Plan (performance awards) performed at 113.3% of target, driven by above-target performance against Return on Tangible Common Equity versus our Peer Group, supported by approximately target performance on our EPS goals.

• 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 Assessments			2

Election Process			3

2023 Nominees for Director			3

The Board of Directors and Its Committees			11

Board Leadership Structure			11

Board Assessments			12

Board and Committee Responsibilities			12

Board Oversight of Risk			15

Oversight of Compensation-Related Risks			16

Corporate Responsibility and ESG			16

Director Independence			17

Related Party Transactions			18

Shareholder Engagement			18

Director Education			19

Communication with the Board			19

Corporate Governance Documents			20

Corporate Governance Guidelines			20

Code of Business Conduct and Ethics			20

Statement of Political Activity			20

ESG and Corporate Responsibility Reports			20

Ownership of KeyCorp Equity Securities			21

Executive Officer and Director Equity Ownership Guidelines			23

Policy Restricting Hedging, Pledging and Speculative Trading of KeyCorp Securities			23

Equity Compensation Plan Information			23

Compensation Discussion and Analysis			24

Table of Contents			24

Objectives of Our Compensation Program			24

Overview of 2022 Performance			26

Elements of Our Pay Program			27

Total Pay of Our Named Executive Officers			33

Other Elements of Compensation			36

How We Make Pay Decisions			37

Compensation and Organization Committee Report			42
Compensation of Executive Officers and Directors			43

2022 Summary Compensation Table			43

2022 Grants of Plan-Based Awards Table			45

2022 Outstanding Equity Awards at Fiscal Year-End Table			46

2022 Option Exercises and Stock Vested Table			49

2022 Pension Benefits Table			50

2022 Nonqualified Deferred Compensation Table			51



Potential Payments Upon Termination or Change of Control			52

2022 Post-Termination Tables			54

Pay Ratio			56

Required Pay Versus Performance Disclosure			57

Directors’ Compensation			61

2022 Director Compensation Table			62

Audit Matters			64

Ernst & Young’s Fees			64

Pre-Approval Policies and Procedures			64

Audit Committee Report			65

PROPOSAL TWO: Ratification of Independent Auditor			66

PROPOSAL THREE: Advisory Approval of KeyCorp’s Executive Compensation			67

PROPOSAL FOUR: Advisory Approval of the Frequency of the Shareholder Vote on KeyCorp’s Executive Compensation			68

PROPOSAL FIVE: Approval of KeyCorp’s Amended and Restated 2019 Equity Compensation Plan			69

PROPOSAL SIX: Shareholder Proposal Seeking an Independent Board Chairperson			78

Board of Directors Statement and Recommendation			79

General Information about the Annual Meeting			81

Matters to Be Presented			81

How Votes Will Be Counted			81

Revoking a Proxy			81

Cost of Proxy Solicitation			82

Attending the Annual Meeting			82

Submitting Questions			83

Additional Information			84

Proxy Statement Proposals for the 2024 Annual Meeting of Shareholders			84

Other Proposals and Director Nominations for the 2024 Annual Meeting of Shareholders			84

Eliminating Duplicative Proxy Materials			85

Annual Report			85

Appendix A: KeyCorp’s Amended and Restated 2019 Equity Compensation Plan			A-1



Alexander M. Cutler

Age: 71 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: 64 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: 67 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: 68 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.
		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)



Christopher M. Gorman

Age: 62 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 member of the Bank Policy Institute, Vice Chair 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 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.


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Robin N. Hayes

Age: 56 Director Since: 2020 KeyCorp Committee(s): • Risk • Technology		Biography: Mr. Hayes is Chief Executive Officer and a director 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. Mr. Hayes is a member of the Board of Governors of the International Air Transport Association, Chair of the board of Airlines for America, and a director of Make-A-Wish Connecticut.
		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 (since 2015)


Carlton L. Highsmith

Age: 71 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 First Niagara since 2011, serving on the Governance/Nominating Committee and the Audit Committee. He previously served on the board 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: 70 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: 47 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: 67 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 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: 59 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: 61 Director Since: 2020 KeyCorp Committee(s): • Compensation and Organization • Technology		Biography: Mr. Vasos is a director and has served as Senior Business Advisor of Dollar General Corporation, a publicly-held variety retail company, since his 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: 68 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 2022: 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 2022: 6		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 ESG and 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 2022: 7		Primary Responsibilities • Supports KeyCorp’s efforts to attract, retain, motivate, and develop 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 policy 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 24 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 2022: 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 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 2022: 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		119,121		157,270		—		276,391		—			59,240		335,631
Alexander M. Cutler		252,553		—		—		252,553		—			42,888		295,441
H. James Dallas		115,172		—		13,850		129,022		—			—		129,022
Elizabeth R. Gile		36,767		—		—		36,767		—			81,510		118,277
Ruth Ann M. Gillis		168,361		—		—		168,361		—			27,698		196,059
Christopher M. Gorman		975,775		577,899		—		1,553,674		—			307,565		1,861,239
Robin N. Hayes		9,074		—		6,911		15,985		—			5,693		21,678
Carlton L. Highsmith		64,139		—		13,850		77,989		—			—		77,989
Richard J. Hipple		66,174		—		13,850		80,023		—			5,985		86,008
Donald R. Kimble		483,395		344,589		—		827,984		—			204,426		1,032,409
Angela G. Mago		214,423		242,496		—		456,919		—			73,375		530,294
Andrew J. “Randy” Paine III		302,237		370,600		—		672,837		—			138,952		811,790
Devina A. Rankin		—		—		3,077		3,077		—			13,993		17,071
Barbara R. Snyder		20,602		—		—		20,602		—			181,255		201,856
Richard J. Tobin		—		—		—		—		—			13,475		13,475
Todd J. Vasos		8,000		—		—		8,000		—			27,433		35,433
David K. Wilson		32,558		—		—		32,558		—			43,032		75,590
All directors and executive officers as a group (27 persons)		3,482,686		2,103,335		51,537		5,637,559		—			1,963,140		7,600,699
The Vanguard Group (7)		110,209,070		—		—		110,209,070		11.92	%
BlackRock, Inc. (8)		81,365,271		—		—		81,365,271		8.80	%
Capital International Investors (9)		51,183,937		—		—		51,183,937		5.53	%
State Street Corporation (10)		50,136,323		—		—		50,136,323		5.42	%



	(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)		4,496,332		17.71		25,660,792

Equity compensation plans not approved by security holders		—		—		—

Total		4,496,332		17.71		25,660,792


Christopher M. Gorman		Angela G. Mago
Chairman and Chief Executive Officer		Head of Commercial Bank

Donald R. Kimble		Amy G. Brady
Vice Chairman, Chief Administrative Officer and Chief Financial Officer		Chief Information Officer

Andrew J. “Randy” Paine III
Head of Institutional Bank


Our Principles		How They Are Applied

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 Named Executive Officers (89% of our CEO’s total pay opportunity) is delivered as variable compensation and 70% of the average target total pay opportunity for our Named Executive Officers (including our CEO) is delivered as performance-based compensation. We provide competitive pay opportunities to our employees: Our programs are designed to provide a competitive total compensation package to attract, reward, and retain top performers. We provide competitive total compensation to our Named Executive Officers considering, among other things, the pay practices of our peer group (see “Peer Group” beginning on page 37 of this Proxy Statement for more information), other financial and non-financial institutions and our distinctive business model.

We deliver pay in a way that balances short- and long-term financial performance objectives and aligns to 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 choose metrics for our incentive plans that emphasize shareholder value creation and encourage and reward consistent performance in both the short- and long-term: For example, we reward strong short-term performance in our annual incentive plan through one-year earnings per share (“EPS”) growth, which we balance by creating incentives to support sustainable three-year EPS growth through our long-term incentive program. Similarly, our annual incentive plan uses absolute Return on Tangible Common Equity (“ROTCE”), and our long-term incentive program uses relative ROTCE as a measure of performance, as we believe ROTCE provides strong alignment between short- and long-term shareholder value and employee compensation.

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 32 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 Named Executive Officers, allowing our Compensation Committee to review total pay for our Named Executive Officers. ✓ Review Share Utilization regularly, including overhang levels and run-rates, and maintain share utilization levels well 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 32 of this proxy statement, which begin before grant and extend beyond payment.		× No Employment Agreements for any executive officer, including any Named Executive Officer. × No Tax Gross-Ups on change of control payments or for 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 Named Executive Officer participates in an active supplemental defined benefit plan, although vesting service continues for those Named Executive Officers 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.



	2022 Annual Incentive Plan	Performance Awards granted in 2023

EPS	• EPS growth over 1 year performance period	• EPS growth over a 3 year performance period

ROTCE	• Absolute ROTCE • 1 year performance period	• Relative ROTCE • 3 year performance period

Goal of Program	• Deliver positive short-term financial performance	• Drive sustainable growth by focusing on a longer performance period



Vehicle	% of Total LTIC Value (1)	Vesting Period	Performance Features

Performance Awards	60%	3-year cliff vesting	• Final payout can range between 0% to 150% of target based on our performance measured against the following goals: 1. Adjusted ROTCE vs. Peers 2. Adjusted Cumulative EPS • Performance score is subject to further adjustment by application of a modifier based on our relative TSR performance. • Value of final payout depends on the performance of our stock price.


Restricted Stock Units (“RSUs”)	30%	4-year annual ratable vesting	• Value directly linked to our stock price. • Encourages strong levels of share ownership among our executives. • Provides a balance to the risk-taking incentive that may be associated with stock options or performance awards.


Premium-Priced Stock Options	10%	4-year annual ratable vesting	• Since 2021, stock options have been granted with a 10% premium on the exercise price, requiring greater positive performance of our stock price prior to exercise than an ordinary stock option. • Ability to exercise requires our executive officers to create share price improvement and provide strong shareholder returns, which is driven by our financial performance. • Option expires no later than 10 years from the date of grant. • Encourages preservation of long-term stock value. • Usage of options limited to no more than 10% of each Named Executive Officer’s annual long-term incentive opportunity since 2013.



TSR vs Peers Modifier:

Percentile Rank		Payout Adjustment

<25% ile		-15%

25% ile to 75% ile		No Adjustment

>75% ile		+15%