KEY-L KeyCorp

CLEVELAND, OHIO 44114

March 28, 2025

Message to

Shareholders

CHRISTOPHER M. GORMAN

Chairman of the Board and

Chief Executive Officer

Dear fellow shareholder:

On behalf of your Board of Directors, I am pleased to invite you to KeyCorp’s 2025 Annual Meeting of Shareholders on Thursday, May 15, 2025, beginning at 8:30 a.m., ET. Shareholders will be provided an opportunity to ask questions about KeyCorp’s business and affairs. Information about how to attend the virtual meeting is on page 75 of this proxy statement.

I look forward to this opportunity to share my perspective on our company’s performance in 2024. I remain very optimistic about our ability to realize KeyCorp’s earnings potential while concurrently delivering value for you, our shareholders, and every stakeholder we serve.

You will be asked to vote on several items including the election of directors, our 2024 executive compensation program (the “say-on-pay” vote), and ratification of Ernst & Young as our independent auditor for 2025.

We encourage you to review this year’s notice and proxy statement, which contain important information about proxy voting and the business to be conducted at the meeting. We hope you will attend the virtual meeting and we encourage you to vote your shares in advance either online, by returning your completed proxy card to us, or by telephone.

Every shareholder’s vote is important. Please vote as promptly as possible to ensure that your shares are represented at our Annual Meeting of Shareholders.

Thank you for your continued support.

Sincerely,

Christopher M. Gorman

Date and Time:

Place:

Thursday, May 15, 2025, at 8:30 a.m., ET

To be held virtually –

Virtual Meeting Link: meetnow.global/MHAWFV2

Internet Availability of Proxy Materials: IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON THURSDAY, MAY 15, 2025: Our 2025 proxy statement, proxy card, and Annual Report on Form 10-K for the year ended December 31, 2024, are available at www.envisionreports.com/key.

Proposal

1.  Election of Directors

You are being asked to elect 15 directors. Each of the nominees is standing for election to hold office until the 2026 Annual Meeting of Shareholders.

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 2025. One or more representatives of Ernst & Young LLP will be present at the meeting to respond to appropriate questions from shareholders.

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 29 of this proxy statement). This advisory vote is held on an annual basis.

Shareholders of record as of the close of business on March 21, 2025.

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 12, 2025.

(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.

Even if you plan to attend the Annual Meeting virtually, we encourage all shareholders to vote in advance of the meeting.

Name

Jacqueline L. Allard

53

2024

Yes

✓

Alexander M. Cutler (1)

73

2000

Yes

✓

Chair

✓

H. James Dallas

66

2005

Yes

✓

✓

Chair

Elizabeth R. Gile

69

2010

Yes

✓

Chair

Ruth Ann M. Gillis

70

2009

Yes

✓

Christopher M. Gorman

64

2019

No

Chair

Robin N. Hayes

58

2020

Yes

✓

✓

Carlton L. Highsmith

73

2016

Yes

✓

✓

Richard J. Hipple

72

2012

Yes

Chair

✓

✓

Somesh Khanna

60

2024

Yes

✓

Devina A. Rankin

49

2020

Yes

✓

✓

Barbara R. Snyder

69

2010

Yes

✓

✓

✓

Richard J. Tobin

61

2021

Yes

✓

✓

Todd J. Vasos

63

2020

Yes

Chair

✓

✓

David K. Wilson

70

2014

Yes

✓

Serves as KeyCorp’s independent Lead Director.

Strengthened our relationship business model by supporting existing and growing new relationships

•  Grew client deposits by 4%

•  In our Consumer Bank, we grew relationship households by 3%

•  Raised more than $127 billion on behalf of our clients, distributing 85% through our capital markets platform

 Grew Differentiated 

Fee-Based

 Businesses  

Demonstrated momentum across our strategic, fee-based businesses

•  Investment banking fees were up over 25% from the prior year, and our pipelines remained at historically elevated levels as of year-end

•  Assets under management reached a record of over $61 billion; sales production from our growing mass-affluent segment was record-setting

•  Commercial Payments revenue and deposit balances continued to grow at a mid-single-digit rate; reached $60 billion of deposit balances and processed approximately $7 trillion of payments volume in 2024

•  Record year of commercial mortgage servicing fees

 Delivered on Net 

 Interest Income 

 Commitments 

Full year net interest income was in the middle of our expected range despite impact from lower loans and near-term impact from Fed rate cuts

Fourth quarter 2024 exit rate was 14% higher compared to the fourth quarter of 2023, outperforming our expectations at the beginning of the year for 10%-plus growth

 Improved Capital 

 Position 

Ended the year with a leading capital position

•  Common Equity Tier 1 (CET1) ratio increased 190 basis points in 2024 to 11.9%

•  “Marked” CET1 ratio, which adjusts for unrealized available-for-sale securities and pension losses, of 9.7%, up 290 basis points from the prior year (1)

Announced $2.8 billion equity raise – the additional capital accelerates our earnings and capital trajectory, strengthening our strategic position in the marketplace

 Maintained Risk 

 Management Excellence 

Strong risk-management discipline

•  Net charge-offs to average loans remained low at 41 basis points in 2024

•  Criticized loans declined by 9% in the second half of 2024

•  High-quality loan portfolio; over 50% of our commercial & industrial loans rated as investment grade or the equivalent

•  Less exposure to office, leveraged lending, unsecured consumer and credit cards than peers

See the reconciliation of this GAAP to non-GAAP financial measure on page 23 of our Fourth Quarter 2024 Earnings Release Supplemental Information Package attached as Exhibit 99.2 to Form 8-K filed on January 21, 2025.

Director

Elections

•  Annual elections for all directors (page 1)

•  Majority voting in uncontested elections (page 4)

•  All director nominees, other than Mr. Gorman, are independent under the New York Stock Exchange’s and KeyCorp’s standards of independence (page 20)

•  Our standing Board committees (Audit, Compensation and Organization, Nominating and Corporate Governance, Risk, and Technology) consist solely of independent directors (page 15)

•  Independent Lead Director—Alexander M. Cutler—with extensive responsibilities (page 14)

•  Annual Lead Director evaluation and review of Board leadership structure by independent directors
(pages 14 and 15)

•  Prior approval from the Lead Director of the Board agenda, schedule, and materials (page 14)

  Technology Committee

5 meetings in 2024

Practices

and Policies

•  Experienced Board membership

•  Commitment to Board refreshment, with a median tenure of eight years and six new directors added since 2020 (page 14)

•  Independent members of the Board met in executive session at every regular 2024 Board meeting (page 16)

•  Approximately 98% average attendance by directors at Board and committee meetings (page 16)

•  Annual self-assessments conducted by the Board, each committee, and each director (page 15)

•  Strong Board leadership in the oversight of enterprise risk (pages 18 and 19)

•  Semi-annual disclosure of KeyCorp political spending (page 24)

•  Strong director education program (page 22)

•  Active shareholder engagement program (page 22)

•  Engage with shareholders on a regular basis throughout the year to discuss a range of topics, including Company performance, strategy, risk management, executive compensation, corporate responsibility and sustainability, and corporate governance

•  Activities include ongoing communication, numerous investor conferences, on- and off-site analyst and investor meetings, and roadshows

•  Directors participate in many of these engagements with our shareholders

We have a pay for performance philosophy (actual pay received under our variable compensation programs is tied to financial and strategic objectives);

Our short- and long-term incentive programs are aligned to the creation of shareholder value;

We deliver competitive pay in order to attract, retain, and motivate the talented executives we need to deliver value to our shareholders; and

We balance risk and reward in our compensation programs through a strong governance process.

✓ Place the majority of executive officer pay “at risk”

✓ Deliver over half of NEO total target pay opportunity as long-term incentives

✓ Impose robust stock ownership guidelines

✓ Subject shares to post-vesting holding period

✓ Use tally sheets

✓ Review share utilization

✓ Retain an independent compensation consultant

✓ Maintain clawback and forfeiture policies

×   No employment agreements for executive officers

×   No tax gross-ups

×   No “single trigger” change of control agreements

×   No active SERPs

×   No hedging or pledging of KeyCorp securities

×   No “timing” of equity grants

×   No repricing or backdating of stock options

•   Annual Incentive Plan: After the strategic pivot we made in 2023, we returned our focus to our core business model, resulting in approved funding for the KeyCorp 2024 Annual Incentive Plan approximately at the target level (100.6%).

•   In 2022 and 2023, we paid our executive officers generally in the range of 70-75% of target under the KeyCorp Annual Incentive Plan, reflecting below-target financial performance.

•   The approved funding rate for 2024 indicates a successful return to our core business model, and is reflective of our positioning for continued sound, profitable growth in 2025.

•   Long-Term Incentive Plan: We continued to deliver 70% of our long-term incentive compensation to executive officers as “performance-based compensation,” with 60% of our long-term incentive compensation awards delivered as cash-settled performance shares, which we refer to as Performance Awards.

•   Since 2021, we have delivered our long-term incentive compensation as 60% Performance Awards, 30% restricted stock units, and 10% stock options with a 10% premium on the exercise price, tying our executive officers to our share price and our financial performance in order to align our long-term incentives to the creation of shareholder value.

•   The combination of the historic interest rate hiking cycle that began in early 2022, with the regional banking failures that occurred in March 2023, created an economic environment that significantly impacted the Performance Awards granted by Key in 2022 and 2023.

•   As described on page 37 of this proxy statement, the economic environment, paired with our balance sheet positioning and the actions we took to preserve capital, resulted in below-threshold financial performance under the Performance Awards granted in 2022. These awards vested at 0%, meaning that holders of these awards received no payout on these awards.

•   Capital and Earnings Improvement Awards: In order to ensure Key’s leadership team is focused on realizing the intended value from the Scotiabank strategic minority investment for Key’ shareholders and to retain the executive leaders we need to continue to generate and deliver long-term shareholder value, the Compensation Committee granted a supplemental performance-based Capital and Earnings Improvement Award to each of our NEOs on December 30, 2024.

•   The Capital and Earnings Improvement Awards, described beginning on page 36 of this proxy statement, will only provide value to our NEOs to the extent the awards’ rigorous performance hurdles are achieved. These hurdles were the result of a diligent target-setting process, led by our Compensation Committee, and align with Key’s publicly disclosed goals for the Scotiabank strategic minority investment.

•   The Capital and Earnings Improvement Awards were designed to support our pay for performance philosophy and to ensure alignment between the awards and the creation of shareholder value:

✓ The overall number of shares earned, if any, depends on the achievement of predetermined Marked CET1 and Cumulative EPS targets that align with Key’s publicly disclosed goals for the Scotiabank strategic minority investment.

✓ Payout under the Capital and Earnings Improvement Awards is capped at 150% of the target number of performance shares, and the vesting date value is capped at 2.5X the grant date value of the target number of performance shares.

•   Capital and Earnings Improvement Awards are subject to forfeiture if an NEO voluntarily or involuntarily resigns (other than due to death or disability, or a qualifying termination of employment following a change in control).

•   While Key’s executive compensation program is designed to generally avoid the need for supplemental awards, adjustments to awards during the applicable measurement period, or frequent use of positive discretion by the Compensation Committee, these supplemental awards were the result of the unique nature and impact of the Scotiabank strategic minority investment. Given the significance of this investment, the Compensation Committee determined it appropriate and in shareholders’ best interests to grant these awards, with the performance hurdles and other restrictions described above. The awards further align NEO incentives with Key’s post-investment positioning, including our greater capacity for growth following the investment.

demonstrated breadth and depth of management and/or leadership experience, preferably in a senior leadership role with a large or recognized organization (private sector (profit or nonprofit), governmental, or educational);

a high level of professional or business expertise relevant to KeyCorp (including, among others, information technology, marketing, succession planning and talent development, finance, banking or the financial industry, or risk management);

in the case of non-employee directors, satisfaction of the “independence” criteria set forth in KeyCorp’s Standards for Determining Independence of Directors and the rules of the New York Stock Exchange (“NYSE”);

service as a director for not more than (i) two other public companies if he or she is a senior executive officer of a public company (including his or her own company, as applicable), or (ii) three other public companies if he or she is not a senior executive officer of a public company; and

the ability to think and act independently, as well as the ability to work constructively in the overall Board process.

the skills and business experience currently needed for the Board by using a comprehensive skills matrix;

the current and anticipated composition of the Board in light of the business activities and strategic direction of KeyCorp and the different communities and geographies served by KeyCorp; and

the interplay of the candidate’s expertise and professional/business background in relation to the expertise and professional/business background of current Board members, as well as such other factors as the committee deems appropriate.

Skills & Experience

M&A/Strategic Planning & Development

Cybersecurity/Technology

Risk Management

Regulatory

Banking & Financial Industry

Finance/Treasury Management

Digital Marketing/Analytics

Retail and Small Business

Wealth Management

Corporate Governance/Public Company

Compensation & Benefits/Succession Planning

Background

Independent

Tenure (Years)

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.

The Board of Directors unanimously recommends that shareholders vote “FOR”

each of the following director nominees.

Age: 53

Director Since: 2024

KeyCorp Committee(s):

• Technology

Biography:

Ms. Allard is the Group Head of the Global Wealth Management Division at Scotiabank, a publicly held Canadian multinational financial services provider, where she leads Scotiabank’s global asset management and wealth advisory businesses in Canada and across Scotiabank’s international footprint in Latin America and the Caribbean. Prior to joining Scotiabank in September 2023, she served as an Executive Vice President, Personal Financing Products and International Banking, at the Royal Bank of Canada, a publicly held Canadian multinational financial services company (“RBC”), from January 2019 to July 2023, where she was responsible for leading RBC’s consumer lending businesses in Canada. She also served as Senior Vice President, Head of Strategy, Performance & Marketing, at RBC from February 2016 to January 2019. Prior to joining RBC, Ms. Allard held positions of increasing responsibility at Manulife Financial, a publicly held Canadian multinational insurance company and financial services provider, and State Street Corporation, a global financial services and bank holding company.

Select Qualifications and Experience:

• Over a decade of senior leadership experience at large banking institutions spanning a variety of financial products and services including consumer lending, commercial banking, and asset and wealth management.

Age: 73

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 2016, he was Chairman and Chief Executive Officer of Eaton Corporation plc, a publicly-held, global, diversified power management company with approximately 94,000 employees that sells products to customers in more than 160 countries. He is an honorary trustee 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)

Age: 66

Director Since: 2005

KeyCorp Committee(s):

•  Risk

•  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)

Age: 69

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 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)

Age: 70

Director Since: 2009

KeyCorp Committee(s):

•  Audit

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. She is also a member of the board of directors of KeyBank National Association.

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 SEC 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)

Age: 64

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, Chairman of the Ohio Business Roundtable, a member of the U.S. Business Roundtable, a member of the Executive Committee of the Greater Cleveland Partnership, and serves as a board member of the 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.

• 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 200-year history.

Age: 58

Director Since: 2020

KeyCorp Committee(s):

• Audit

• Technology

Biography:

Mr. Hayes has served as Chief Executive Officer of Airbus Americas, Inc., the North American affiliate of a global aerospace and defense manufacturing company, since June 2024. Prior to this, Mr. Hayes served as Chief Executive Officer of JetBlue Airways Corporation, a publicly-held airline and passenger carrier company, from 2015 to 2024. 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 director of Make-a-Wish Connecticut. He is also a member of the board of directors of KeyBank National Association.

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)

Age: 73

Director Since: 2016

KeyCorp Committee(s):

•  Compensation and Organization

•  Technology

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 challenged communities.

Age: 72

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 SEC.

• Significant corporate governance and executive-level management experience, including as the Executive Chairman and President and Chief Executive Officer of Materion Corporation, as Chairman at Barnes Group Inc., 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)

Age: 60

Director Since: 2024

KeyCorp Committee(s):

•  Risk

Biography:

Mr. Khanna is has served as a Co-Executive Chairman of Apexon, Inc., a digital-first technology services firm focused on accelerating business transformation and delivering human-centric digital experience, since June 2024. Prior to joining Apexon, Mr. Khanna co-led the Global Banking and Securities Practice at McKinsey & Company Inc., a multinational strategy and management consulting firm, from 2018 until 2023, and served as a Client Service Team Leader from 2007 to 2024. From 2014 to 2018, he lead McKinsey Digital for Financial Services globally, supporting banking and insurance companies on productivity transformation, digital strategy, sales, marketing, operations, technology, and risk management. He led McKinsey’s New York office from 2011 to 2012 and the Property and Casualty Insurance Practice from 2009 to 2011. Prior to joining McKinsey in 2000, Mr. Khanna served as the Chief Executive Officer of a digital business at eCredit, a provider of online solutions for credit and collections professionals.

Select Qualifications and Experience:

• Responsible for leading the largest global practice at McKinsey and leading client service teams at major clients spanning the banking, insurance, and private equity sectors.

Age: 49

Director Since: 2020

KeyCorp Committee(s):

• Risk

• 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 enterprise risk management, internal audit, investor relations, supply chain, capital planning, and information technology.

• 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 SEC.

Age: 69

Director Since: 2010

KeyCorp Committee(s):

•  Compensation and
Organization

•  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)

Age: 61

Director Since: 2021

KeyCorp Committee(s):

•  Audit

•  Technology

Biography:

Mr. Tobin has served as Chairman, 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., an equipment and services company, 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)

Age: 63

Director Since: 2020

KeyCorp Committee(s):

•  Compensation and
Organization (Chair)

•  Executive

•  Nominating and Corporate Governance

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. Mr. Vasos is a director of the Retail Industry Leaders Association.

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)

Age: 70

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.

presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors held after each regularly scheduled Board meeting;

serves as liaison between the Chairman and the independent directors;

approves Board meeting schedules as well as meeting materials and agendas for each full Board meeting and executive sessions of independent directors;

has the authority to call meetings of the independent directors or the full Board at any time;

participates in discussions with major shareholders regarding governance matters as part of KeyCorp’s proactive shareholder engagement;

is in frequent contact with the Chairman with respect to major issues and strategic opportunities before KeyCorp, and any significant actions contemplated by KeyCorp are discussed with the Lead Director at an early stage;

advises on the retention of independent consultants to the Board;

interviews all candidates for election to the Board;

oversees changes to the composition of Board committees;

assists the Board and management in assuring compliance with applicable securities laws and fiduciary duties to shareholders;

oversees initiatives to implement enhancements to KeyCorp’s governance policies, including the Corporate Governance Guidelines;

serves as a focal point for independent Committee Chairs, providing guidance, coordination, and advice for the committees;

together with the Chair of the Compensation and Organization Committee, facilitates the evaluation of the performance of KeyCorp’s Chief Executive Officer; and

is available for additional duties as they may arise.

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.

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).

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.

Chair:

Richard J. Hipple

Other Members*:

Ruth Ann M. Gillis

Robin N. Hayes

Richard J. Tobin

Number of

Meetings in 2024: 14

* Mr. Dallas and
Ms. Rankin previously
served as members of the
committee until July 1,
2024. Mr. Hayes and
Mr. Tobin were appointed
to the committee effective
July 1, 2024.

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)

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 NYSE’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 and Ms. Gillis each qualify as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K.

Chair:

Alexander M. Cutler

Other Members*:

H. James Dallas

Elizabeth R. Gile

Richard J. Hipple

Barbara R. Snyder

Todd J. Vasos

Number of

Meetings in 2024: 6

* Mr. Highsmith previously
served as a member of
the committee until July 1,
2024. Mr. Vasos was
appointed to the
committee effective
July 1, 2024.

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 responsibility, such as sustainability matters and annual review of charitable and political contributions

• Oversees and reviews KeyCorp’s directors’ and officers’ liability insurance program

• Reviews and approves, ratifies, or disallows related person transactions pursuant to the Policy for Review of Transactions between KeyCorp and its Directors, Executive Officers and other Related Persons

• 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

• 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).

Chair*:

Todd J. Vasos

Other Members*:

Alexander M. Cutler

Carlton L. Highsmith

Barbara R. Snyder

Number of

Meetings in 2024: 8

* Ms. Snyder served as
committee chair until the
appointment of Mr. Vasos
effective July 1, 2024.
Mr. Tobin previously
served as a member of
the committee until July 1,
2024. Mr. Highsmith was
appointed to the
committee effective
July 1, 2024.

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

• 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 NYSE’s listing standards and meet the heightened independence standards required of Compensation Committee members by the NYSE.

Further discussion of the Compensation Committee can be found beginning on page 29 of this proxy statement under the heading “Compensation Discussion and Analysis.”

Chair:

Elizabeth R. Gile

Other Members*:

H. James Dallas

Somesh Khanna

Devina A. Rankin

David K. Wilson

Number of

Meetings in 2024: 13

* Mr. Hayes and
Mr. Highsmith previously
served as members of the
committee until July 1,
2024. Mr. Dallas and
Ms. Rankin were
appointed to the
committee effective
July 1, 2024, and
Mr. Khanna was
appointed effective
December 27, 2024.

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), reputation risk, strategic risk, and other risks, including climate and sustainability 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

• Together with the Audit Committee, oversees and reviews our allowance for loan and lease losses methodology

Chair:

H. James Dallas

Other Members:

Jacqueline L. Allard

Robin N. Hayes

Carlton L. Highsmith

Devina A. Rankin

Richard J. Tobin

Number of

Meetings in 2024: 5

* Ms. Gillis and Mr. Vasos
previously served as
members of the
committee until July 1,
2024. Ms. Allard and
Mr. Highsmith were
appointed to the
committee effective
December 27, 2024, and
July 1, 2024, respectively.

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

• Reports to the Risk Committee on risk management issues associated with the technology strategic investment plan and major technology vendor relationships

The Risk Committee has primary oversight responsibility for enterprise-wide risk at KeyCorp, including credit risk, market risk, liquidity risk, compliance risk, operational risk (including cybersecurity), as well as reputational and strategic risks and climate and sustainability risks, and oversight of the actions taken to mitigate these risks.

The Audit Committee has primary oversight responsibility for internal audit and credit risk review, financial reporting, legal matters, and fraud risk.

The Compensation Committee has primary oversight responsibility for risks related to our compensation policies and practices, as well as talent and leadership development and succession planning.

The Nominating and Corporate Governance Committee has primary oversight responsibility for significant issues of corporate responsibility, such as reputational and sustainability matters.

The Technology Committee provides additional oversight of management’s activities related to KeyCorp’s technology strategic investment plan, cybersecurity investments, and major technology vendor relationships.

the identification of employees who have the ability to influence or control material risk;

the use of risk-balancing mechanisms across all incentive plans that take into account the primary risks associated with employee roles;

the deferral of incentive compensation to balance risk and align an employee’s individual interests with KeyCorp’s future success and safety and soundness;

the development of clawback policies and procedures to recoup certain incentive compensation paid to employees in the event of certain risk-based events or as otherwise required by law, rule, or regulation; and

the annual assessment of risk-balancing features, the degree to which selective plan design features affect risk-taking, the alignment of incentive metrics with business objectives, the overall competitiveness of the pay opportunity, the participation of control functions, and the effectiveness of monitoring and administration of the plans.

Delivered, since 2017, more than $44 billion in investments and lending related to affordable housing, residential and small business lending in low- and-moderate income communities, and transformative philanthropy.

Received our 11th consecutive “Outstanding” rating for Community Reinvestment Act (CRA) performance.

Launched Money, Me & Key—our newest signature financial empowerment program led by certified Key teammates.

Provided $28.4 million in transformative philanthropy alone to our communities.

Helped launch the Cleveland Housing Investment Fund (CHIF), in partnership with LISC Fund Management, LLC and the City of Cleveland, with a $20 million planned investment. This impact will enable the construction of new homes in Cleveland and is expected to reach $100 million.

Renewed and strengthened our partnership with the National Community Reinvestment Coalition (NCRC) to help increase our impact in underserved communities.

Closed, through our Community Development Financial Institutions (CDFI) specialty group, nine new opportunities and one credit renewal totaling $70.5 million, with activities in Small Business Lending, Affordable Housing Development, and community economic development. Since January 2022, Key extended financing to 30 CDFIs in 15 states, totaling over $202 million of debt financing and approximately $14.8 million of equity and Equity Equivalent (EQ2) financing.

whether the transaction conforms to KeyCorp’s Code of Business Conduct and Ethics and Corporate Governance Guidelines and is in KeyCorp’s best interests;

whether the transaction is entered into in the ordinary course of KeyCorp’s business;

whether the terms of the transaction are comparable to terms that could be obtained in arms’ length dealings with an unrelated third party;

whether the transaction must be disclosed under Item 404 of Regulation S-K under the Exchange Act; and

whether the transaction could call into question the independence of any of KeyCorp’s non-employee directors.

the amount of credit extended does not exceed individual and aggregate lending limits, depending upon the identity of the borrower and the nature of the loan; and

any extension of credit in excess of $500,000 be approved by the Board of Directors of KeyBank.