KEYCORP /NEW/

For the period ended May 15, 2025. Filed Mar 28, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2025 · Filed Mar 28, 2025

KEY$20.85-0.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	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

KEYCORP

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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☐	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.

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

Notice of Annual Meeting of Shareholders of KeyCorp

Date and Time:	Place:
Thursday, May 15, 2025, at 8:30 a.m., ET	To be held virtually – Virtual Meeting Link: meetnow.global/MHAWFV2

Items of Business:

At the meeting, the shareholders will vote on the following matters:

1.	Election of the 15 directors named in the proxy statement to serve one-year terms expiring in 2026;

2.	Ratification of Ernst & Young LLP as independent auditors for KeyCorp for the fiscal year ending December 31, 2025;

3.	Advisory approval of KeyCorp’s executive compensation; and

4.	Such other business as may properly come before the meeting or any postponement or adjournment thereof.

Record Date:

Shareholders of record of KeyCorp common shares at the close of business on Friday, March 21, 2025, have the right to receive notice of and to vote at the Annual Meeting and any postponement or adjournment thereof.

Delivery of Proxy Materials:

We will first mail the Notice of Internet Availability of Proxy Materials to our shareholders on or about Monday, March 31, 2025. On or about the same day, we will begin mailing paper copies of our proxy materials to shareholders who have requested them.

Voting:

It is important that your shares are represented and voted at the meeting. You may vote by telephone, online (before or during the meeting), or by mailing your signed proxy card in the enclosed return envelope if the proxy statement was mailed to you. If you do attend the virtual meeting, you may withdraw any previously-voted proxy and personally vote on any matter properly brought before the meeting by voting during the meeting in the virtual meeting platform.

Shareholder Questions:

Every shareholder has an opportunity during the meeting to submit questions, both on the proposals being presented to shareholders and on general matters relating to KeyCorp and its business. For more information on how to access the virtual Annual Meeting platform in order to submit questions or vote on the proposals, please refer to the “General Information about the Annual Meeting” section of the proxy statement beginning on page 75.

By Order of the Board of Directors

James L. Waters

Secretary and General Counsel

March 28, 2025

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.

Proxy Statement

The Board of Directors of KeyCorp (“KeyCorp,” “Key,” the “Company,” “our,” “us” or “we”) is furnishing you with this proxy statement to solicit shareholder proxies to be voted at the 2025 Annual Meeting of Shareholders to be held on May 15, 2025 (the “Annual Meeting”), and at all postponements and adjournments thereof. The 2025 Annual Meeting will be held virtually and will be accessible at the following link: meetnow.global/MHAWFV2.

The mailing address of our principal executive office is 127 Public Square, Cleveland, Ohio 44114. KeyCorp employs the cost-effective and environmentally-conscious “notice and access” delivery method. This allows us to give our shareholders access to a full set of our proxy materials online. Beginning on or about March 31, 2025, we will send to most of our shareholders, by mail ore-mail, a notice explaining how to access our proxy materials and vote online. This notice is not a proxy card and cannot be used to vote your shares. On or about March 31, 2025, we will also begin mailing paper copies of our proxy materials to shareholders who have requested them.

All record holders of KeyCorp common shares at the close of business on Friday, March 21, 2025, are entitled to vote. On that date, there were 1,095,717,222 KeyCorp common shares outstanding. Holders of KeyCorp common shares are entitled to one vote for each share held of record.

This summary contains highlights of information contained elsewhere in our proxy statement and does not contain all of the information that you should consider. Please read the entire proxy statement before you vote.

Proposals for the Annual Meeting

Proposal	Page	BoardRecommendation
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.	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 2025. One or more representatives of Ernst & Young LLP will be present at the meeting to respond to appropriate questions from shareholders.	73	“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 29 of this proxy statement). This advisory vote is held on an annual basis.	74	“FOR”

Voting Your Shares

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

2025 Director Nominees

Name · Age · DirectorSince · Independent · Current Committee Memberships
Audit · C&O · NCGC · Risk · Technology · Executive
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				✓

(1)	Serves as KeyCorp’s independent Lead Director.

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2024 Performance Highlights

2024 was a transformative year for Key as we positioned the company for our next leg of growth. We achieved the financial targets on an operating basis that we detailed for investors at the beginning of 2024. We grew relationship clients, deposits, pipelines, and assets under management. We ended the year with significantly improved liquidity metrics, and a peer-leading capital position.

Supported Clients	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

(1)	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.

Corporate Responsibility and Sustainability

We believe the best way to deliver long-term value is by delivering on our commitments to every stakeholder we serve – our shareholders, clients, colleagues, regulators, and communities. At Key, corporate responsibility and sustainability are central to who we are and how we do business – we are here to help our clients, colleagues, and communities thrive – and through these efforts, we create outstanding results for our shareholders.

For more information on Key’s corporate responsibility and sustainability strategy, priorities, and highlights of our efforts in 2024, please see “Corporate Responsibility and Sustainability” on page 20 of this proxy statement and our annual disclosures, which can be found at https://www.key.com/about/corporate-responsibility/crreports.html.

Corporate Governance Practices

We are committed to meeting high standards of ethical behavior, corporate governance, and business conduct. Some of our corporate governance best practices include:

Director Elections	• Annual elections for all directors (page 1) • Majority voting in uncontested elections (page 4)

BoardIndependence

• 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)

Standing Board Committees		Audit Committee		14 meetings in 2024		(page 16)
	Compensation and Organization Committee		8 meetings in 2024		(page 17)
	Nominating and Corporate Governance Committee		6 meetings in 2024		(page 16)
	Risk Committee		13 meetings in 2024		(page 17)
	Technology Committee		5 meetings in 2024		(page 18)

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)

Shareholder Engagement

• 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

For a more detailed discussion concerning KeyCorp’s corporate governance practices, please refer to the section entitled “The Board of Directors and Its Committees” beginning on page 14 of this proxy statement.

Executive Compensation Highlights

Our compensation philosophy is guided by the following principles:

•	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.

We support our compensation program with a number of best practices in governance and executive compensation, including the following:

What We Do:	What We Don’t Do:
✓ 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

2024 was a milestone year for Key, as we continued on our journey to realize our full earnings potential. The strategic minority investment from Scotiabank has and will continue to enhance our earnings, capital, and liquidity. Throughout 2024, we laid the groundwork that positions Key to continue to deliver sound, profitable growth in 2025 and beyond.

What We Did:	How it Aligns to our Philosophy:
• 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.

What We Did:

How it Aligns to our Philosophy:

• 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.

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