KEYCORP /NEW/
For the period ended May 14, 2026. Filed Mar 27, 2026.
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May 14, 2026 · Filed Mar 27, 2026
Contents
Objectives of Our Compensation Program
Our success depends on the ability to attract, retain, motivate, and develop our teammates. We provide competitive total rewards, including pay and benefits, that support these efforts. Competition for talent in our business is strong, and we increasingly compete for talent outside of the core financial services industry. We make investments to hire, develop, motivate, and retain the high performing, collaborative teammates we need to serve our customers and to deliver strong returns to our shareholders. Our total rewards support our efforts to create and sustain our unique culture. Our compensation program is designed to reward employees based on performance, be informed by the market, discourage imprudent risk-taking, and align with the interests of our shareholders and the guidance of our regulators.
In consideration of these objectives, as well as our compensation philosophy and identified best practices described below, this Compensation Discussion and Analysis describes the pay of our “Named Executive Officers” (or “NEOs”) listed below:
| Christopher M. Gorman | Mohit “Mo” Ramani |
|---|---|
| Chairman and Chief Executive Officer | Chief Risk Officer |
| Clark Khayat | Amy G. Brady |
| Chief Financial Officer | Former Chief Information Officer (1) |
| Andrew J. “Randy” Paine III | |
| Head of Institutional Bank | |
| (1) | Ms. Brady resigned from her position as Chief Information Officer, effective March 2, 2026. |
Additional information on the compensation of our NEOs can be found in the 2025 Summary Compensation Table on page 52 of this proxy statement.
Compensation Philosophy
Our compensation philosophy is guided by the principles set forth below. We apply these principles when we establish the design of our executive compensation program each year.
| Our Principles: | How They Were Applied in 2025: |
|---|---|
| We have a pay for performance philosophy: Actual pay received under our variable compensation programs is tied to financial and strategic objectives | The 2025 Annual Incentive Plan generated 123% funding (with 120% approved by the Compensation Committee), reflecting Key’s record-setting revenue in 2025 (see “Total Pay for our Named Executive Officers” beginning on page 36 of this proxy statement for information about NEO pay received for the 2025 performance year, and see “2025 Annual Incentive Plan Performance & Funding” beginning on page 37 of this proxy statement for information about the performance of the 2025 Annual Incentive Plan). Performance Awards granted in 2023 paid at 0% for our NEOs and all other holders, as we did not meet previously established threshold levels of Adjusted Cumulative EPS and relative Return on Tangible Common Equity (“ROTCE”) for the 2023-2025 performance period; see “Results of 2023 Performance Awards” beginning on page 39 of this proxy statement for information about the performance of the 2023 Performance Awards. |
| Our short- and long-term incentive programs are aligned to the creation of shareholder value | We deliver pay in a way that balances short- and long-term financial performance objectives, with an intentional emphasis on long-term incentive compensation. 86% of the average total target pay for our NEOs is delivered as variable pay tied to Key’s financial or share price performance, with 32% tied to annual performance and the remaining 54% tied to multi-year performance. Actual pay received by our NEOs is strongly correlated to Key’s share price performance and will vary accordingly¸ as illustrated in “CEO Proxy Reported Pay vs. Realized Pay” beginning on page 42 of this proxy statement. |
| We deliver competitive pay to attract, retain, and motivate the talented executives we need to deliver value to our shareholders | Our Compensation Committee reviews and sets the total target pay opportunity for our NEOs each year, as part of a comprehensive annual review that takes place over several Committee meetings and considers, among other things, the ways in which executive officers in similar roles among our Peer Group are paid. More information about how pay is reviewed and established, and how our Peer Group is determined, is provided under “How We Make Pay Decisions,” beginning on page 45 of this proxy statement. |
| We balance risk and reward in our compensation programs through a strong governance process | Our compensation programs are subject to 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 43 of this proxy statement. In addition to these processes, we also incorporate risk directly into the design of our Annual Incentive Plan. We subject our compensation to adjustment based on actual risk and financial outcomes: For the 2025 Annual Incentive Plan, we included risk excellence measures as a component of “Enterprise Priorities,” in recognition of our focus on sustainable risk management excellence (see “2025 Annual Incentive Plan Performance & Funding” beginning on page 37 of this proxy statement for more information). 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 or pool-level incentive plan funding reductions, as described below in more detail under “Balancing Risk and Reward.” |
Compensation & Governance Best Practices
We support our compensation program with best practices in governance and executive compensation, including those summarized in the following chart. In addition, the Compensation Committee regularly evaluates our compensation practices, considering feedback provided by our shareholders and shareholder advisory firms.
| What We Do: | What We Don’t Do: |
|---|---|
| ✓ Place the Majority of Executive Officer Pay “At Risk” by delivering 86% of average total target NEO pay as variable pay tied to our financial or share price performance. ✓ Deliver Over Half of NEO Total Target Variable Pay Opportunity as Long-Term Incentives, requiring Key to perform over a multi-year period for our NEOs to realize value. ✓ 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. Executives must hold the net shares acquired upon vesting of equity awards until our share ownership guidelines are satisfied. ✓ Use Tally Sheets annually for our NEOs, allowing our Compensation Committee to review total pay for our NEOs. ✓ Review Share Utilization regularly, including overhang levels and run-rates, and maintain share utilization levels within industry norms. ✓ Use an Independent Consultant Retained by the Compensation Committee to assist in developing and reviewing our executive compensation strategy and programs to ensure that our compensation programs are consistent with market practice. ✓ Maintain Clawback and Forfeiture Policies as further described below under “Balancing Risk and Reward” beginning on page 43 of this proxy statement, which begin before grant and extend beyond payment. | × No Employment Agreements for any executive officer, including any NEO. × No Tax Gross-Ups on change of control payments or perquisites, other than with respect to relocation benefits provided to certain senior-level employees upon hire. × No “Single Trigger” Change of Control Agreements, meaning that, following a change of control, severance benefits are due, and equity awards that are assumed in a change of control transaction vest, only upon a qualifying termination of employment. × No Active SERPs, as our executive pension plans were frozen in 2009. No NEO participates in an active supplemental defined benefit plan, although vesting service continues for those NEOs who participated in such a plan prior to 2009. × No Hedging or Pledging of KeyCorp Securities is permitted under our Insider Trading Policy, which prohibits our employees, officers, and directors from engaging in hedging transactions involving our common shares and from pledging our common shares. × No “Timing” of Equity Grants as we do not grant any equity awards (either on- or off-cycle) 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. For more information, see “Policies and Practices Related to the Grant of Certain Equity Awards” on page 50 of this proxy statement. × No Repricing or Back-Dating of stock options. |
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