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

DEF 14A of Keycorp /New/

Filed Mar 22, 2024 · FY20230001193125-24-074588

Open on EDGAR

  1. 2024 Director Nominees

    2024 Director Nominees

  2. 2024 Director Nominees

    | Name | Age | Director Since | Independent | Current Committee Memberships | | | | | | | | | | | Audit | C&O | NCGC | Risk | Technology | Executive | | Alexander M. Cutler (1) | 72 | 2000 | Yes | | ✓ | Chair | | | ✓ | | H. James Dallas | 65 | 2005 | Yes | ✓ | | ✓ | | Chair | | | Elizabeth R. Gile | 68 | 2010 | Yes | | | ✓ | Chair | | | | Ruth Ann M. Gillis | 69 | 2009 | Yes | ✓ | | | | ✓ | | | Christopher M. Gorman | 63 | 2019 | No | | | | | | Chair | | Robin N. Hayes | 57 | 2020 | Yes | | | | ✓ | ✓ | | | Carlton L. Highsmith | 72 | 2016 | Yes | | | ✓ | ✓ | | | | Richard J. Hipple | 71 | 2012 | Yes | Chair | | ✓ | | | ✓ | | Devina A. Rankin | 48 | 2020 | Yes | ✓ | | | | ✓ | | | Barbara R. Snyder | 68 | 2010 | Yes | | Chair | ✓ | | | ✓ | | Richard J. Tobin | 60 | 2021 | Yes | | ✓ | | | ✓ | | | Todd J. Vasos | 62 | 2020 | Yes | | ✓ | | | ✓ | | | David K. Wilson | 69 | 2014 | Yes | | | | ✓ | | |

  3. 2024 Director Nominees

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

  4. Executive Compensation Highlights

    | • | Deliver pay in a way that balances short- and long-term financial performance objectives and aligns to long-term shareholder value creation; and |

  5. Executive Compensation Highlights

    | What We Do: | What We Don’t Do: | | ✓ 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 |

  6. Executive Compensation Highlights

    | What We Did: | How We Delivered Pay: | | • Considering the unique challenges faced by Key in 2023, we adjusted certain measures in our short-term incentive plan to reflect the mid-year pivot in our strategies and priorities. | • The KeyCorp 2023 Annual Incentive Plan was amended to reflect the view that 2023 consisted of two distinct time periods with different strategic priorities: pre- and post- regional banking crisis. • The Compensation Committee held performance against the amended plan to 100%. The Compensation Committee approved final funding of 80% under the amended plan, capping our executive leadership team at 75% funding, This marks the second consecutive year of below-target funding for our annual incentive plan, as well as the second consecutive year in which our executive officers received lower funding than the general employee population. • Information about the amendment to the plan and approved funding rate begins on page 29 of this proxy statement under “Annual Incentive Plan”. Information about individual pay decisions for our NEOs begins on page 36 of this proxy statement, under “2023 Pay Decisions for Named Executive Officers.” | | • We maintained a focus on multi-year EPS and ROTCE relative to our Peer Group through our long-term incentive plan. | • The 2021-2023 Long-Term Incentive Plan (performance awards) performed at 85.8% of target, driven by above-target performance on our EPS goals and balanced by below-target performance against ROTCE versus our Peer Group. Final financial performance was negatively adjusted based on our TSR versus our Peer Group for the three-year period. | | • We continued to deliver 70% of our long-term incentive compensation to executive officers as “performance-based compensation.” | • Since 2021, we have delivered our long-term incentive compensation as 60% performance shares, 30% restricted stock units, and 10% stock options with a 10% premium on the exercise price. |

  7. Executive Compensation Highlights

    | 2023 Outstanding Equity Awards at Fiscal Year-End Table | 48 | | 2023 Option Exercises and Stock Vested Table | 51 | | 2023 Pension Benefits Table | 52 | | 2023 Nonqualified Deferred Compensation Table | 53 | | Potential Payments Upon Termination or Change of Control | 55 | | 2023 Post-Termination Tables | 56 | | Pay Ratio | 60 | | Required Pay Versus Performance Disclosure | 61 | | Directors’ Compensation | 65 | | 2023 Director Compensation Table | 66 | | Audit Matters | 68 | | Ernst & Young’s Fees | 68 | | Pre-Approval Policies and Procedures | 68 | | Audit Committee Report | 69 | | PROPOSAL TWO: Ratification of Independent Auditor | 70 | | PROPOSAL THREE: Advisory Approval of KeyCorp’s Executive Compensation | 71 | | PROPOSAL FOUR: Shareholder Proposal Seeking an Independent Board Chairperson | 72 | | Board of Directors Statement and Recommendation | 73 | | General Information about the Annual Meeting | 75 | | Matters to Be Presented | 75 | | How Votes Will Be Counted | 75 | | Revoking a Proxy | 75 | | Cost of Proxy Solicitation | 75 | | Attending the Annual Meeting | 76 | | Submitting Questions | 76 | | Additional Information | 77 | | Proxy Statement Proposals for the 2025 Annual Meeting of Shareholders | 77 | | Other Proposals and Director Nominations for the 2025 Annual Meeting of Shareholders | 77 | | Eliminating Duplicative Proxy Materials | 77 | | Annual Report | 78 |

  8. 2024 Nominees for Director

    2024 Nominees for Director Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the individuals identified on the following pages for election as directors. Each nominee is currently a director of KeyCorp. Biographical information for each nominee is provided as of the most recent practicable date. The Board believes that the qualifications and experience of the director nominees, as described below, will continue to contribute to an effective and well-functioning Board. The Board and the Nominating and Corporate Governance Committee believe that the directors, individually and as a whole, possess the necessary qualifications to provide effective oversight of KeyCorp’s business, as well as quality advice and counsel to KeyCorp’s management. If elected, each nominee will continue to serve as a director until KeyCorp’s 2025 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified or he or she resigns or is otherwise removed. There is no reason to believe that any of these director nominees will be unable or unwilling to serve if elected. Should any nominee be unable to accept nomination or election, the proxies may be voted for the election of a substitute nominee recommended by the Board. Alternatively, the Board may allow the vacancy to remain open, to be filled by the Board at a later date, or adopt a resolution to decrease the size of the Board.

  9. 2024 Nominees for Director

    | The Board of Directors unanimously recommends that shareholders vote “FOR” each of the following director nominees. |

  10. 2024 Nominees for Director

    | 4 | |

  11. 2024 Nominees for Director

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

  12. 2024 Nominees for Director

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

  13. 2024 Nominees for Director

    | | 5 |

  14. 2024 Nominees for Director

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

  15. 2024 Nominees for Director

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

  16. 2024 Nominees for Director

    | 6 | |

  17. 2024 Nominees for Director

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

  18. 2024 Nominees for Director

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

  19. 2024 Nominees for Director

    | | 7 |

  20. 2024 Nominees for Director

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

  21. 2024 Nominees for Director

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

  22. 2024 Nominees for Director

    | 8 | |

  23. 2024 Nominees for Director

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

  24. 2024 Nominees for Director

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

  25. 2024 Nominees for Director

    | | 9 |

  26. 2024 Nominees for Director

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

  27. 2024 Nominees for Director

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

  28. 2024 Nominees for Director

    | 10 | |

  29. 2024 Nominees for Director

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

  30. 2024 Nominees for Director

    | | 11 |

  31. 2024 Nominees for Director

    The Board is currently comprised of 12 independent directors and one member of management (Mr. Gorman). Four of our 12 independent directors have joined the Board since 2020. The median tenure of our current Board members is nine years.

  32. Oversight of Compensation-Related Risks

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

  33. Corporate Responsibility and Sustainability Reports

    | (3) The column “Deferred Shares” includes deferred shares, performance units, and restricted stock units held by executive officers that will be payable in KeyCorp common shares on or within 60 days of March 15, 2024. Deferred shares, performance units, and restricted stock units payable in common shares to executive officers, but not on or within 60 days of March 15, 2024, are reported in the column “Other Deferred Shares Owned.” Performance units are subject to vesting based on the achievement of certain performance goals, as discussed in the Compensation Discussion and Analysis beginning on page 25 of this proxy statement. The number of performance units set forth in these columns reflects a “target” amount of performance units determined for each executive officer on the grant date. The number of performance units that ultimately vest as common shares for each executive officer may be higher or lower depending upon actual performance relative to the performance goals at the end of the measurement period. |

  34. Corporate Responsibility and Sustainability Reports

    | (4) Deferred shares, performance units, and restricted stock units payable in common shares do not have common share voting rights or investment power until the shares or units have been distributed as common shares in accordance with the plan or agreement under which they were granted or awarded. |

  35. Equity Compensation Plan Information

    Equity Compensation Plan Information KeyCorp is authorized to issue its common shares under the KeyCorp Amended and Restated 2019 Equity Compensation Plan (the “Equity Plan”) and the KeyCorp Second Amended and Restated Discounted Stock Purchase Plan (the “DSP Plan”). KeyCorp is no longer authorized to issue its common shares under, but still has awards outstanding under: (i) the KeyCorp 2013 Equity Compensation Plan (the “2013 Plan”); (ii) the KeyCorp 2010 Equity Compensation Plan (the “2010 Plan”); (iii) the KeyCorp Deferred Equity Allocation Plan; and (iv) the KeyCorp Directors’ Deferred Share Plan. Shareholders approved the Equity Plan at the 2023 Annual Meeting of Shareholders. At December 31, 2023, 42,362,938 common shares remained available for future issuance under the Equity Plan. Shareholders originally approved the DSP Plan in 2003 and, most recently, approved an amendment and restatement in 2021. At December 31, 2023, 2,627,472 common shares remained available for future issuance under the DSP Plan. The following table provides information about KeyCorp’s equity compensation plans as of December 31, 2023:

  36. Equity Compensation Plan Information

    | | (a) | (b) | (c) | | Plan Category | Securities to be issued upon exercise of outstanding options, warrants and rights (#) | Weighted-average exercise price of outstanding options, warrants and rights ($) | Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(#)(2) | | Equity compensation plans approved by security holders (1) | 4,859,453 | 18.28 | 44,990,410 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 4,859,453 | 18.28 | 44,990,410 |

  37. Equity Compensation Plan Information

    | (1) The table does not include 21,072,521 unvested shares of time-lapsed and performance-based restricted stock units awarded under the Equity Plan, the 2013 Plan, and the 2010 Plan. These unvested restricted stock units were issued when awarded and consequently are included in KeyCorp’s common shares outstanding. |

  38. Equity Compensation Plan Information

    | (2) The Compensation Committee of the Board has determined that KeyCorp may not grant options to purchase KeyCorp common shares, shares of restricted stock, or other share grants under its long-term compensation plans in an amount that exceeds six percent of KeyCorp’s outstanding common shares in any rolling three-year period. |

  39. Equity Compensation Plan Information

    More information about these awards can be found in Note 17 (“Stock-Based Compensation”) to the Consolidated Financial Statements beginning on page 160 of our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”), which was filed with the Securities and Exchange Commission on February 22, 2024.

  40. Equity Compensation Plan Information

    | 24 | |

  41. Equity Compensation Plan Information

    This Compensation Discussion and Analysis provides information regarding the compensation of our executive officers.

  42. 2023 Average NEO Target Pay Mix(1)

    Details about our short- and long-term incentive programs are provided below under “Annual Incentive Plan” and “2024 Long-Term Incentives” on pages 29 and 32 of this proxy statement.

  43. Base Salary

    Base Salary Base salaries represent the sole fixed portion of target total pay opportunity for our NEOs. Base salaries are reviewed and approved by the Compensation Committee on a competitive basis each year based on salaries paid to comparable executives at peer companies, including those in our Peer Group, and considering internal equity. Base salary adjustments generally occur no more frequently than bi-annually. In 2023, none of our NEOs received a base salary increase. For more information on pay decisions for NEOs, see “2023 Pay Decisions for Executive Officers” beginning on page 36 of this proxy statement.

  44. Incentive Programs

    Incentive Programs As illustrated in the chart on the prior page, on average, approximately 86% of the target total pay opportunity for our NEOs is delivered in the form of incentive pay (89% for our CEO), which includes both an annual cash component and a long-term component subject to multi-year vesting. Both our Annual Incentive Plan and long-term incentives are described below.

  45. Annual Incentive Plan

    Annual Incentive Plan All executive officers, along with most Key employees who are not paid from a business-unit-specific incentive plan, are eligible to receive discretionary cash incentives under our Annual Incentive Plan.

  46. Annual Incentive Plan

    | • | The design of our Annual Incentive Plan has been consistent since 2018 and is typically approved by the Compensation Committee in January each year, following review of plan design in the preceding November (see below under “Original 2023 Annual Incentive Plan” for more information). |

  47. Annual Incentive Plan

    | • | Normally, funding of the overall pool under our Annual Incentive Plan is based on the achievement of various financial and strategic goals compared to pre-established targets approved by the Compensation Committee early in the applicable calendar year and may range from 0% to 150% of target. |

  48. Annual Incentive Plan

    | • | Each executive officer is assigned an annual incentive target by the Compensation Committee. Information on our approach to setting targets is below under “How We Set Target Total Pay” on page 39 of this proxy statement. |

  49. Annual Incentive Plan

    | • | The actual annual incentive paid to any executive officer for a year depends on the funding level of the annual incentive plan for that year and the executive’s individual performance. Our practices generally do not allow an executive officer to receive more than 200% of the annual incentive target in cash. |

  50. Annual Incentive Plan

    Regional Banking Crisis: Key’s Strategic Pivot and Changes to Annual Incentive Plan On March 10, 2023, Silicon Valley Bank (“SVB”) was taken into FDIC receivership following a bank run triggered by a securities sale and planned capital actions that raised concerns about SVB’s balance sheet positions and liquidity. The collapse of SVB was followed quickly by the failure of Signature Bank (March 12) and later by First Republic Bank (May 1). These failures precipitated a closer examination by all banks, including Key, of the composition of securities held on their balance sheets and triggered competition among banks for stable sources of deposits. Additionally, our regulators proposed new rules that would heighten expectations around our capital position. In order to respond to these changing market dynamics, Key:

  51. Annual Incentive Plan

    | • | Quickly pivoted our strategy to preserve long-term value for our shareholders by establishing the L&R Program led by an executive officer to create additional liquidity and meet the enhanced expectations of our regulators; and |

  52. Annual Incentive Plan

    | • | Aligned the measures in our 2023 Annual Incentive Plan so that we were able to incent, retain and reward our teammates, including our executive officers, for their actions under the L&R Program to successfully improve balance sheet resiliency, respond to a dynamic regulatory environment and position Key to deliver long-term value to our shareholders. |

  53. Annual Incentive Plan

    | | 29 |

  54. Annual Incentive Plan

    The timeline of these actions is illustrated in the following chart and described in more detail below. Original 2023 Annual Incentive Plan In January 2023, consistent with past practice, the Compensation Committee approved a plan design under which 60% of our 2023 Annual Incentive Plan (the “Original 2023 Plan”) pool funding would be based on our performance on the following three equally-weighted metrics as compared to pre-established targets, consistent with the design of our Annual Incentive Plan since 2018:

  55. Annual Incentive Plan

    | • | Adjusted EPS (as defined in “Definitions of Certain Financial Goals” on page 42 below) |

  56. Annual Incentive Plan

    | • | Cash Efficiency Ratio (as defined in “Definitions of Certain Financial Goals” on page 42 below) |

  57. Annual Incentive Plan

    | • | Adjusted ROTCE (as defined in “Definitions of Certain Financial Goals” on page 42 below) |

  58. Annual Incentive Plan

    The remaining 40% of pool funding of the Original 2023 Plan was to be split equally between (i) our performance relative to that of our Peer Group with respect to revenue growth, PPNR growth, and the ratio of Net Charge-Offs to Average Loans (each as defined in “Definitions of Certain Financial Goals” on page 42 below) and (ii) achievement of “Operational Excellence” goals which measure our progress in respect of strategic objectives, which for 2023 were related to diversity, equity and inclusion and against progress made towards satisfying regulatory expectations. Changes to Annual Incentive Plan to Reflect New Focus As described above, the regional banking crisis in 2023 required Key to quickly pivot its strategy to ensure we would be positioned to deliver long-term value for our shareholders. Successfully executing this pivot required our executives and other teammates to focus on new priorities under the L&R Program, notwithstanding the potential for detrimental effects on near-term EPS, ROTCE and cash efficiency.

  59. Annual Incentive Plan

    | • | As the year progressed, it became clear that funding under the Original 2023 Plan would have been 30%, with 0% funding generated based on Key’s financial performance (Adjusted EPS, Adjusted ROTCE or Cash Efficiency). |

  60. Annual Incentive Plan

    | • | At each Compensation Committee meeting after March, management reviewed with the Compensation Committee the performance of the Original 2023 Plan as well as progress towards the L&R Program objectives with the Board. All staff and administrative teammates at Key who do not receive payment under a business unit-specific plan are paid from the Annual Incentive Plan, along with our executive officers. |

  61. Annual Incentive Plan

    | • | In connection with these reviews, management and the Compensation Committee discussed Key’s ability to effectively incent and retain teammates based on certain of the goals of the Original 2023 Plan as they no longer aligned with Key’s current actions and the objectives of the L&R Program. |

  62. Annual Incentive Plan

    The Compensation Committee requested that management consider alternatives to address this concern. In September, management presented to the Compensation Committee a proposal to amend the Original 2023 Plan to align with Key’s adjusted strategic objectives for 2023. The amended plan was approved in early October (becoming the “Amended 2023 Plan”).

  63. Annual Incentive Plan

    | 30 | |

  64. Annual Incentive Plan

    The Compensation Committee approved the Amended 2023 Plan as set forth in the chart below, and reflecting the view that 2023 consisted of two distinct time periods with different strategic priorities:

  65. Annual Incentive Plan

    | | Amended 2023 Plan Scorecard | | | | | Period | Pre-Crisis (Jan. 1-Mar. 31) | | Post-Crisis (Mar. 31-Dec. 31) | | | Measurement of Performance | Performance measured against the objectives set forth in the Original 2023 Plan | | • Performance measured against the execution of L&R Program priorities (grow deposits, reduce loans, decrease Market Funds ratio) and meet regulatory expections • Funding for each metric capped at 100%; Overall funding capped at 100% • Payouts for any executive officer not to exceed 100% | | | | Metric | Weight | Metric | Weight | | | Adj. EPS | 20% | Strengthen Balance Sheet | 60% | | | Adj. ROTCE | 20% | • Ending Loan Bal. | | | Metric | Cash Efficiency Ratio | 20% | • Ending Deposit Bal. (ex. Brokered) | | | | Relative Perf. to Peers | 20% | • Moody’s Market Funds Ratio | | | | Operational Excellence | 20% | Regulatory Remediation | 40% | | | | 100% | | 100% | | | | | Deposit Cost (rel. to Peer Median) | | | Risk Metric | Ent. Risk Mgmt. Dashboard | | Losses on Loan Sales | | | | | | Ent. Risk Mgmt. Dashboard | |

  66. Annual Incentive Plan

    As part of this change and as noted in the chart above, the Compensation Committee capped possible funding of the Amended 2023 Plan at no more 100%, and specifically designated that none of Key’s executive officers would be eligible for payments under the plan in excess of 100% of their target award amount. Performance against the Amended 2023 Plan In January 2024, the Compensation Committee approved an overall final funding rate for the Amended 2023 Plan of 80%, further capping funding for our executive officers, including our NEOs, at 75% as illustrated in the table below:

  67. Annual Incentive Plan

    | | Amended 2023 Plan Scorecard | | | | | | | | | | | Period | Pre-Crisis (Jan. 1-Mar. 31) | Target | Actual | Weight | Funding | Post-Crisis (Mar. 31-Dec. 31) | Target | Actual | Weight | Funding | | | Adj. EPS | $0.48 | $0.43 | 20% | 10% | Strengthen Balance Sheet | $10Bn | $12.8Bn | 60% | 60% | | | Adj. ROTCE | 18.50% | 17.60% | 20% | 14% | • Ending Loan Bal. | $115Bn | $112.6Bn | | | | Metric | Cash Efficiency Ratio | 62.20% | 64.30% | 20% | 11% | • Ending Deposit Bal. (ex. Brokered) | $140.2Bn | $140.6Bn | | | | | Relative Perf. to Peers | Middle | Mid-Low | 20% | 10% | • Moody’s Market Funds Ratio | 15% | 12% | | | | | Operational Excellence | Meets | Meets | 20% | 20% | Regulatory Remediation | Meets | Partial | 40% | 27% | | | | | | 100% | 66% | | | | 100% | 87% | | Risk Metric | Ent. Risk Mgmt. Dashboard | | | | No adj. | Deposit Cost (rel. to Peer Median) Losses on Loan Sales Ent. Risk Mgmt. Dashboard | | | | No adj. | | | | | | | | Weighted Performance (25-75) | 81% | | | | | | | | | | | C&O Approved | 80% | | | | | | | | | | | Exec. Leadership Team Funding | 70-75% | | | |

  68. Annual Incentive Plan

    | | 31 |

  69. Annual Incentive Plan

    When approving funding for the Amended 2023 Plan, the Compensation Committee considered the following:

  70. Annual Incentive Plan

    | • | Performance against the measures under the Original 2023 Plan was at 66% through the end of the first quarter of 2023, driven by below-target performance against the financial and relative performance measures, and balanced by the achievement of operational excellence measures related to continued progress towards our diversity, equity and inclusion efforts as well as the successful completion of actions taken in response to regulatory feedback. |

  71. Annual Incentive Plan

    | • | Achievement of $12.8 billion in liquidity compared to a target of $10 billion through a combination of deposit growth and loan reductions, while reducing our Moody’s Market Funds ratio to 12%, well below the target of 15%. |

  72. Annual Incentive Plan

    | • | Satisfactory completion against 5 of 6 programs identified to respond to or proactively address regulatory concerns across several disciplines. |

  73. Annual Incentive Plan

    | • | Consistent with the design of the Amended 2023 Plan, the Compensation Committee held performance against the liquidity objectives at 100%, despite the over-achievement of the target levels of performance. |

  74. Annual Incentive Plan

    | • | None of our Named Executive Officers received payment in excess of 75% of their 2023 target bonus, and the Compensation Committee elected to pay our CEO 70% of his 2023 target bonus. More information about specific pay decisions and the rationale behind them begins on page 36 of this Proxy Statement, under “2023 Pay Decisions for Named Executive Officers”. |

  75. Annual Incentive Plan

    The 2023 performance year is the second consecutive performance year of below-target funding for annual incentives which reflects Key’s relative financial underperformance during these periods. 2023 is also the second consecutive year in which our NEOs received lower funding than the general employee population. For the 2022 performance year, calculated funding under the 2022 Annual Incentive Plan was 110% of target; however, the Compensation Committee reduced the funding rate of the 2022 Annual Incentive Plan to 75% for our NEOs and between 85% and 90% for the general employee population, recognizing that performance of our 2022 Annual Incentive Plan benefitted from rate increases in excess of plan rather than our core financial performance. The decisions made with respect to both the 2022 and 2023 Annual Incentive Plans reflect the Compensation Committee’s balanced and intentional approach to determining incentive funding and payouts with a focus on maintaining the alignment of Key’s incentive compensation programs with long-term shareholder value creation. While the Compensation Committee determined that it was necessary to adjust the financial performance measures under the 2023 Annual Incentive Plan to address near term challenges, the Compensation Committee did not approve any adjustments in 2023 to any of the financial performance measures applicable to the NEOs’ outstanding long-term performance awards. Taken together, these decisions are consistent with our compensation philosophy and principles of maintaining an appropriate balance between short- and long-term financial performance. 2024 Annual Incentive Plan In January 2024, the Compensation Committee approved Key’s 2024 Annual Incentive Plan, which is similar to the Original 2023 Plan and the plan design in previous years. The 2024 Annual Incentive Plan will fund based on our Adjusted EPS, Adjusted ROTCE, and Common Equity Tier 1 (“CET1”) Ratio relative to pre-established goals, as well as our performance relative to our Peer Group with respect to specified financial metrics and our achievement of operational excellence goals. Reincorporating EPS and ROTCE into the 2024 Annual Incentive Plan reflects the Compensation Committee’s assessment that these measures promote both short- and long-term growth and have a strong correlation to long-term shareholder value creation. At the same time, the addition of the CET1 Ratio as a metric is intended to better align the 2024 Annual Incentive Plan with our priority of maintaining our strong capital position. The 2024 Annual Incentive Plan will be disclosed in more detail in the Proxy Statement we file in 2025.

  76. 2024 Long-Term Incentives

    2024 Long-Term Incentives Our Named Executive Officers are eligible to receive long-term incentive awards that are granted annually taking into account the Compensation Committee’s assessment of each NEO’s individual prior year performance. Long-term incentive awards to our NEOs also anticipate each NEO’s future contributions through the use of a vesting schedule generally requiring the executive officer to remain employed for three to four years from the date of grant in order to realize the full value of the award (subject to acceleration of vesting in connection with qualifying retirements and certain other terminations of employment). For 2024, the Compensation Committee continued to deliver 70% of long-term incentive compensation for each executive officer as “performance-based” awards as follows: (i) 60% as performance awards and (ii) 10% as premium-priced stock options with an exercise price equal to 110% of the value of our common shares on the grant date. The remaining 30% of the 2024 long-term incentive opportunity was allocated to restricted stock units.

  77. 2024 Long-Term Incentives

    | 32 | |

  78. 2024 Long-Term Incentives

    2024 Long-Term Incentive Design

  79. 2024 Long-Term Incentives

    | 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 (2) | 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 for an executive to realize value from the award than an ordinary stock option. • Incentivizes 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. |

  80. 2024 Long-Term Incentives

    | (1) By granting performance awards as 60% of long-term incentive awards and granting premium-priced stock options as 10% of long-term incentive awards, the total percentage of long-term incentive compensation awarded as “performance-based” compensation is 70%. |

  81. 2024 Long-Term Incentives

    | (2) Since 2021, stock options have been granted with an exercise price equal to 110% of the closing price of a share of Key common stock on the date of grant. This design is intended to incentivize significant share price improvement over the 10-year term of the stock option. |

  82. 2024 Long-Term Incentives

    2024 Performance Awards The Compensation Committee grants performance awards to encourage our NEOs to make decisions and to deliver results over a multi-year time period, keeping a focus on our long-term performance objectives. In addition, performance awards enable us to retain executive talent, because executives generally must remain employed through the end of the performance period to realize the full value of the award. The cash-settled performance awards granted in 2024 provide our NEOs with the opportunity to receive between 0% and 150% of their “target” number of cash performance shares based on our level of achievement of the following performance goals during the three-year performance period that began on January 1, 2024, and will end on December 31, 2026. Although the value of these cash performance awards is directly tied to share price, payout upon vesting will be in the form of cash.

  83. 2024 Long-Term Incentives

    | | 33 |

  84. 2024 Long-Term Incentives

    | 2024-2026 Long-Term Incentive Plan | | | | | | | | | Performance Required for Payout | | | | | Other Factors (Vesting Reduction Only) | | Performance Goals | Weight | Min. | Target | Max. | | | | Adjusted ROTCE vs. Peers | 50% | 25% ile | 50% ile | 75% ile | | • ERM Dashboard • Execution of Strategic Priorities • Other factors, as appropriate | | Adjusted Cumulative EPS | 50% | 75% of Plan* | 100% of Plan* | 125% of Plan* | | |

  85. 2024 Long-Term Incentives

    | * ”Plan” refers to Key’s overall financial plan. |

  86. 2024 Long-Term Incentives

    | TSR vs Peers Modifier: | | | Percentile Rank | Payout Adjustment | | <25% ile | -15% | | 25% ile to 75% ile | No Adjustment | | >75% ile | +15% |

  87. 2024 Long-Term Incentives

    The Compensation Committee believes that each of the performance goals set forth above strongly correlates to long-term shareholder value creation, which is why, similar to the approach taken with respect to the 2024 Annual Incentive Plan, the Compensation Committee did not change the plan design of the 2024 performance awards. Since 2020, Adjusted Cumulative EPS and Adjusted ROTCE remove the impact of the change in loan and lease loss provision and any pension settlement charges and hold Other Comprehensive Income to planned levels during the performance period, as interest rate fluctuations are reflected in our balance sheet, which could otherwise distort the calculation of common equity. This reduces volatility to EPS and ROTCE from the impact of the accounting standard known as current expected credit losses (“CECL”) and the build or release of provision that could otherwise have an outsized impact on ROTCE and EPS as performance metrics under the 2024 performance awards. TSR has been used as a modifier for performance awards since 2020 to preserve the important link between payout to our executives and shareholder value in a manner that is consistent with the practices of the members of our Peer Group who use TSR as a performance metric in their performance awards. Relative TSR may increase or decrease the final payout otherwise calculated using Adjusted ROTCE vs. peers and Adjusted Cumulative EPS. Finally, the “other factors” included in the performance metrics above may result in a reduction to the vesting of 2024 performance awards if, in the Compensation Committee’s judgment, performance with regard to these “other factors” is insufficient. The Compensation Committee can only apply negative discretion to the 2024 performance awards in making an adjustment for “other factors” – no positive discretion is permitted.

  88. 2024 Long-Term Incentives

    | 34 | |

  89. Actual Total Pay for 2023 Performance

    Actual Total Pay for 2023 Performance The following table shows the Compensation Committee’s 2023 total pay decisions for our NEOs. The amounts reported in the table differ from those reported for 2023 in the Summary Compensation Table on page 45 of this proxy statement, which reflects long-term incentives granted during a year, rather than after year-end, even if awarded for services performed in that year. We generally consider long-term incentives granted during a given year to be part of the prior year’s total pay opportunity. After assessing each individual’s performance during 2023, the Compensation Committee approved the annual and long-term incentive awards for our NEOs described below.

  90. Actual Total Pay for 2023 Performance

    | | Actual Total Pay | | | | | Name | Base Salary($) | Actual 2023 Annual Incentive Award ($)(1) | Actual 2024 Long-Term Incentive Award ($)(1) | Total Actual Pay($) | | Christopher M. Gorman | $1,200,000 | $1,890,000 | $7,000,000 | $10,090,000 | | Clark Khayat | $600,000 | $825,000 | $1,500,000 | $2,925,000 | | Andrew J. “Randy” Paine III | $600,000 | $1,425,000 | $2,200,000 | $4,225,000 | | Angela G. Mago | $600,000 | $1,125,000 | $1,900,000 | $3,625,000 | | Amy G. Brady | $700,000 | $910,000 | $1,500,000 | $3,110,000 | | Donald R. Kimble | $319,070 | $443,333 | $0(1) | $762,403 |

  91. Actual Total Pay for 2023 Performance

    | (1) We require that at least 50% of the “total incentive”—that is, the sum of the 2023 annual incentive actually earned and the actual value of 2024 long-term incentives—of each NEO (60% for our CEO) be delivered in the form of long-term compensation, subject to a multi-year vesting schedule and risk-adjusted vesting. If the total incentive does not satisfy this requirement, a portion of the annual cash incentive actually earned by the NEO is delivered as long-term compensation. Mr. Kimble was eligible for a pro rata portion of his 2023 target annual incentive award opportunity in recognition of time worked for Key prior to his May 1, 2023, retirement date. However, Mr. Kimble was not an employee of Key on the date of long-term incentive grants in 2024 and so was not eligible for and did not receive any long-term incentive compensation awards with respect to the 2023 performance year. |

  92. Mr. Kimble, Former Chief Financial Officer (January 1 – March 16), Vice Chairman and Chief Administrative Officer (January 1 – May 1)

    Mr. Kimble, Former Chief Financial Officer (January 1 – March 16), Vice Chairman and Chief Administrative Officer (January 1 – May 1) Mr. Kimble served as Key’s Chief Financial Officer until March 16, when he was succeeded in that office by Clark Khayat. From March 16 until his retirement on May 1, 2023, Mr. Kimble served as Vice Chairman and Chief Administrative Officer. To reflect the portion of 2023 during which Mr. Kimble was employed by Key, the Compensation Committee awarded him a short-term incentive of $433,333, representing 70% of his prorated short-term incentive target.

  93. Payout of 2021 Performance Awards

    Payout of 2021 Performance Awards In February 2021, each NEO received an award of performance shares as part of their long-term incentive opportunity. The NEOs could earn between 0% and 150% of the performance shares granted based on the achievement of our 2021 long-term incentive plan. On February 16, 2024, the Compensation Committee approved a final performance level for our 2021 long-term incentive plan of 85.8%, as described below.

  94. Payout of 2021 Performance Awards

    | 2021-2023 Long-Term Incentive Plan | | | | | | | | | | Performance Required for Payout | | | | | | Performance Goals (1) | Weight | Min. | Target | Max. | Actual Result | Final Funding | | Return on Tangible Common Equity vs. Peer Group | 50% | 25% ile | 50% ile | 75% ile | 36% | 36.4% | | Cumulative Earnings Per Share | 50% | $3.77 | $5.02 | $6.28 | $5.75 | 64.4% | | Calculated Performance | | | | | | 100.8% | | TSR vs. Peers Modifier | | | | | | -15% | | Committee Approved Performance | | | | | | 85.8% |

  95. Payout of 2021 Performance Awards

    | | 37 |

  96. Payout of 2021 Performance Awards

    | (1) EPS and ROTCE actual results are based on continuing operations and exclude notable items, as described below under the heading “Definitions of Certain Financial Goals” on page 42 of this proxy statement. |

  97. Payout of 2021 Performance Awards

    | TSR vs Peers Modifier: | | | Percentile Rank | Payout Adjustment | | <25% ile | -15% | | 25% ile to 75% ile | No Adjustment | | >75% ile | +15% |

  98. Payout of 2021 Performance Awards

    Our Total Shareholder Return vs. Peer Group for the 2021 long-term incentive plan was in the 18th percentile. As a result, there was a 15% negative adjustment to the final funding rate of the 2021 long-term incentive plan, decreasing funding from 100.8% to 85.8%. Performance of our 2021 long-term incentive plan was driven by above-target EPS performance, balanced with below-target ROTCE vs. Peers performance. Before approving this final performance level, the Compensation Committee considered our ERM Dashboard and our execution against strategic priorities and, based on this review, concluded that no reduction in calculated performance was warranted.

  99. Retirement Programs

    NEOs are also eligible to participate in our non-qualified Long-Term Incentive Deferral Plan, which provides select executives (including NEOs) the ability to defer receipt of a portion of their annual performance award grant beyond the original vesting date to a date not sooner than their termination date.

  100. Separation Pay

    Separation Pay We maintain the KeyCorp Separation Pay Plan, which generally covers all employees, including our NEOs, and provides separation pay upon termination as a result of a reduction in staff. The amount of separation pay provided under the KeyCorp Separation Pay Plan may not exceed 52 weeks of separation pay, capped at an amount equal to two times the limit in effect under Section 401(a)(17) of the Internal Revenue Code for the year of separation (that cap was $660,000 in 2023). In addition, in the event of a termination of employment in connection with which we enter into a separation agreement with an executive officer (which we refer to as a “Termination Under Limited Circumstances”), our executive officers, including our NEOs, would be eligible to receive a similar separation pay benefit of up to 52 weeks of severance pay, and such other payments and benefits as may be negotiated at the time of separation and set out in the separation agreement. Our separation practices for executive officers are described in the Potential Payments Upon Termination or Change of Control table on pages 55 and 56 of this proxy statement.

  101. Change of Control Agreements

    Change of Control Agreements We have entered into a Change of Control Agreement with each NEO. We use Change of Control Agreements to help attract and retain executive talent. The Compensation Committee and the Board each believes that it is in the best interests of shareholders to ensure that our NEOs are able to evaluate objectively the merits of a potential transaction without being distracted by its potential impact on their personal employment situations. Most companies in our Peer Group maintain similar change of control arrangements for their executive officers. Our Change of Control Agreements are described in the Potential Payments Upon Termination or Change of Control table on pages 55 and 56 of this proxy statement.

  102. How We Set Target Total Pay

    | • | The level of pay for similar roles in our industry and among our Peer Group; |

  103. Peer Group

    Peer Group In setting compensation for our NEOs, the Compensation Committee examines the compensation data of our peer companies provided by Compensation Advisory Partners (“CAP”), an independent executive compensation advisory firm retained by the Compensation Committee, to better understand whether our pay practices remain appropriate when measured against the competitive landscape. While this market data is useful, the Compensation Committee does not rely only on this data for targeting compensation levels, but uses it as a basis for validating relative competitive pay for our NEOs. The Compensation Committee also considers market conditions, promotions, individual performance, survey data, and other relevant circumstances as it determines our NEOs’ compensation levels. For 2023, the Compensation Committee decided to continue to use the same Peer Group as 2022. This Peer Group was identified based on a multi-dimensional review that occurs annually, focusing on regional bank peers and considering factors such as the regulatory environment and expectations, as well as relative asset size, revenue, and market capitalization.

  104. Peer Group

    | | 39 |

  105. Peer Group

    The Peer Group listed below is the group of regional banks against which we can compare our financial performance for purposes of our annual and long-term incentives and is the primary group we look to for insights on pay practices of relatively similar institutions. Differences in business model and focus areas for each member of the Peer Group may cause challenges in making comparisons among members of the Peer Group. For example, Key’s distinctive commercial and investment banking capabilities focused on middle-market clients often lead Key to compete with large universal banks and boutique investment firms rather than the peers identified below. In addition, our commercial and investment banks often compete on a national scale, and leaders of those lines of business are aligned with higher relative pay expectations as a result of our need to attract and retain top talent in these areas. The companies in our Peer Group maintain a strong brand and reputation and actively compete with us for executive talent. The companies in our 2023 Peer Group are listed below in alphabetical order.

  106. Peer Group

    | • | Citizens Financial Group, Inc. |

  107. Peer Group

    | • | Comerica Incorporated |

  108. Peer Group

    | • | Fifth Third Bancorp |

  109. Peer Group

    | • | Huntington Bancshares Incorporated |

  110. Peer Group

    | • | M&T Bank Corporation |

  111. Peer Group

    | • | The PNC Financial Services Group, Inc. |

  112. Peer Group

    | • | Regions Financial Corporation |

  113. Peer Group

    | • | Truist Financial Corporation |

  114. Peer Group

    | • | U.S. Bancorp |

  115. Peer Group

    | • | Zions Bancorporation |

  116. Peer Group

    As of December 31, 2023, the average asset size, full year revenue, and market capitalization of the Peer Group compared to our asset size, total revenue, and market capitalization is set forth in the table below:

  117. Compensation Consultant

    Compensation Consultant As noted above, the Compensation Committee has retained the services of CAP. At the Compensation Committee’s request, CAP provides information on current trends in compensation design and emerging compensation practices. CAP also provides the Compensation Committee with an annual review and analysis of the compensation programs of our Peer Group, which it updates during the latter half of the year to determine whether the compensation targets of our NEOs remain competitive. CAP reports directly to, and serves at the sole pleasure of, the Compensation Committee. CAP provided no services to us other than the executive compensation consulting services that were requested by the Compensation Committee.

  118. Compensation Consultant

    | 40 | |

  119. Compensation Consultant

    As part of its annual evaluation of its advisors, the Compensation Committee solicited information from CAP regarding any actual or perceived conflicts of interest and to evaluate its independence. Based on the information received from CAP, the Compensation Committee believes that the work CAP performed in 2023 did not raise a conflict of interest and that CAP is independent.

  120. Definitions of Certain Financial Goals

    | • | Total Shareholder Return: For purposes of our performance share awards, this measure is based on the average closing share price over the last 20 trading days in the base year (i.e., for performance shares awarded in 2021, the last 20 trading days of 2020) versus average closing share price in the last 20 days in year three, plus investment of dividends paid during the measurement period. |

  121. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth the compensation paid to, awarded to, or earned by the Named Executive Officers with respect to the years ended December 31, 2023, 2022, and 2021, to the extent applicable.

  122. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($) (See chart below)(5) | Total ($) | | Christopher M. Gorman Chairman and CEO | 2023 | 1,200,000 | — | 6,299,986 | 699,997 | 1,890,000 | 27,606 | 151,129 | 10,268,718 | | | 2022 | 1,150,000 | — | 6,479,961 | 719,997 | 2,025,000 | 14,895 | 73,774 | 10,463,627 | | | 2021 | 1,000,000 | — | 3,869,989 | 429,997 | 3,300,000 | 15,862 | 37,636 | 8,653,484 | | Clark Khayat CFO | 2023 | 600,000 | — | 1,079,965 | 119,997 | 825,000 | — | 22,500 | 2,647,462 | | Andrew J. “Randy” Paine III Head of Institutional Bank | 2023 | 600,000 | — | 2,159,948 | 239,998 | 1,425,000 | 21,208 | 22,500 | 4,468,654 | | | 2022 | 600,000 | — | 2,249,972 | 249,997 | 1,425,000 | 10,389 | 18,300 | 4,553,658 | | | 2021 | 600,000 | — | 2,159,963 | 239,997 | 1,200,000 | 12,186 | 20,300 | 5,232,446 | | Angela G. Mago CHRO | 2023 | 600,000 | — | 1,710,000 | 189,999 | 1,125,000 | 14,327 | 22,500 | 3,661,826 | | | 2022 | 600,000 | — | 1,709,982 | 189,994 | 1,125,000 | 2,066 | 18,300 | 3,645,342 | | | 2021 | 600,000 | — | 1,349,985 | 149,998 | 1,900,000 | 8,232 | 20,300 | 4,028,515 | | Amy G. Brady Chief Information Officer | 2023 | 700,000 | — | 1,349,980 | 149,996 | 910,000 | — | 22,500 | 3,132,476 | | | 2022 | 700,000 | — | 1,349,963 | 149,997 | 975,000 | — | 18,300 | 3,193,260 | | | 2021 | 700,000 | — | 1,349,985 | 149,998 | 1,450,000 | — | 20,300 | 3,670,283 | | Donald R. Kimble Former CFO, CAO and Vice Chair | 2023 | 319,070 | — | 2,551,356 | — | 443,333 | — | 22,500 | 3,336,259 | | | 2022 | 800,000 | — | 2,159,961 | 239,997 | 2,262,500 | — | 18,300 | 5,480,758 | | | 2021 | 800,000 | — | 2,569,968 | 229,999 | 2,400,000 | — | 20,300 | 6,020,267 |

  123. 2023 Summary Compensation Table

    | (1) Amounts reported as “Stock Awards” reflect the grant date fair value of stock awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (FASB ASC Topic 718). See Note 17 to the Consolidated Financial Statements contained in our 2023 Annual Report for an explanation of the assumptions made in valuing these awards. |

  124. 2023 Summary Compensation Table

    | On February 17, 2023, Mss. Brady and Mago and Messrs. Gorman, Khayat and Paine received stock awards consisting of a target number of cash performance shares and restricted stock units representing 60% and 30%, respectively, of each executive’s long-term incentive opportunity for the 2023 annual grant cycle. On February 17, 2023, Mr. Kimble was awarded a total incentive of $4,525,000 for the 2022 performance year, 50% of which ($2,262,500) was subject to mandatory deferral and delivered in the form of restricted stock units subject to a 4-year ratable vesting schedule. In connection with Mr. Kimble’s retirement, the Compensation Committee credited Mr. Kimble with one additional month of service under the equity plan, entitling Mr. Kimble to continued equity vesting (without proration) under the terms of our equity plan and the award agreements for his outstanding equity awards, which was treated as a modification of Mr. Kimble’s outstanding equity awards for financial accounting purposes. Accordingly, the amount reported in this column for Mr. Kimble includes both the grant date fair value of the restricted stock units granted to him during 2023 and the incremental fair value, as of the modification date, resulting from the modification of his outstanding equity awards, which was determined, in accordance with FASB ASC Topic 718 to be $288,860. The target number of cash performance shares and/or restricted stock units, as applicable, awarded to a Named Executive Officer was determined by dividing the dollar amount of the Named Executive Officer’s cash performance share and/or restricted stock unit awards, as applicable, by the grant date closing price of our common shares (rounded down to the nearest whole share). On February 17, 2023, the closing price of our common shares was $19.15. |

  125. 2023 Summary Compensation Table

    | | 45 |

  126. 2023 Summary Compensation Table

    | If our performance during the measurement period resulted in the maximum number of 2023 cash performance shares vesting, our executives would be entitled to a maximum performance share award with a grant date fair value of the maximum award set forth in the following table. |

  127. 2023 Summary Compensation Table

    | Named Executive Officer | Grant Date Fair Value of Performance Shares at Maximum Award ($) | | Christopher M. Gorman | $6,299,996 | | Clark Khayat | $1,079,975 | | Andrew J. “Randy” Paine III | $2,159,948 | | Angela G. Mago | $1,710,000 | | Amy G. Brady | $1,349,990 | | Donald R. Kimble | — |

  128. 2023 Summary Compensation Table

    | Additional information about the stock awards granted to our Named Executive Officers in 2023 can be found in the 2023 Grants of Plan-Based Awards Table on page 47 of this proxy statement. |

  129. 2023 Summary Compensation Table

    | (2) Amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of options calculated in accordance with FASB ASC Topic 718. On February 17, 2023, each Named Executive Officer (other than Mr. Kimble) received a long-term incentive award consisting, in part, of an award of nonqualified stock options. The exercise price per share of each option award granted on that date is 110% of the closing price of our common shares on February 17, 2023, the date of grant. See Note 17 to the Consolidated Financial Statements contained in our 2023 Annual Report for an explanation of the assumptions made in valuing stock options granted to our Named Executive Officers in 2023. |

  130. 2023 Summary Compensation Table

    | (3) Amounts reported as “Non-Equity Incentive Plan Compensation” reflect annual incentives earned by each Named Executive Officer for the applicable year and paid in the immediately following year. Mr. Kimble received a prorated annual incentive in respect of his service during 2023 until his retirement on May 1, 2023. The amount received by Mr. Kimble was based on both Key’s and his performance in 2023. |

  131. 2023 Summary Compensation Table

    | (4) Amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the interest credits allocated to Ms. Mago and Messrs. Gorman and Paine under the frozen Consolidated Cash Balance Pension Plan and Second Excess Cash Balance Pension Plan. We froze our pension benefits for all employees, including the Named Executive Officers, effective December 31, 2009, as described in the narrative to the 2023 Pension Benefits Table beginning on page 52 of this proxy statement. No above market or preferential earnings were paid to any Named Executive Officer on nonqualified deferred compensation. |

  132. 2023 Summary Compensation Table

    | (5) The following table sets forth detail about the amounts reported in the “All Other Compensation” column. |

  133. 2023 Summary Compensation Table

    | Name | Executive Physical ($)(a) | Executive Security ($)(b) | Transportation ($)(c) | Insurance Policy ($)(d) | Matching Contribution ($)(e) | Total ($) | | Christopher M. Gorman | 2,352 | 5,290 | 120,782 | 205 | 22,500 | 151,129 | | Clark Khayat | — | — | — | — | 22,500 | 22,500 | | Andrew J. “Randy” Paine III | — | — | — | — | 22,500 | 22,500 | | Angela G. Mago | — | — | — | — | 22,500 | 22,500 | | Amy G. Brady | — | — | — | — | 22,500 | 22,500 | | Donald R. Kimble | — | — | — | — | 22,500 | 22,500 |

  134. 2023 Summary Compensation Table

    | (a) The maximum benefit utilized by any Named Executive Officer was $2,352. For privacy reasons, this amount is shown for Mr. Gorman, regardless of actual usage. |

  135. 2023 Summary Compensation Table

    | (b) Based on the recommendations of an independent security study, the Compensation Committee approved a comprehensive security program for Mr. Gorman and select executives. Under this program, we pay for certain security upgrades and ongoing monitoring. |

  136. 2023 Summary Compensation Table

    | (c) The Compensation Committee has authorized Mr. Gorman’s personal use of Key’s corporate aircraft in order to ensure Mr. Gorman’s availability to Key and for Mr. Gorman’s safety and security, up to an annual limit of $125,000. This column reflects $119,484 in value attributable to Mr. Gorman’s personal use of Key’s aircraft during 2023. For aircraft use, the value reported reflects the incremental cost to Key, determined based on Key’s variable costs, including charges accrued on each leg of a trip and expenses incurred by the crew. The Compensation Committee has also authorized, and in some instances required, Mr. Gorman to use a secure automobile and professionally trained driver for business travel. Mr. Gorman does not use the car or driver for personal travel; however, some use of the car and driver occurring adjacent to business use is being reported as a perquisite. This column reflects $1,298 in value attributable to Mr. Gorman’s use of Key’s car and driver during 2023. For vehicle use, the value reflects the incremental cost to Key, determined based on factors including driver compensation, mileage, driver’s time spent, and any business adjacent use. |

  137. 2023 Summary Compensation Table

    | 46 | |

  138. 2023 Summary Compensation Table

    | (d) The amount in this column reflects the premium cost of a disability insurance policy for Mr. Gorman, which was purchased for Mr. Gorman prior to his becoming an executive officer at Key. |

  139. 2023 Summary Compensation Table

    | (e) The amounts in this column consist of Company matching contributions to the qualified 401(k) Savings Plan. For more information about this plan, see page 38 of this proxy statement. |

  140. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table

  141. 2023 Grants of Plan-Based Awards Table

    | | Grant Date | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards (# of Shares or Units)(3) | All Other Option Awards (# of Shares Underlying Options)(4) | Exercise or Base Price of Option Awards ($/Sh)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Name | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Christopher M. Gorman | | 1,350,000 | 2,700,000 | 5,400,000 | — | — | — | — | — | — | — | | | 2/17/23 | — | — | — | 109,660 | 219,321 | 328,981 | — | — | — | 4,199,997 | | | 2/17/23 | — | — | — | — | — | — | — | 165,484 | 21.07 | 699,997 | | | 2/17/23 | — | — | — | — | — | — | 109,660 | — | — | 2,099,989 | | Clark Khayat | | 550,000 | 1,100,000 | 2,200,000 | — | — | — | — | — | — | — | | | 2/17/23 | — | — | — | 18,798 | 37,597 | 56,395 | — | — | — | 719,983 | | | 2/17/23 | — | — | — | — | — | — | — | 28,368 | 21.07 | 119,997 | | | 2/17/23 | | | | | | | 18,798 | | | 359,982 | | Andrew J. “Randy” Paine III | | 950,000 | 1,900,000 | 3,800,000 | — | — | — | — | — | — | — | | | 2/17/23 | — | — | — | 37,597 | 75,194 | 112,791 | — | — | — | 1,439,965 | | | 2/17/23 | — | — | — | — | — | — | — | 56,737 | 21.07 | 239,998 | | | 2/17/23 | — | — | — | — | — | — | 37,597 | — | — | 719,983 | | Angela G. Mago | | 750,000 | 1,500,000 | 3,000,000 | — | — | — | — | — | — | — | | | 2/17/23 | — | — | — | 29,765 | 59,530 | 89,295 | — | — | — | 1,140,000 | | | 2/17/23 | — | — | — | — | — | — | — | 44,917 | 21.07 | 189,999 | | | 2/17/23 | — | — | — | — | — | — | 29,765 | — | — | 570,000 | | Amy G. Brady | | 650,000 | 1,300,000 | 2,600,000 | — | — | — | — | — | — | — | | | 2/17/23 | — | — | — | 23,498 | 46,997 | 70,495 | — | — | — | 899,993 | | | 2/17/23 | — | — | — | — | — | — | — | 35,460 | 21.07 | 149,996 | | | 2/17/23 | — | — | — | — | — | — | 23,498 | — | — | 449,987 | | Donald R. Kimble | | 316,666 | 633,333 | 1,266,666 | — | — | — | — | — | — | — | | | 2/17/23 | — | — | — | — | — | — | — | — | — | — | | | 2/17/23 | — | — | — | — | — | — | — | — | — | — | | | 2/17/23 | — | — | — | — | — | — | 118,146 | — | — | 2,262,496 | | | 5/1/23 | — | — | — | — | — | — | — | — | — | 288,860(7) |

  142. 2023 Grants of Plan-Based Awards Table

    | (1) Amounts reported as “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” reflect the threshold (50% of target), target, and maximum (200% of target) individual annual incentive opportunity granted to each of the Named Executive Officers for the one-year performance period ended December 31, 2023. The maximum individual opportunity that any Named Executive Officer can earn is different than the maximum funding level of our Annual Incentive Plan described in the “Compensation Discussion and Analysis” section of this proxy statement. Actual annual incentive payments (including the prorated annual incentive received by Mr. Kimble) are reflected in “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table on page 45 of this proxy statement. |

  143. 2023 Grants of Plan-Based Awards Table

    | (2) Amounts reported in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column reflect the threshold (50% of target), target, and maximum (150% of target) long-term incentive awards in the form of cash performance shares that each Named Executive Officer (other than Mr. Kimble) could earn for the three-year performance period beginning on January 1, 2023, and ending December 31, 2025. Our performance share awards are discussed in the “Compensation Discussion and Analysis” section of this proxy statement. The dollar value awarded to each of the Named Executive Officers (other than Mr. Kimble) as cash performance shares was converted into a book entry target number of phantom shares that track our stock price and pay out in the form of cash. The price at which the cash performance shares were converted into phantom shares was based on the $19.15 closing price of our common shares on February 17, 2023, the grant date. Please see footnote 1 to the 2023 Summary Compensation Table for a discussion of how we arrive at the grant date fair value. All performance shares earn dividend equivalents on the target number of shares, which are reinvested and subject to the same terms and restrictions otherwise applicable to the underlying performance shares. |

  144. 2023 Grants of Plan-Based Awards Table

    | (3) Amounts reported in the “All Other Stock Awards” column are the number of restricted stock units granted to each of the Named Executive Officers during 2023. The restricted stock units granted on February 17, 2023 (including the restricted stock units granted on that date to Mr. Kimble) vest in four equal annual installments following the grant date. |

  145. 2023 Grants of Plan-Based Awards Table

    | (4) Amounts reported in the “All Other Option Awards” column are the number of KeyCorp common shares underlying the stock options granted to each of the Named Executive Officers (other than Mr. Kimble) on February 17, 2023. Stock options granted in 2023 generally vest in four equal annual installments following the grant date. |

  146. 2023 Grants of Plan-Based Awards Table

    | (5) We set the exercise price of all stock options using 110% of the $19.15 closing price of our common shares on February 17, 2023, the grant date. Please see footnote 2 to the 2023 Summary Compensation Table for a discussion of how we arrive at the grant date fair value. The Compensation Committee does not reprice options. We have not and will not back-date options, nor do we provide loans to employees in order to exercise options. |

  147. 2023 Grants of Plan-Based Awards Table

    | | 47 |

  148. 2023 Grants of Plan-Based Awards Table

    | (6) Amounts reported in the “Grant Date Fair Value of Stock and Options Awards” column represent the aggregate grant date fair value of equity awards granted during the respective year. The accounting assumptions used in calculating the grant date fair value for the equity awards are described in Note 17 to the Consolidated Financial Statements contained in our 2023 Annual Report. |

  149. 2023 Grants of Plan-Based Awards Table

    | (7) In connection with his retirement, the Compensation Committee credited Mr. Kimble with one additional month of service under the equity plan, entitling Mr. Kimble to continued equity vesting (without proration) under the terms of our equity plan and the award agreements for his outstanding equity awards, which was treated as a modification of those equity awards for financial accounting purposes. Accordingly, the amount reported here reflects the incremental fair value, as of the modification date, resulting from the modification of Mr. Kimble’s outstanding equity awards in connection with his retirement, determined as of the modification date in accordance with FASB ASC Topic 718. |

  150. 2023 Grants of Plan-Based Awards Table

    The impact of terminations and a change of control on the awards reported in the Grants of Plan-Based Awards Table is shown in more detail in the Potential Payments Upon Termination or Change of Control table on pages 55 and 56 of this proxy statement.

  151. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information for each Named Executive Officer with respect to (i) each stock option that had not been exercised and remained outstanding as of December 31, 2023, (ii) each award of restricted stock units that had not vested and remained outstanding as of December 31, 2023, and (iii) each award of performance shares or cash performance shares that had not vested and remained outstanding as of December 31, 2023.

  152. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Christopher M. Gorman | 2/17/2014 | 38,022 | — | 12.92 | 2/17/2024 | — | — | — | — | | | 2/16/2015 | 57,736 | — | 14.11 | 2/16/2025 | — | — | — | — | | | 2/15/2016 | 112,149 | — | 10.49 | 2/15/2026 | — | — | — | — | | | 2/20/2017 | 52,173 | — | 18.96 | 2/20/2027 | — | — | — | — | | | 2/19/2018 | 50,781 | — | 21.02 | 2/19/2028 | — | — | — | — | | | 2/18/2019 | 91,205 | — | 17.51 | 2/18/2029 | — | — | — | — | | | 2/24/2020 | 81,081 | 27,027 | 18.98 | 2/24/2030 | — | | | | | | 2/15/2021 | 63,610 | 63,608 | 20.98 | 2/15/2031 | | | | | | | 2/14/2022 | 31,142 | 93,425 | 28.50 | 2/14/2032 | | | | | | | 2/17/2023 | — | 165,484 | 21.07 | 2/17/2033 | | | | | | | Aggregate non- option awards | — | — | — | — | 381,302 | 5,490,751 | 421,273 | 6,066,325 | | Clark Khayat | 2/18/2019 | 22,801 | — | 17.51 | 2/18/2029 | — | — | — | — | | | 2/24/2020 | 17,736 | 5,912 | 18.98 | 2/24/2030 | — | — | — | — | | | 2/15/2021 | 13,314 | 13,313 | 20.98 | 2/15/2031 | — | — | — | — | | | 2/14/2022 | 4,326 | 12,975 | 28.50 | 2/14/2032 | — | — | — | — | | | 2/17/2023 | — | 28,368 | 21.07 | 2/17/2033 | — | — | — | — | | | Aggregate non- option awards | — | — | — | — | 96,355 | 1,387,510 | 66,156 | 952,639 | | Andrew J. “Randy” Paine III | 2/17/2014 | 13,307 | — | 12.92 | 2/17/2024 | — | — | — | — | | | 2/16/2015 | 21,362 | — | 14.11 | 2/16/2025 | — | — | — | — | | | 2/15/2016 | 89,953 | — | 10.49 | 2/15/2026 | — | — | — | — | | | 2/20/2017 | 39,130 | — | 18.96 | 2/20/2027 | — | — | — | — | | | 2/19/2018 | 37,109 | — | 21.02 | 2/19/2028 | — | — | — | — | | | 2/18/2019 | 65,146 | — | 17.51 | 2/18/2029 | — | — | — | — | | | 2/24/2020 | 58,277 | 19,425 | 18.98 | 2/24/2030 | | | | | | | 2/15/2021 | 35,503 | 35,502 | 20.98 | 2/15/2031 | | | | | | | 2/14/2022 | 10,813 | 32,439 | 28.50 | 2/14/3032 | | | | | | | 2/17/2023 | — | 56,737 | 21.07 | 2/17/2033 | | | | | | | Aggregate non- option awards | — | — | — | — | 176,097 | 2,535,793 | 145,247 | 2,091,559 |

  153. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | 48 | |

  154. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Angela G. Mago | 2/17/2014 | 3,612 | — | 12.92 | 2/17/2024 | — | — | — | — | | | 2/16/2015 | 15,011 | — | 14.11 | 2/16/2025 | — | — | — | — | | | 2/15/2016 | 62,850 | — | 10.49 | 2/15/2026 | — | — | — | — | | | 2/20/2017 | 22,826 | — | 18.96 | 2/20/2027 | — | — | — | — | | | 2/19/2018 | 22,460 | — | 21.02 | 2/19/2028 | — | — | — | — | | | 2/18/2019 | 44,788 | — | 17.51 | 2/18/2029 | — | — | — | — | | | 2/24/2020 | 40,541 | 13,513 | 18.98 | 2/24/2030 | | | | | | | 2/15/2021 | 22,190 | 22,188 | 20.98 | 2/15/2031 | | | | | | | 2/14/2022 | 8,218 | 24,653 | 28.50 | 2/14/2032 | | | | | | | 2/17/2023 | — | 44,917 | 21.07 | 2/17/2033 | | | | | | | Aggregate non- option awards | — | — | — | — | 121,094 | 1,743,757 | 112,941 | 1,626,345 | | Amy G. Brady | 2/16/2015 | 13,856 | — | 14.11 | 2/16/2025 | — | — | — | — | | | 2/20/2017 | 14,130 | — | 18.96 | 2/20/2027 | — | — | — | — | | | 2/19/2018 | 19,531 | — | 21.02 | 2/19/2028 | — | — | — | — | | | 2/18/2019 | 45,602 | — | 17.51 | 2/18/2029 | — | — | — | — | | | 2/24/2020 | 35,473 | 11,824 | 18.98 | 2/24/2030 | | | | | | | 2/15/2021 | 22,190 | 22,188 | 20.98 | 2/15/2031 | | | | | | | 2/14/2022 | 6,488 | 19,463 | 28.50 | 2/14/2032 | | | | | | | 2/17/2023 | — | 35,460 | 21.07 | 2/17/2033 | | | | | | | Aggregate non- option awards | — | — | — | — | 109,212 | 1,572,654 | 89,163 | 1,283,947 | | Donald R. Kimble | 2/17/2014 | 22,813 | — | 12.92 | 2/17/2024 | — | — | — | — | | | 2/16/2015 | 30,023 | — | 14.11 | 2/16/2025 | — | — | — | — | | | 2/15/2016 | 70,093 | — | 10.49 | 2/15/2026 | — | — | — | — | | | 2/20/2017 | 32,608 | — | 18.96 | 2/20/2027 | — | — | — | — | | | 2/19/2018 | 30,273 | — | 21.02 | 2/19/2028 | — | — | — | — | | | 2/18/2019 | 58,631 | — | 17.51 | 2/18/2029 | — | — | — | — | | | 2/24/2020 | 55,743 | 18,581 | 18.98 | 2/24/2030 | | | | | | | 2/15/2021 | 34,024 | 34,023 | 20.98 | 2/15/2031 | | | | | | | 2/14/2022 | 10,381 | 31,141 | 28.50 | 2/14/2032 | | | | | | | Aggregate non- option awards | — | — | — | — | 287,076 | 4,133,888 | 62,095 | 894,171 |

  155. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) This column shows the number of common shares underlying outstanding stock options that have vested but have not yet been exercised as of December 31, 2023. |

  156. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) This column shows the number of common shares underlying outstanding stock options that have not vested as of December 31, 2023. The remaining vesting dates are shown in the following table. All options described below vest in four equal annual installments from the grant date. |

  157. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Options Outstanding | Remaining Vesting Dates | | Christopher M. Gorman | 2/24/2020 | 27,027 | 2/24/2024 | | | 2/15/2021 | 63,608 | 2/17/2024, 2/17/2025 | | | 2/14/2022 | 93,425 | 2/17/2024, 2/17/2025, 2/17/2026 | | | 2/17/2023 | 165,484 | 2/17/2024, 2/17/2025, 2/17/2026, 2/17/2027 | | Clark Khayat | 2/24/2020 | 5,912 | 2/24/2024 | | | 2/15/2021 | 13,313 | 2/17/2024, 2/17/2025 | | | 2/14/2022 | 12,975 | 2/17/2024, 2/17/2025, 2/17/2026 | | | 2/17/2023 | 28,368 | 2/17/2024, 2/17/2025, 2/17/2026, 2/17/2027 | | Andrew J. “Randy” Paine III | 2/24/2020 | 19,425 | 2/24/2024 | | | 2/15/2021 | 35,502 | 2/17/2024, 2/17/2025 | | | 2/14/2022 | 32,439 | 2/17/2024, 2/17/2025, 2/17/2026 | | | 2/17/2023 | 56,737 | 2/17/2024, 2/17/2025, 2/17/2026, 2/17/2027 |

  158. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | | 49 |

  159. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Options Outstanding | Remaining Vesting Dates | | Angela G. Mago | 2/24/2020 | 13,513 | 2/24/2024 | | | 2/15/2021 | 22,188 | 2/17/2024, 2/17/2025 | | | 2/14/2022 | 24,653 | 2/17/2024, 2/17/2025, 2/17/2026 | | | 2/17/2023 | 44,917 | 2/17/2024, 2/17/2025, 2/17/2026, 2/17/2027 | | Amy G. Brady | 2/24/2020 | 11,824 | 2/24/2024 | | | 2/15/2021 | 22,188 | 2/17/2024, 2/17/2025 | | | 2/14/2022 | 19,463 | 2/17/2024, 2/17/2025, 2/17/2026 | | | 2/17/2023 | 35,460 | 2/17/2024, 2/17/2025, 2/17/2026, 2/17/2027 | | Donald R. Kimble | 2/24/2020 | 18,581 | 2/24/2024 | | | 2/15/2021 | 34,023 | 2/17/2024, 2/17/2025 | | | 2/14/2022 | 31,141 | 2/17/2024, 2/17/2025, 2/17/2026 |

  160. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) This column shows the exercise price for each stock option reported in the table, which was at least 100% of the fair market value of our common shares on the grant date (or 110%, for stock options granted in 2021 and thereafter). |

  161. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) This column shows the aggregate number of restricted stock units outstanding as of December 31, 2023, and the number of 2021 performance shares or cash performance shares earned based on performance of 85.8% through December 31, 2023, that remain outstanding as of that date. The remaining vesting dates are shown in the following table. All awards described below vest in four equal annual installments from the grant date, unless otherwise noted under “Vesting Schedules.” |

  162. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Shares or Units Outstanding | Remaining Vesting Dates | Vesting Schedules | | Christopher M. Gorman | 2/24/2020 | 20,591 | 2/24/2024 | | | | 2/15/2021 | 134,247 | 2/17/2024 | Performance shares vest in full on 2/17/2024. | | | 2/15/2021 | 39,115 | 2/17/2024, 2/17/2025 | | | | 2/14/2022 | 69,857 | 2/17/2024, 2/17/2025, 2/17/2026 | | | | 2/17/2023 | 117,492 | 2/17/2024, 2/17/2025, 2/17/2026, 2/17/2027 | | | Clark Khayat | 2/24/2020 | 4,504 | 2/24/2024 | | | | 2/15/2021 | 28,098 | 2/17/2024 | Performance shares vest in full on 2/17/2024. | | | 2/15/2021 | 8,186 | 2/17/2024, 2/17/2025 | | | | 5/12/2021 | 25,725 | 5/12/2024 | 100% vests 3 years from grant date. | | | 2/14/2022 | 9,702 | 2/17/2024, 2/17/2025, 2/17/2026 | | | | 2/17/2023 | 20,141 | 2/17/2024, 2/17/2025, 2/17/2026, 2/17/2027 | | | Andrew J. “Randy” Paine III | 2/24/2020 | 14,800 | 2/24/2024 | | | | 2/15/2021 | 74,927 | 2/17/2024 | Performance shares vest in full on 2/17/2024. | | | 2/15/2021 | 21,831 | 2/17/2024, 2/17/2025 | | | | 2/14/2022 | 24,256 | 2/17/2024, 2/17/2025, 2/17/2026 | | | | 2/17/2023 | 40,282 | 2/17/2024, 2/17/2025, 2/17/2026, 2/17/2027 | | | Angela G. Mago | 2/24/2020 | 10,295 | 2/24/2024 | | | | 2/25/2021 | 46,830 | 2/17/2024 | Performance shares vest in full on 2/17/2024. | | | 2/15/2021 | 13,644 | 2/17/2024, 2/17/2025 | | | | 2/14/2022 | 18,434 | 2/17/2024, 2/17/2025, 2/17/2026 | | | | 2/17/2023 | 31,891 | 2/17/2024, 2/17/2025, 2/17/2026, 2/17/2027 | | | Amy G. Brady | 2/24/2020 | 9,009 | 2/24/2024 | | | | 2/15/2021 | 46,830 | 2/17/2024 | Performance shares vest in full on 2/17/2024. | | | 2/15/2021 | 13,644 | 2/17/2024, 2/17/2025 | | | | 2/14/2022 | 14,553 | 2/17/2024, 2/17/2025, 2/17/2026 | | | | 2/15/2023 | 25,167 | 2/17/2024, 2/17/2025, 2/17/2026, 2/17/2027 | | | Donald R. Kimble | 2/24/2020 | 14,157 | 2/24/2024 | | | | 2/15/2021 | 71,806 | 2/17/2024 | Performance shares vest in full on 2/17/2024. | | | 2/15/2021 | 30,322 | 2/17/2024 | 100% vests on 2/17/2024, subject to performance. | | | 2/15/2021 | 20,921 | 2/17/2024, 2/17/2025 | | | | 2/14/2022 | 23,286 | 2/17/2024, 2/17/2025, 2/17/2026 | | | | 2/17/2023 | 126,584 | 2/17/2024, 2/17/2025, 2/17/2026, 2/17/2027 | |

  163. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) This column shows the aggregate number of performance shares granted to the NEOs in 2022 and 2023 that were outstanding as of December 31, 2023, with the cash performance shares for 2022 and 2023 shown at the target value of 100%, each based on performance as of December 31, 2023, and the stock-settled performance shares granted to Mr. Kimble in 2021 shown at target. The vesting dates for each award of performance shares (including reinvested dividends) are shown in the following table. All awards described below vest in full after three years from the grant date, unless otherwise noted. |

  164. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | 50 | |

  165. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Shares or Units Outstanding | Remaining Vesting Dates | | Christopher M. Gorman | 2/14/2022 | 186,288 | 2/17/2025 | | | 2/17/2023 | 234,985 | 2/17/2026 | | Clark Khayat | 2/14/2022 | 25,873 | 2/17/2025 | | | 2/17/2023 | 40,282 | 2/17/2026 | | Andrew J. “Randy” Paine III | 2/14/2022 | 48,512 | 2/17/2025 | | | 2/17/2023 | 60,424 | 2/17/2026 | | | 2/14/2022 | 16,171 | 2/17/2025 | | | 2/17/2023 | 20,141 | 2/17/2026 | | Angela G. Mago | 2/14/2022 | 49,159 | 2/17/2025 | | | 2/17/2023 | 63,782 | 2/17/2026 | | Amy G. Brady | 2/14/2022 | 38,810 | 2/17/2025 | | | 2/17/2023 | 50,353 | 2/17/2026 | | Donald R. Kimble | 2/14/2022 | 62,095 | 2/17/2025 |

  166. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table provides information regarding the exercise of stock options and the vesting of restricted stock units during the year ended December 31, 2023, for the Named Executive Officers.

  167. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Award Vesting Date | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Christopher M. Gorman | — | — | 2/17/2023(2) | 95,510 | 2,045,761 | | | — | — | 2/17/2023(3) | 15,990 | 362,886 | | | — | — | 2/24/2023(4) | 16,860 | 352,097 | | | — | — | 2/17/2023(5) | 16,911 | 349,565 | | | — | — | 2/17/2023(6) | 20,842 | 416,217 | | | | | | 166,113 | 3,526,526 | | Clark Khayat | — | — | 2/17/2023(2) | 20,893 | 447,503 | | | — | — | 2/17/2023(3) | 3,997 | 90,710 | | | — | — | 2/24/2023(4) | 3,688 | 77,019 | | | — | — | 2/17/2023(5) | 3,540 | 73,175 | | | — | — | 2/17/2023(6) | 2,895 | 57,813 | | | | | | 35,013 | 746,220 | | Andrew J. “Randy” Paine III | — | — | 2/17/2023(2) | 50,537 | 1,084,957 | | | — | — | 2/17/2023(3) | 11,422 | 259,217 | | | — | — | 2/24/2023(4) | 12,118 | 253,067 | | | — | — | 2/17/2023(5) | 9,439 | 195,112 | | | — | — | 2/17/2023(6) | 7,237 | 144,524 | | | | | | 90,753 | 1,936,877 | | Angela G. Mago | 5,352 | 56,848 | 2/17/2023(2) | 47,755 | 1,022,871 | | | — | — | 2/17/2023(3) | 7,852 | 178,198 | | | — | — | 2/24/2023(4) | 8,430 | 176,049 | | | — | — | 2/17/2023(5) | 5,899 | 121,937 | | | — | — | 2/17/2023(6) | 5,500 | 109,836 | | | | | | 75,436 | 1,608,891 | | Amy G. Brady | — | — | 2/17/2023(2) | 41,785 | 895,005 | | | — | — | 2/17/2023(3) | 7,995 | 181,443 | | | — | — | 2/24/2023(4) | 7,376 | 154,037 | | | — | — | 2/17/2023(5) | 5,899 | 121,937 | | | — | — | 2/17/2023(6) | 4,342 | 86,710 | | | | | 2/24/2023(7) | 52,687 | 1,100,293 | | | | | | 120,084 | 2,539,425 |

  168. 2023 Option Exercises and Stock Vested Table

    | | 51 |

  169. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Award Vesting Date | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Donald R. Kimble | — | — | 2/17/2023(2) | 65,663 | 1,406,450 | | | — | — | 2/17/2023(3) | 10,279 | 233,277 | | | — | — | 2/24/2023(4) | 11,591 | 242,062 | | | — | — | 2/17/2023(5) | 9,046 | 186,988 | | | — | — | 2/17/2023(6) | 6,947 | 138,732 | | | — | — | 2/17/2023(7) | 26,643 | 575,061 | | | — | — | 12/1/2023(8) | 6,268 | 82,870 | | | — | — | 12/15/2023(9) | 90 | 1,285 | | | | | | 136,527 | 2,866,725 |

  170. 2023 Option Exercises and Stock Vested Table

    | (1) The value realized on exercise of an option award equals the number of shares for which the option was exercised multiplied by the excess of the closing market price of our common stock on the exercise date over the exercise price per share. |

  171. 2023 Option Exercises and Stock Vested Table

    | (2) Mss. Brady, and Mago and Messrs. Kimble, Khayat, Gorman, and Paine each received a grant of performance shares as part of our annual long-term incentive program on February 24, 2020, which were earned based on our performance between 2020 and 2022 and fully vested and were paid in cash on February 17, 2023, except for the awards earned by Mr. Paine, who elected to defer payment a portion of his performance award under the Long-Term Incentive Deferral Plan (see page 54 of this proxy statement). In particular, Mr. Paine elected to defer payment of 20,960 performance shares, with a vesting date value of $401,387. |

  172. 2023 Option Exercises and Stock Vested Table

    | (3) Mss. Brady and Mago and Messrs. Kimble, Khayat, Gorman, and Paine each received a grant of restricted stock units on February 18, 2019, one-quarter of which vested on February 17, 2023. |

  173. 2023 Option Exercises and Stock Vested Table

    | (4) Mss. Brady and Mago and Messrs. Kimble, Khayat, Gorman, and Paine each received a grant of restricted stock units on February 24, 2020, one-quarter of which vested on February 17, 2023. |

  174. 2023 Option Exercises and Stock Vested Table

    | (5) Mss. Brady and Mago and Messrs. Kimble, Khayat, Gorman, and Paine each received a grant of restricted stock units on February 15, 2021, one-quarter of which vested on February 17, 2023. |

  175. 2023 Option Exercises and Stock Vested Table

    | (6) Mss. Brady and Mago and Messrs. Kimble, Khayat, Gorman, and Paine each received a grant of restricted stock units on February 14, 2022, one-quarter of which vested on February 17, 2023. |

  176. 2023 Option Exercises and Stock Vested Table

    | (7) Mr. Kimble received a grant of stock-settled performance awards on February 24, 2020, 100% of which vested on February 17, 2023. Ms. Brady received a retention grant of restricted stock units on 2/24/2020, 100% of which vested on February 24, 2023. |

  177. 2023 Option Exercises and Stock Vested Table

    | (8) Following Mr. Kimble’s May 1, 2023, retirement, he received full distribution on his deferred portion of his February 18, 2019 grant of performance shares. |

  178. 2023 Option Exercises and Stock Vested Table

    | (9) The deferred portion of Mr. Kimble’s 2019 performance award described in footnote 8 was eligible for a dividend announced before the award vested. Mr. Kimble received payment of the dividend attributable to that award on the same date that all other eligible Key shareholders received payment for the dividend. |

  179. 2023 Pension Benefits Table

    2023 Pension Benefits Table The following table presents information about the Named Executive Officers’ participation in KeyCorp’s defined benefit pension plans. Values for participating Named Executive Officers are reported as of December 31, 2023. Named Executive Officers who have not participated in KeyCorp’s defined benefit pension plans are excluded from this table.

  180. 2023 Pension Benefits Table

    | Name | Plan Name | Years of Credited Service (#) | Present Value of Accumulated Benefits ($) | Payments During Last Fiscal Year ($) | | Christopher M. Gorman | Consolidated Cash Balance Pension Plan | 18 | 235,260 | — | | | Second Excess Cash Balance Pension Plan | 18 | 771,517 | — | | Andrew J. “Randy” Paine III | Consolidated Cash Balance Pension Plan | 16 | 235,343 | | | | Second Excess Cash Balance Pension Plan | 16 | 538,111 | — | | Angela G. Mago | Consolidated Cash Balance Pension Plan | 22 | 415,507 | | | | Second Excess Cash Balance Pension Plan | 22 | 106,995 | — |

  181. 2023 Pension Benefits Table

    KeyCorp previously maintained both a qualified Consolidated Cash Balance Pension Plan (the “Pension Plan”) and a nonqualified Second Excess Cash Balance Pension Plan (the “Excess Plan”) in which employees, including Named Executive Officers, could participate. Credited service for Pension Plan and Excess Plan purposes was frozen as of December 31, 2009. Vesting service, however, continues to accrue.

  182. 2023 Pension Benefits Table

    | 52 | |

  183. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table The following table shows the nonqualified deferred compensation activity for the Named Executive Officers for 2023 under our Second Deferred Savings Plan (“SDSP”), its predecessor, the Deferred Savings Plan (“DSP”) and our Long-Term Incentive Deferral Plan. KeyCorp did not make any Company contributions to the SDSP, DSP or Long-Term Incentive Deferral Plan in fiscal 2023 on behalf of any of our Named Executive Officers.

  184. 2023 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($)(1) | KeyCorp Contributions in Last FY ($)(1) | Aggregate Earnings (Losses) in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Christopher M. Gorman – Deferred Savings Plan | — | — | 188,373 | — | 7,844,282 | | Clark Khayat – Deferred Savings Plan | — | — | — | — | — | | Clark Khayat – Second Deferred Savings Plan | — | — | — | — | — | | Andrew J. “Randy” Paine III – Deferred Savings Plan | — | — | 470,983 | — | 3,921,113 | | Andrew J. “Randy” Paine III – Second Deferred Savings Plan | 273,750 | — | 193,826 | — | 1,475,312 | | Andrew J. “Randy” Paine III – Long-Term Incentive Deferral Plan | 401,387 | — | 260,785 | — | 1,021,151 | | Angela G. Mago – Deferred Savings Plan | — | — | 325,609 | — | 1,993,092 | | Angela G. Mago – Second Deferred Savings Plan | 562,500 | — | 271,226 | — | 1,961,522 | | Amy G. Brady – Deferred Savings Plan | — | — | 462,508 | — | 2,307,492 | | Amy G. Brady – Second Deferred Savings Plan | 662,500 | — | 343,313 | — | 2,776,848 | | Donald R. Kimble – Deferred Savings Plan | — | — | 28,173 | 602,878 | 0 | | Donald R. Kimble – Second Deferred Savings Plan | — | — | 30,175 | — | 191,642 | | Donald R. Kimble – Long-Term Incentive Deferral Plan | — | | (209,763) | 85,155 | 739,000 |

  185. 2023 Nonqualified Deferred Compensation Table

    | (1) Executive contributions to the SDSP in the last fiscal year are reflected in the 2023 Summary Compensation Table on page 45 of this proxy statement. KeyCorp did not make any Company contributions to the SDSP, DSP or Long-Term Incentive Deferral Plan in 2023 on behalf of any of our Named Executive Officers. |

  186. 2023 Nonqualified Deferred Compensation Table

    | (2) Aggregate earnings (losses) in the last fiscal year are not reflected in the 2023 Summary Compensation Table on page 45 of this proxy statement because the earnings (losses) were neither preferential nor above-market. |

  187. 2023 Nonqualified Deferred Compensation Table

    | | 53 |

  188. 2023 Nonqualified Deferred Compensation Table

    | (3) The aggregate balances at the last fiscal year-end represent the total ending account balance at December 31, 2023, for each Named Executive Officer under each of the SDSP and the DSP and, where applicable, the Long-Term Incentive Deferral Plan. Mr. Paine elected to defer 25% of his 2020 cash performance share award (otherwise payable in 2023) under the Long-Term Incentive Deferral Plan. The aggregate balances reported for the SDSP and the DSP include the following amounts that previously were reported in the Summary Compensation Table for prior fiscal years: Mr. Gorman’s executive contributions of $2,963,462, and KeyCorp contributions of $563,759; Mr. Kimble’s executive contributions of $427,786, and KeyCorp contributions of $54,900; Mr. Paine’s executive contributions of $1,414,858, and KeyCorp contributions of $40,800; Ms. Mago’s executive contributions of $1,042,500; and Ms. Brady’s executive contributions of $2,918,339, and KeyCorp contributions of $40,500. The aggregate balance reported for the Long-Term Incentive Deferral Plan reflects the following amounts that previously were reported in the Summary Compensation Table for prior fiscal years, which in each case is equal to the aggregate grant date fair value of the portion of the cash performance shares that were granted in such prior fiscal years and that were deferred by the applicable executive under the Long-Term Incentive Deferral Plan: Mr. Paine’s executive contributions of $931,612; and Mr. Kimble’s executive contributions of $1,527,137. |

  189. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table describes the compensation and benefit enhancements that generally would be provided to the Named Executive Officers in various scenarios involving a termination of employment, other than compensation and benefits generally available to all salaried employees. We may also negotiate other benefits in connection with the termination of a Named Executive Officer’s employment. The table describes our 2023 equity grant practices. To the extent relevant, prior practices are described in the footnotes.

  190. Potential Payments Upon Termination or Change of Control

    | Termination Event (1) | Severance Pay | Annual Incentive (2) | Stock Options | Restricted Stock Units (3) | Performance Awards | Nonqualified Pension Benefits (4) | Nonqualified Deferred Compensation (5) | | Death | None | Forfeited unless employed on payment date | Full vesting; all expire at earlier of four years or normal expiration | Full vesting and immediate distribution | Full vesting and immediate distribution at target | Full vesting of unvested balance with five years of service | Full vesting of unvested company contributions | | Disability | None | Forfeited unless employed on payment date | Full vesting; all expire at earlier of five years or normal expiration | Full vesting and immediate distribution | Full vesting and immediate distribution at target | Full vesting of unvested balance upon termination | Full vesting of unvested company contributions | | Retirement | None | Forfeited unless employed on payment date | Pro rata vesting, or full vesting if retire on or after age 60 with 10 years of service (8); all expire at earlier of five years or normal expiration | Pro rata vesting, or full vesting if retire on or after age 60 with 10 years of service (8), distribution on vesting dates | Pro rata vesting, or full vesting if retire on or after age 60 with 10 years of service (8), distribution on vesting date | Full vesting of unvested balance | Full vesting of unvested company contributions with three years of service | | Limited Circumstances | Up to 52 weeks salary continuation | Forfeited unless employed on payment date | Full vesting (unless otherwise determined by the Compensation Committee) on remaining vesting dates; all expire at earlier of five years or normal expiration (6) | Full vesting (unless otherwise determined by the Compensation Committee) and distribution on remaining vesting dates | Full vesting and distribution on vesting date | Unvested balance forfeited unless 25 years of service | Full vesting of unvested company contributions | | Change of Control Termination | Two times sum of base salary and the target annual incentive (CEO receives a three- times benefit) Payment equal to 18 months COBRA premiums | Forfeited unless employed on payment date | Full vesting; all expire at earlier of two years or normal expiration | Full vesting and immediate distribution | Full vesting (7) | Full vesting of unvested balance | Full vesting of unvested company contributions Payment equal to two additional years (CEO receives three years) of matching contributions under qualified and nonqualified retirement plans |

  191. Potential Payments Upon Termination or Change of Control

    | (1) For purposes of the table above and, where applicable, the following tables, we define: |

  192. Potential Payments Upon Termination or Change of Control

    | “Retirement” to mean a Named Executive Officer’s voluntary termination on or after age 55 with five years of service; |

  193. Potential Payments Upon Termination or Change of Control

    | “Limited Circumstances” as a termination in which a Named Executive Officer becomes entitled to severance benefits either (i) under our Separation Pay Plan which generally provides all employees with benefits in the event of a loss of employment due to a reduction in staff, or (ii) pursuant to a separation agreement entered into in connection with the termination. We may negotiate severance arrangements in the context of a Named Executive Officer’s termination which may include the benefits described above for a termination under “Limited Circumstances” or such other benefits as may be negotiated in connection with the termination. |

  194. Potential Payments Upon Termination or Change of Control

    | “Change of Control Termination” as a Named Executive Officer’s involuntary termination or voluntary termination for “good reason,” in each case within two years following a change of control. |

  195. Potential Payments Upon Termination or Change of Control

    | | 55 |

  196. Potential Payments Upon Termination or Change of Control

    | (2) Notwithstanding the general rule of forfeiture, all employees are eligible to receive a discretionary prorated annual incentive earned for the year of termination, and we may also pay annual incentives earned with respect to performance in the immediately preceding year, to the extent unpaid at the time of termination. |

  197. Potential Payments Upon Termination or Change of Control

    | (3) Any restricted stock units attributable to annual cash incentives that were required to be deferred in accordance with our deferral requirements will vest in full on the remaining vesting dates if an employee terminates as result of a Retirement or Limited Circumstances; however, in the event of a termination of employment due to Death or Disability, any restricted stock units attributable to annual cash incentives that were required to be deferred in accordance with our deferral requirements will vest in full and be distributed immediately. |

  198. Potential Payments Upon Termination or Change of Control

    | (4) Please see the narrative to the 2023 Pension Benefits Table for more information about our nonqualified pension plans. |

  199. Potential Payments Upon Termination or Change of Control

    | (5) Please see the narrative to the 2023 Nonqualified Deferred Compensation Table for more information about our nonqualified deferred compensation plans. |

  200. Potential Payments Upon Termination or Change of Control

    | (6) Prior to 2018, vested stock options expired at the earlier of three years or normal expiration. |

  201. Potential Payments Upon Termination or Change of Control

    | (7) Unvested awards that become vested due to a Change of Control Termination vest at target unless both the change of control and termination occur after the end of the performance period, in which case the amount of the award would be based on actual performance. The award would then be distributed immediately. |

  202. Potential Payments Upon Termination or Change of Control

    | (8) Upon retirement after age 60 with 10 years of service, full vesting applies to equity awards after the first anniversary of the applicable date of grant (unless determined otherwise by the Compensation Committee). |

  203. Clark Khayat

    | (2) Mr. Khayat is not retirement eligible and therefore all unvested, outstanding equity awards would be forfeited. |

  204. Andrew J. “Randy” Paine

    | (3) Mr. Paine was not retirement eligible as of December 31, 2023, and therefore all unvested, outstanding equity awards would be forfeited. |

  205. Pay Ratio

    Pay Ratio In compliance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are providing the following information with respect to our last completed fiscal year. The pay ratio information provided below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2023, the median of the annual total compensation of all employees, excluding the CEO, is $80,737. The annual total compensation of the CEO, as reported in the 2023 Summary Compensation Table (“SCT”), is $10,268,718. The ratio of the annual total compensation of the CEO to the median of the annual total compensation of all other employees is 127 to 1. In determining the information provided above, we used the following methodology and estimates: We first identified the median employee in the following manner, as permitted by the SEC’s rules:

  206. Pay Ratio

    | • | We compiled a list of all employees as of December 31, 2023, other than the CEO. |

  207. Pay Ratio

    | • | We also excluded from that list all employees located outside of the United States (“U.S.”), who represent less than 5% of our total employee population. The excluded non-U.S. employees are located in England, and the approximate number of employees excluded from that jurisdiction was two. A total of two non-U.S. employees were excluded from the list and a total of 17,350 U.S. employees were included on the list. |

  208. Pay Ratio

    | • | We used wages reported in Box 1 of IRS Form W-2 as a consistently applied compensation measure to identify the median employee from the remaining employees on the list. For this purpose, we did not annualize the wages of any individuals who were employed less than the full fiscal year. |

  209. Pay Ratio

    | • | Upon further review, we noted that the median employee’s compensation reflected anomalous characteristics that could significantly distort the pay ratio calculation. As a result, we selected as our median employee a similarly compensated employee whose compensation did not include such anomalous characteristics. |

  210. Pay Ratio

    Once the median employee was identified in the manner described above, we calculated the annual total compensation of the median employee using the same methodology that we used to determine the annual total compensation of the CEO, as reported in the SCT. It should be noted that the pay ratio disclosure rules of Item 402(u) of Regulation S-K provide companies with a great deal of flexibility in determining their pay ratio reporting methodologies and in estimating the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all other employees. As such, our methodology may differ materially from the methodology used by other companies to prepare their pay ratio disclosures, which, among other factors such as differences in employee populations, geographic locations, business strategies, and compensation practices, may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including other companies within the financial services industry.

  211. Pay Ratio

    | 60 | |

  212. Required Pay Versus Performance Disclosure

    Required Pay Versus Performance Disclosure The following information is being provided in compliance with Section 14(i) of the Securities Exchange Act of 1934, added by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K (“Item 402(v)”) with respect to fiscal years 2020, 2021, 2022, and 2023. The table below shows pay both as reported in the Summary Compensation Table (“SCT Total”) for the applicable fiscal year (as also shown in the Summary Compensation Table on page 45 of this proxy statement) and as “Compensation Actually Paid” for each of our principal executive officer(s) (“PEO”, for Key, refers to our then-current Chief Executive Officer) and as an average of all of our non-PEO named executive officers (“Other NEOs”) for the applicable fiscal year. Both SCT Total pay and Compensation Actually Paid are calculated in accordance with Regulation S-K, and differ substantially from the way that Key makes pay decisions. For example, SCT Total pay includes the accounting value of long-term incentive awards granted within the applicable fiscal year (which we generally consider to be part of the prior fiscal year’s total pay) and short-term incentive compensation earned with respect to that fiscal year, but paid in the immediately succeeding fiscal year. Similarly, Compensation Actually Paid calculates the change in value of outstanding long-term incentive awards during the applicable fiscal year, even if no compensation was realized from such awards. The table also shows, each as required by Item 402(v), (i) Key’s cumulative total shareholder return (“TSR”) (ii) the TSR of a market capitalization weighted peer group, (iii) Key’s net income for the applicable fiscal year, and (iv) Key’s performance with respect to a “company-selected measure” which in our assessment represents the most important financial performance metric used to link Compensation Actually Paid to our named executive officers for the most recently completed fiscal year to Key’s performance. We selected Return on Tangible Common Equity (“ROTCE”) as our required company-selected measure. ROTCE is a return on equity measure that is commonly used to compare the performance of banks.

  213. Required Pay Versus Performance Disclosure

    | Year | SCT Total for PEO (Gorman) 1,8 | SCT Total for PEO (Mooney) 1,8 | Compensation Actually Paid to PEO (Gorman) 3 | Compensation Actually Paid to PEO (Mooney) 3 | Avg SCT Total for Other NEOs 2 | Avg Comp Actually Paid to Other NEOs 3 | Value of Initial Fixed $100 Investment Based On | | Net Income (Loss) 6 | ROTCE (Company- Selected Measure) 7 | | | | | | | | | Key’s Total TSR 4 | Peer Group TSR 5 | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2023 | $10,268,718 | — | $4,458,764 | — | $3,449,335 | $1,785,855 | $86.44 | $97.15 | $967,000,000 | 9.63% | | 2022 | $10,463,627 | — | $6,082,087 | — | $4,218,255 | $2,400,360 | $97.73 | $98.15 | $1,917,000,000 | 18.40% | | 2021 | $8,653,484 | — | $15,582,042 | — | $4,737,878 | $8,727,060 | $124.75 | $118.60 | $2,625,000,000 | 19.47% | | 2020 | $5,890,655 | $11,512,891 | $4,405,510 | $8,494,214 | $4,347,408 | $3,444,490 | $85.50 | $88.88 | $1,343,000,000 | 9.62% |

  214. Required Pay Versus Performance Disclosure

    | (1) “SCT Total” in columns (b) and (c) is the “Total ($)” reported in the summary compensation table for the applicable PEO(s) for the applicable fiscal year. |

  215. Required Pay Versus Performance Disclosure

    | (2) “SCT Total’ in column (f) is the average of the “Total ($)” reported in the summary compensation table for the Other NEOs listed in an applicable fiscal year. For 2020 through 2022, our Other NEOs were Mr. Kimble, Mr. Paine, Ms. Brady and Ms. Mago. For 2023, our Other NEOs also included Mr. Khayat in connection with his appointment as our Chief Financial Officer on March 16, 2023. |

  216. Required Pay Versus Performance Disclosure

    | (3) “Compensation Actually Paid” in columns (d), (e), and (g) was calculated in accordance with the requirements of Item 402(v). Key’s pension plan is frozen, and no service costs accrue on the plan. As a result, no pension values are reflected in this number, as the originally reported “Change in Pension Value” for each applicable fiscal year was subtracted from the amounts shown in columns (b), (c), and (f), as applicable, per Item 402(v). As required by Item 402(v), the amounts shown in columns (b), (c), and (f), as applicable, were also decreased by the reported “Stock Awards” and “Option Awards” for each applicable fiscal year. Outstanding and unvested equity awards were then re-valued as of the following dates: |

  217. Required Pay Versus Performance Disclosure

    | (a) Outstanding stock option grants were re-valued using a lattice model and in accordance with generally accepted accounting standards, as applicable, as of December 31, 2019, December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023 and as of any applicable vesting date. |

  218. Required Pay Versus Performance Disclosure

    | (b) Outstanding cash performance awards were valued, as applicable, as of December 31, 2019, December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023 (based on our estimate of the outcome of the applicable performance conditions as of the last day of the applicable fiscal year) and as of any applicable vesting date. |

  219. Required Pay Versus Performance Disclosure

    | (c) Outstanding restricted stock unit awards were valued, as applicable, as of December 31, 2019, December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023 and as of any applicable vesting date. |

  220. Required Pay Versus Performance Disclosure

    | The recalculated equity award values were added to the amounts shown in columns (b), (c), and (f), as applicable, resulting in the “Compensation Actually Paid” values shown in columns (d), (e), and (g), respectively and as applicable. |

  221. Required Pay Versus Performance Disclosure

    | | 61 |

  222. Required Pay Versus Performance Disclosure

    | The charts below show the deductions from and additions to SCT Total Compensation and Average SCT Total Compensation that were made in order to calculate Compensation Actually Paid as reported in columns (d), (e), and (g) for the most recently completed fiscal year included in the Pay Versus Performance Table: |

  223. Required Pay Versus Performance Disclosure

    | Deductions and Additions to SCT Total for PEO (Gorman, column d) | | | | | | | | | | | | | | | | Pension Value Adjustments | | | | Stock Award and Option Award Adjustments | | | | | | | | | | Year | Deduct Change in Pension Value Reported in Summary Compensation Table | | Add Service Cost | Add Prior Service Cost | Deduct Value of Stock Awards and Option Awards Reported in Summary Compensation Table | | Add Year End Fair Value of Unvested Equity Awards Granted During the Fiscal Year | Add Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Add Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Add Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | 2023 | ($ | 27,606) | $0 | $0 | ($ | 6,999,983) | $3,940,984 | ($ | 3,843,463) | $0 | $374,227 | $0 | $745,887 |

  224. Required Pay Versus Performance Disclosure

    | Average Deductions and Additions to SCT Total for Other NEOs (column g) | | | | | | | | | | | | | | | | Pension Value Adjustments (all amounts for Other NEOs reported as averages) | | | | Stock Award and Option Award Adjustments (all amounts for Other NEOs reported as averages) | | | | | | | | | | Year | Deduct Change in Pension Value Reported in Summary Compensation Table | | Add Service Cost | Add Prior Service Cost | Deduct Value of Stock Awards and Option Awards Reported in Summary Compensation Table | | Add Year End Fair Value of Unvested Equity Awards Granted During the Fiscal Year | Add Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | | Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Add Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Add Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | 2023 | ($ | 7,107) | $0 | $0 | ($ | 1,910,248) | $1,174,016 | ($ | 1,346,563) | $0 | $186,443 | $0 | $239,980 |

  225. Required Pay Versus Performance Disclosure

    | (4) Key’s TSR for each year listed is based on the percentage change in total shareholder return over the relevant period based on an initial $100 investment on December 31, 2019. The time periods shown in the table are December 31, 2019 – December 31, 2020, December 31, 2019 – December 31, 2021, December 31, 2019 – December 31, 2022, and December 31, 2019 – December 31, 2023. |

  226. Required Pay Versus Performance Disclosure

    | (5) The issuers included in Key’s peer group for purposes of TSR disclosure in this column for each fiscal year are as follows: Citizens Financial Group, Inc., Comerica Incorporated, Fifth Third Bancorp, Huntington Bancshares Incorporated, M&T Bank Corporation, The PNC Financial Services Group, Inc., Regions Financial Corporation, Truist Financial Corporation, U.S. Bancorp, and Zions Bancorporation. Peer Group TSR for each year listed is based on the percentage change in total shareholder return over the relevant period based on an initial $100 investment on December 31, 2019. The time periods shown in the table are December 31, 2019 – December 31, 2020, December 31, 2019 – December 31, 2021, December 31, 2019 – December 31, 2022, and December 31, 2019 – December 31, 2023. |

  227. Required Pay Versus Performance Disclosure

    | (6) Net Income was calculated in accordance with GAAP and is shown as reported in the Form 10-K Key filed for the applicable fiscal year. |

  228. Required Pay Versus Performance Disclosure

    | (7) ROTCE is a non-GAAP measure, which we define as income from continuing operations attributable to Key common shareholders (GAAP) divided by average KeyCorp shareholders’ equity, less average intangible assets, adjusted for average purchased credit card relationships, less average preferred stock. Key uses absolute adjusted ROTCE in its short-term incentive plan and relative adjusted ROTCE in its long-term incentive awards, as further described under “Elements of our Pay Program” on page 28 of this Proxy Statement and Definitions of Certain Financial Terms on page 42 of this Proxy Statement. |

  229. Required Pay Versus Performance Disclosure

    | (8) Mr. Gorman succeeded Ms. Mooney as Key’s Chief Executive Officer as of May 1, 2020. |

  230. Required Pay Versus Performance Disclosure

    | 62 | |

  231. Required Pay Versus Performance Disclosure

    The following chart shows the relationship between (i) Compensation Actually Paid to our PEO(s) and Average Compensation Actually Paid to our Other NEOs, and (ii) Key’s TSR, as well as (iii) the relationship between Key’s TSR and the TSR of our peer group. As the chart demonstrates, the value of Compensation Actually Paid (as we are required to calculate it for purposes of this disclosure) generally is directionally aligned with Key’s TSR, due to the large percentage of executive officer compensation that is paid in the form of long-term incentives whose value is tied to Key’s share price. The following chart compares (i) Compensation Actually Paid to our PEO(s) and Average Compensation Actually Paid to our Other NEOs, and (ii) our Company-Selected Measure, ROTCE. We have historically used absolute adjusted ROTCE as a performance metric in our annual (short-term) incentive plan and relative adjusted ROTCE as a performance metric in our long-term incentive program due to the strong correlation between adjusted ROTCE and the delivery of positive share price performance to our shareholders. As described under “Annual Incentive Plan” beginning on page 29 of this proxy statement, we amended our annual incentive plan for 2023 in order to address our strategic pivot following the failures of SVB and Signature Bank, while retaining adjusted ROTCE as a key performance metric under the 2023 annual incentive plan for the first quarter of fiscal 2023. The Compensation Committee did not make any adjustments to the outstanding performance awards under our long-term incentive program, despite the negative impact of the environment (and Key’s strategic pivot in 2023) on adjusted ROTCE achievement under those awards. As shown below, ROTCE and Compensation Actually Paid generally reflect directional alignment.

  232. Required Pay Versus Performance Disclosure

    | | 63 |

  233. Required Pay Versus Performance Disclosure

    The chart below shows the relationship between Net Income and Compensation Actually Paid. We do not find Net Income to an appropriate measure for assessing the relationship between Compensation Actually Paid and Key’s financial performance. For example, as a bank, we are required to make assumptions around future expected credit losses at the time we originate a loan or a debt instrument. These expected losses have the effect of reducing our Net Income, even though no actual loss has occurred. As conditions change, we may revise these assumptions and change our future expectations. To the extent that these assumptions lower the expectations of future credit losses, we are able to recognize this as a benefit to Net Income. For this reason, we do not include Net Income as a measure in any of our incentive plans. Item 402(v) also requires that we provide the following tabular list of at least three and not more than seven financial performance measures that we have determined are our most important financial performance measures used to link compensation actually paid for the most recently completed fiscal year to Key’s performance:

  234. Required Pay Versus Performance Disclosure

    | Most Important Performance Measures | | EPS | | CET-1 Ratio | | ROTCE |

  235. Required Pay Versus Performance Disclosure

    For 2023, the list of our most important financial performance measures includes CET-1 Ratio (rather than Operating Leverage, which was included in the tabular list for fiscal 2022). This reflects our efforts in 2023 to pivot our strategy to meet the expectations of our shareholders and regulators following the failures of Silicon Valley Bank and Signature Bank in March 2023. More information about our strategic pivot and how we thought about it relative to incentive compensation can be found beginning on page 29 of this proxy statement, under “ Annual Incentive Plan .”

  236. Required Pay Versus Performance Disclosure

    | 64 | |

  237. 2023 Director Compensation Table

    2023 Director Compensation Table The following table sets forth certain information regarding the compensation earned by or paid to each non-employee director who served on the Board of Directors in 2023. Mr. Gorman, as an employee of KeyCorp, was not compensated for his services as a director.

  238. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Alexander M. Cutler | 170,000 | 139,995 | 309,995 | | H. James Dallas | 140,000 | 139,995 | 279,995 | | Elizabeth R. Gile | 155,000 | 139,995 | 294,995 | | Ruth Ann M. Gillis | 115,000 | 139,995 | 254,995 | | Robin N. Hayes | 115,000 | 139,995 | 254,995 | | Carlton L. Highsmith | 115,000 | 139,995 | 254,995 | | Richard J. Hipple | 155,000 | 139,995 | 294,995 | | Devina A. Rankin | 115,000 | 139,995 | 254,995 | | Barbara R. Snyder | 125,000 | 139,995 | 264,995 | | Richard J. Tobin | 100,000 | 139,995 | 239,995 | | Todd J. Vasos | 100,000 | 139,995 | 239,995 | | David K. Wilson | 130,000 | 139,995 | 269,995 |

  239. 2023 Director Compensation Table

    | 1) | Amounts reported in the “Fees Earned or Paid in Cash” column include fees for service as chair of a Board committee during 2023 as follows: Barbara R. Snyder, Compensation and Organization Committee Chair; Richard J. Hipple, Audit Committee Chair; Elizabeth R. Gile, Risk Committee Chair; H. James Dallas, Technology Committee Chair; and Alexander M. Cutler, Nominating and Corporate Governance Committee Chair. Amounts reported in the “Fees Earned or Paid in Cash” column further include fees for service as a member of the Risk Committee and Audit Committee during 2023 as follows: H. James Dallas, Audit Committee Member; Ruth Ann M. Gillis, Audit Committee Member; Robin N. Hayes, Risk Committee Member; Carlton L. Highsmith, Risk Committee Member; Devina A. Rankin, Audit Committee Member; and David K. Wilson, Risk Committee Member. For Alexander M. Cutler, the amount reported in the “Fees Earned or Paid in Cash” column also includes fees for his service during 2023 as Lead Director. Amounts reported in the “Fees Earned or Paid in Cash” column include fees for extraordinary service during 2023 to each of Elizabeth R. Gile, Richard J. Hipple, and David K. Wilson. |

  240. 2023 Director Compensation Table

    | (2) Amounts reported in the Stock Awards column represent the aggregate grant date fair value of the stock awards granted during the year computed in accordance with applicable accounting guidance. The accounting assumptions used in calculating the grant date fair value are presented in Note 17 to the Consolidated Financial Statements of our 2023 Annual Report. On May 11, 2023, each director who was then serving received a grant of 15,401 fully vested deferred shares at a fair market value of $140,000, rounded down to the nearest whole share. One-half of this deferred share award is payable in shares and one-half of this award is payable in cash on the third anniversary of the grant date unless the director has elected to further defer payment, in which case the entire award is payable in shares. |

  241. 2023 Director Compensation Table

    | 66 | |

  242. 2023 Director Compensation Table

    | As of December 31, 2023, the non-employee directors who served during 2023 and are listed in the table below had outstanding stock awards payable in common shares in the following amounts: |

  243. 2023 Director Compensation Table

    | Name | Outstanding Stock Awards | | Alexander M. Cutler | 47,243 | | H. James Dallas | 15,386 | | Elizabeth R. Gile | 102,051 | | Ruth Ann M. Gillis | 45,385 | | Robin N. Hayes | 29,573 | | Carlton L. Highsmith | 15,386 | | Richard J. Hipple | 15,386 | | Devina A. Rankin | 44,528 | | Barbara R. Snyder | 180,004 | | Richard J. Tobin | 39,393 | | Todd J. Vasos | 54,092 | | David K. Wilson | 61,533 |

  244. 2023 Director Compensation Table

    | | 67 |