DEF 14A of Keycorp /New/, Mar 28, 2025

DEF 14A of Keycorp /New/

Filed Mar 28, 2025 · FY20240001193125-25-066284

Open on EDGAR

  1. 2025 Director Nominees

    2025 Director Nominees

  2. 2025 Director Nominees

    | Name | Age | Director Since | Independent | Current Committee Memberships | | | | | | | | | | | Audit | C&O | NCGC | Risk | Technology | Executive | | Jacqueline L. Allard | 53 | 2024 | Yes | | | | | ✓ | | | Alexander M. Cutler (1) | 73 | 2000 | Yes | | ✓ | Chair | | | ✓ | | H. James Dallas | 66 | 2005 | Yes | | | ✓ | ✓ | Chair | | | Elizabeth R. Gile | 69 | 2010 | Yes | | | ✓ | Chair | | | | Ruth Ann M. Gillis | 70 | 2009 | Yes | ✓ | | | | | | | Christopher M. Gorman | 64 | 2019 | No | | | | | | Chair | | Robin N. Hayes | 58 | 2020 | Yes | ✓ | | | | ✓ | | | Carlton L. Highsmith | 73 | 2016 | Yes | | ✓ | | | ✓ | | | Richard J. Hipple | 72 | 2012 | Yes | Chair | | ✓ | | | ✓ | | Somesh Khanna | 60 | 2024 | Yes | | | | ✓ | | | | Devina A. Rankin | 49 | 2020 | Yes | | | | ✓ | ✓ | | | Barbara R. Snyder | 69 | 2010 | Yes | | ✓ | ✓ | | | ✓ | | Richard J. Tobin | 61 | 2021 | Yes | ✓ | | | | ✓ | | | Todd J. Vasos | 63 | 2020 | Yes | | Chair | ✓ | | | ✓ | | David K. Wilson | 70 | 2014 | Yes | | | | ✓ | | |

  3. 2025 Director Nominees

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

  4. 2025 Director Nominees

    | | iii |

  5. Executive Compensation Highlights

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

  6. Executive Compensation Highlights

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

  7. Executive Compensation Highlights

    | What We Do: | What We Don’t Do: | | ✓ Place the majority of executive officer pay “at risk” ✓ Deliver over half of NEO total target pay opportunity as long-term incentives ✓ Impose robust stock ownership guidelines ✓ Subject shares to post-vesting holding period ✓ Use tally sheets ✓ Review share utilization ✓ Retain an independent compensation consultant ✓ Maintain clawback and forfeiture policies | × No employment agreements for executive officers × No tax gross-ups × No “single trigger” change of control agreements × No active SERPs × No hedging or pledging of KeyCorp securities × No “timing” of equity grants × No repricing or backdating of stock options |

  8. Executive Compensation Highlights

    | What We Did: | How it Aligns to our Philosophy: | | • Annual Incentive Plan: After the strategic pivot we made in 2023, we returned our focus to our core business model, resulting in approved funding for the KeyCorp 2024 Annual Incentive Plan approximately at the target level (100.6%). | • In 2022 and 2023, we paid our executive officers generally in the range of 70-75% of target under the KeyCorp Annual Incentive Plan, reflecting below-target financial performance. • The approved funding rate for 2024 indicates a successful return to our core business model, and is reflective of our positioning for continued sound, profitable growth in 2025. | | • Long-Term Incentive Plan: We continued to deliver 70% of our long-term incentive compensation to executive officers as “performance-based compensation,” with 60% of our long-term incentive compensation awards delivered as cash-settled performance shares, which we refer to as Performance Awards. | • Since 2021, we have delivered our long-term incentive compensation as 60% Performance Awards, 30% restricted stock units, and 10% stock options with a 10% premium on the exercise price, tying our executive officers to our share price and our financial performance in order to align our long-term incentives to the creation of shareholder value. • The combination of the historic interest rate hiking cycle that began in early 2022, with the regional banking failures that occurred in March 2023, created an economic environment that significantly impacted the Performance Awards granted by Key in 2022 and 2023. • As described on page 37 of this proxy statement, the economic environment, paired with our balance sheet positioning and the actions we took to preserve capital, resulted in below-threshold financial performance under the Performance Awards granted in 2022. These awards vested at 0%, meaning that holders of these awards received no payout on these awards. |

  9. Executive Compensation Highlights

    | Compensation of Executive Officers and Directors | 49 | | 2024 Summary Compensation Table | 49 | | 2024 Grants of Plan-Based Awards Table | 51 | | 2024 Outstanding Equity Awards at Fiscal Year-End Table | 52 | | 2024 Option Exercises and Stock Vested Table | 55 | | 2024 Pension Benefits Table | 56 | | 2024 Nonqualified Deferred Compensation Table | 57 | | Potential Payments Upon Termination or Change of Control | 58 | | 2024 Post-Termination Tables | 60 | | Pay Ratio | 63 | | Required Pay Versus Performance Disclosure | 64 | | Directors’ Compensation | 68 | | 2024 Director Compensation Table | 69 | | Audit Matters | 71 | | Ernst & Young’s Fees | 71 | | Pre-Approval Policies and Procedures | 71 | | Audit Committee Report | 72 | | PROPOSAL TWO: Ratification of Independent Auditor | 73 | | PROPOSAL THREE: Advisory Approval of KeyCorp’s Executive Compensation | 74 | | 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 | 75 | | Submitting Questions | 76 | | Additional Information | 77 | | Proxy Statement Proposals for the 2026 Annual Meeting of Shareholders | 77 | | Other Proposals and Director Nominations for the 2026 Annual Meeting of Shareholders | 77 | | Eliminating Duplicative Proxy Materials | 77 | | Annual Report | 78 |

  10. 2025 Nominees for Director

    2025 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 2026 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. Subject to the terms of the Investment Agreement with respect to any Scotiabank Director, 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, subject to the terms of the Investment Agreement with respect to any vacancy created by a Scotiabank Director, 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.

  11. 2025 Nominees for Director

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

  12. 2025 Nominees for Director

    | | 5 |

  13. 2025 Nominees for Director

    | Jacqueline L. Allard | | | Age: 53 Director Since: 2024 KeyCorp Committee(s): • Technology | Biography: Ms. Allard is the Group Head of the Global Wealth Management Division at Scotiabank, a publicly held Canadian multinational financial services provider, where she leads Scotiabank’s global asset management and wealth advisory businesses in Canada and across Scotiabank’s international footprint in Latin America and the Caribbean. Prior to joining Scotiabank in September 2023, she served as an Executive Vice President, Personal Financing Products and International Banking, at the Royal Bank of Canada, a publicly held Canadian multinational financial services company (“RBC”), from January 2019 to July 2023, where she was responsible for leading RBC’s consumer lending businesses in Canada. She also served as Senior Vice President, Head of Strategy, Performance & Marketing, at RBC from February 2016 to January 2019. Prior to joining RBC, Ms. Allard held positions of increasing responsibility at Manulife Financial, a publicly held Canadian multinational insurance company and financial services provider, and State Street Corporation, a global financial services and bank holding company. | | | Select Qualifications and Experience: • Over a decade of senior leadership experience at large banking institutions spanning a variety of financial products and services including consumer lending, commercial banking, and asset and wealth management. |

  14. 2025 Nominees for Director

    | Alexander M. Cutler | | | Age: 73 Director Since: 2000 KeyCorp Committee(s): • Nominating and Corporate Governance (Chair) • Compensation and Organization • Executive | Biography: Mr. Cutler is KeyCorp’s independent Lead Director. From 2000 through May 2016, he was Chairman and Chief Executive Officer of Eaton Corporation plc, a publicly-held, global, diversified power management company with approximately 94,000 employees that sells products to customers in more than 160 countries. He is an honorary trustee of the Musical Arts Association and a life director of the United Way of Greater Cleveland. | | | Select Qualifications and Experience: • Experience across a wide range of senior management and executive roles with Eaton Corporation plc and certain of its predecessor companies. Significant corporate governance experience and public company board experience through his role as Chairman of Eaton Corporation plc, his service on the DuPont de Nemours, Inc. board, and as a former member of the Executive Committee of the Business Roundtable. • Extensive experience negotiating and completing acquisitions and divestitures and integrating acquired companies gained through leadership positions with Eaton Corporation plc. | | | Other Public Directorships: • DuPont de Nemours, Inc. (since 2008) |

  15. 2025 Nominees for Director

    | 6 | |

  16. 2025 Nominees for Director

    | H. James Dallas | | | Age: 66 Director Since: 2005 KeyCorp Committee(s): • Risk • Nominating and Corporate Governance • Technology (Chair) | Biography: In 2013, Mr. Dallas retired as Senior Vice President of Quality and Operations at Medtronic Inc., a global medical technology company. Mr. Dallas, who joined Medtronic Inc. in 2006, had previously served as Senior Vice President and Chief Information Officer at Medtronic Inc. Mr. Dallas’s responsibilities included executing cross-business initiatives to maximize the company’s global operating leveraging. Mr. Dallas also served as a member of Medtronic Inc.’s executive management team. Mr. Dallas is an independent consultant focusing on change management, information technology strategy, and risk. He also serves as a director of Grady Memorial Hospital Corporation. | | | Select Qualifications and Experience: • Significant experience with enterprise change management, information technology, information technology security, and data privacy, including prior service as the Chief Information Officer of Medtronic Inc. and, prior to that, as Chief Information Officer of Georgia-Pacific Corporation. • As Chief Information Officer for major public corporations, had primary responsibility for risks related to information technology and security. As Senior Vice President of Quality and Operations with Medtronic Inc., held significant responsibility for operational risk management. | | | Other Public Directorships: • Centene Corporation (since 2020) • Strategic Education, Inc. (formerly Cappella Education Company) (2015-2021) • WellCare Health Plans, Inc. (2016-2020) |

  17. 2025 Nominees for Director

    | Elizabeth R. Gile | | | Age: 69 Director Since: 2010 KeyCorp Committee(s): • Risk (Chair) • Nominating and Corporate Governance | Biography: In 2005, Ms. Gile retired from Deutsche Bank AG where she was Managing Director and the Global Head of the Loan Exposure Management Group since 2003. From 2007 to 2009, Ms. Gile was Managing Director and Senior Strategic Advisor to BlueMountain Capital Management, a hedge fund management company. Prior to joining Deutsche Bank AG, Ms. Gile spent 24 years with J.P. Morgan, where she was responsible for areas encompassing credit risk, credit analysis and research, lending, credit market trading, counterparty risk, and portfolio management. Ms. Gile is a trustee of the board of the Brooklyn Botanic Garden. | | | Select Qualifications and Experience: • A distinguished career in the banking, finance, and capital markets industries with leading global financial institutions. Significant roles with J.P. Morgan, Deutsche Bank AG, and Toronto Dominion Securities managing loan portfolios, capital markets, derivatives and corporate lending transactions, and credit research. • As Global Head of the Loan Exposure Management Group for Deutsche Bank AG, had global responsibility for managing the credit risk of loans and lending-related commitments, giving her experience in identifying, assessing, and managing risk exposures of a large, complex financial firm. | | | Other Public Directorships: • Watford Holdings Ltd. (2017-2021) |

  18. 2025 Nominees for Director

    | | 7 |

  19. 2025 Nominees for Director

    | Ruth Ann M. Gillis | | | Age: 70 Director Since: 2009 KeyCorp Committee(s): • Audit | Biography: From 2008 until her retirement in 2014, Ms. Gillis served as Executive Vice President and Chief Administrative Officer of Exelon Corporation, a publicly-held Fortune 100 diversified energy company, and President of Exelon Business Services Company, a subsidiary of Exelon Corporation. Ms. Gillis also served as Chief Diversity Officer and as Chief Financial Officer of Exelon Corporation. Prior to her time at Exelon Corporation, Ms. Gillis served as Chief Financial Officer of the University of Chicago Hospitals and Health System and, from 1977 to 1996, Ms. Gillis held various senior management and lending positions at First Chicago Corporation. Ms. Gillis is a life trustee of the Goodman Theatre and a life director of the Lyric Opera of Chicago. She is also a member of the board of directors of KeyBank National Association. | | | Select Qualifications and Experience: • Extensive finance, banking, risk management, financial reporting, operations and technology, human capital management, and regulatory expertise acquired in highly regulated and complex industries with a history of accomplishment and executive capability. • Ms. Gillis qualifies as an “audit committee financial expert” as defined by the SEC and has been recognized as a National Association of Corporate Directors Board Leadership Fellow since 2017. | | | Other Public Directorships: • Voya Financial Inc. (since 2015) • Snap-on Incorporated (since 2014) |

  20. 2025 Nominees for Director

    | Christopher M. Gorman | | | Age: 64 Director Since: 2019 KeyCorp Committee(s): • Executive (Chair) | Biography: Mr. Gorman was elected Chairman, Chief Executive Officer, and President of KeyCorp on May 1, 2020. Mr. Gorman joined KeyCorp in 1998 when it acquired McDonald Investments, a registered broker-dealer, where Mr. Gorman held various leadership roles. Since joining KeyCorp, Mr. Gorman has served in numerous capacities including Chief Operating Officer from 2019 to 2020, President of Banking and Vice Chairman from 2017 to 2019, as Merger Integration Executive leading KeyCorp’s integration of First Niagara Financial Group, Inc. from 2016 to 2017, and as President of Key Corporate Bank from 2010 to 2016. Mr. Gorman is a member of the Supervisory Board of The Clearing House, Chairman of the Ohio Business Roundtable, a member of the U.S. Business Roundtable, a member of the Executive Committee of the Greater Cleveland Partnership, and serves as a board member of the University Hospital Health System and the Cleveland Museum of Art. | | | Select Qualifications and Experience: • Over 25 years of financial services leadership experience in corporate, investment, private, and retail banking. Provides critical insight on KeyCorp’s business and operations to the Board of Directors. • Leads the sales, service and operations of one of the largest financial services companies in the United States with over 3 million clients and over 17,000 colleagues. • Was responsible for leading the integration of First Niagara Financial Group, Inc., a $40 billion financial institution with 400 branches, the largest acquisition in KeyCorp’s 200-year history. |

  21. 2025 Nominees for Director

    | 8 | |

  22. 2025 Nominees for Director

    | Robin N. Hayes | | | Age: 58 Director Since: 2020 KeyCorp Committee(s): • Audit • Technology | Biography: Mr. Hayes has served as Chief Executive Officer of Airbus Americas, Inc., the North American affiliate of a global aerospace and defense manufacturing company, since June 2024. Prior to this, Mr. Hayes served as Chief Executive Officer of JetBlue Airways Corporation, a publicly-held airline and passenger carrier company, from 2015 to 2024. Prior to his appointment as JetBlue’s Chief Executive Officer in 2015, Mr. Hayes served as President from 2014 to 2015 and Chief Commercial Officer from 2008 to 2014. Mr. Hayes also worked in various management capacities over a 19-year career with British Airways Plc. Mr. Hayes is a director of Make-a-Wish Connecticut. He is also a member of the board of directors of KeyBank National Association. | | | Select Qualifications and Experience: • Extensive operational, marketing, and sales expertise accumulated during an over 30-year career in aviation and across a wide range of executive and management roles, including numerous roles overseeing British Airways Plc’s international markets, including the Americas region, the airline’s largest market outside the U.K. • Responsible for market-leading innovation in the airline industry as an executive with JetBlue in technology, operations, and customer service. | | | Other Public Directorships: • JetBlue Airways Corporation (2015-2024) |

  23. 2025 Nominees for Director

    | Carlton L. Highsmith | | | Age: 73 Director Since: 2016 KeyCorp Committee(s): • Compensation and Organization • Technology | Biography: Mr. Highsmith joined the Board in August 2016 in connection with the First Niagara merger. He was a member of the board of directors of First Niagara since 2011, serving on the Governance/Nominating Committee and the Audit Committee. He previously served on the board of directors of NewAlliance Bancshares from 2006 until it was acquired by First Niagara in 2011. Mr. Highsmith was founder, Chief Executive Officer, and Chairman of The Specialized Packaging Group (“SPG”). He grew SPG into one of the largest designers, printers, and manufacturers of paperboard and paperboard composite packaging for consumer products in North America before merging the company with PaperWorks Industries in 2009. Mr. Highsmith is Vice Chairman of the board of trustees of Quinnipiac University, trustee of the Yale New Haven Health System, Chairman of the Connecticut Center for Arts & Technology (“ConnCAT”), and Board Chair of the Connecticut Community Outreach Revitalization Program (“ConnCORP”). | | | Select Qualifications and Experience: • Successful corporate executive and entrepreneur with significant community and regional bank board experience, having served on the board of directors of both NewAlliance and First Niagara. • Skilled business strategist who founded a package design/engineering business and grew that start-up company into one of the largest, most innovative, and highly regarded designers and manufacturers of paperboard packaging for consumer products in North America. • Experienced in mergers and acquisitions, having led and actively managed three successful acquisitions as Chief Executive Officer of SPG (Lawson Mardon Carton North America from Alusuisse Lonza in 1998, Focus Packaging in 2003, and Packaging Machinery Service in 2003), as well as the successful merger of his company with PaperWorks Industries in 2009. • Social entrepreneur and community leader who founded two non-profit organizations (ConnCAT and ConnCORP) that have attracted over $100 million of philanthropic capital over the last 10 years to fund world class workforce development, youth digital arts programs, entrepreneurship training workshops, and financial literacy programs in Connecticut’s most challenged communities. |

  24. 2025 Nominees for Director

    | | 9 |

  25. 2025 Nominees for Director

    | Richard J. Hipple | | | Age: 72 Director Since: 2012 KeyCorp Committee(s): • Audit (Chair) • Executive • Nominating and Corporate Governance | Biography: Mr. Hipple retired as Executive Chairman of Materion Corporation, a publicly-held manufacturer of highly engineered advanced materials and related services, in December 2017. Mr. Hipple previously served as Chairman of the Board and Chief Executive Officer of Materion Corporation from 2006 to 2017 and President from 2005 to 2017. Prior to that, Mr. Hipple served in the steel industry for 26 years in a number of capacities, including project engineer, strategic planning, supply chain management, operations, sales and marketing, and executive management. Mr. Hipple is trustee of the board of trustees of the Cleveland Institute of Music. He is also a member of the board of directors of KeyBank National Association. | | | Select Qualifications and Experience: • Extensive exposure to global commerce as former Chief Executive Officer of Materion Corporation, which serves customers in more than 60 countries and employs 3,100 people worldwide. Additionally, experience as a director at Ferro Corporation, Barnes Group Inc., and Luxfer Holdings PLC, which represent manufacturing companies with leading technologies, broad international footprints, and market diversity. With significant experience in the oversight and management of financial risks, Mr. Hipple qualifies as an “audit committee financial expert” as defined by the SEC. • Significant corporate governance and executive-level management experience, including as the Executive Chairman and President and Chief Executive Officer of Materion Corporation, as Chairman at Barnes Group Inc., as Lead Director at Ferro Corporation, and as Chairman of the compensation committees of Ferro Corporation and Luxfer Holdings PLC. | | | Other Public Directorships: • Luxfer Holdings PLC (since 2018) • Barnes Group Inc. (since 2017) • Ferro Corporation (2007-2018) • Materion Corporation (2006-2017) |

  26. 2025 Nominees for Director

    | Somesh Khanna | | | Age: 60 Director Since: 2024 KeyCorp Committee(s): • Risk | Biography: Mr. Khanna is has served as a Co-Executive Chairman of Apexon, Inc., a digital-first technology services firm focused on accelerating business transformation and delivering human-centric digital experience, since June 2024. Prior to joining Apexon, Mr. Khanna co-led the Global Banking and Securities Practice at McKinsey & Company Inc., a multinational strategy and management consulting firm, from 2018 until 2023, and served as a Client Service Team Leader from 2007 to 2024. From 2014 to 2018, he lead McKinsey Digital for Financial Services globally, supporting banking and insurance companies on productivity transformation, digital strategy, sales, marketing, operations, technology, and risk management. He led McKinsey’s New York office from 2011 to 2012 and the Property and Casualty Insurance Practice from 2009 to 2011. Prior to joining McKinsey in 2000, Mr. Khanna served as the Chief Executive Officer of a digital business at eCredit, a provider of online solutions for credit and collections professionals. | | | Select Qualifications and Experience: • Responsible for leading the largest global practice at McKinsey and leading client service teams at major clients spanning the banking, insurance, and private equity sectors. |

  27. 2025 Nominees for Director

    | 10 | |

  28. 2025 Nominees for Director

    | Devina A. Rankin | | | Age: 49 Director Since: 2020 KeyCorp Committee(s): • Risk • Technology | Biography: Ms. Rankin is Executive Vice President and Chief Financial Officer of Waste Management, Inc., a publicly-held waste and environmental services company. Prior to her promotion to Chief Financial Officer in 2017, Ms. Rankin held several corporate finance positions of increasing responsibility including Treasurer from 2012 to 2017 and as Assistant Treasurer. Prior to joining Waste Management, Inc., Ms. Rankin was a member of the assurance practices of Ernst & Young and Arthur Andersen. | | | Select Qualifications and Experience: • As Executive Vice President and Chief Financial Officer of Waste Management, Inc., Ms. Rankin is responsible for all finance functions of the company, as well as enterprise risk management, internal audit, investor relations, supply chain, capital planning, and information technology. • With an extensive career in corporate finance and as a certified public accountant licensed in Texas, Ms. Rankin qualifies as an “audit committee financial expert” as defined by the SEC. |

  29. 2025 Nominees for Director

    | Barbara R. Snyder | | | Age: 69 Director Since: 2010 KeyCorp Committee(s): • Compensation and Organization • Executive • Nominating and Corporate Governance | Biography: Since 2020, Ms. Snyder has been President of the Association of American Universities, an organization composed of America’s leading research universities that helps to shape policy for higher education and research. Prior to joining the Association of American Universities, Ms. Snyder was President of Case Western Reserve University in Cleveland, Ohio from 2007 to 2020. Ms. Snyder previously served as Executive Vice President and Provost of The Ohio State University (“OSU”). She served as a faculty member of OSU’s Moritz College of Law from 1988 to 2007. From 2000 to 2007, she held the Joanne W. Murphy/Classes of 1965 and 1973 Professorship at OSU. Ms. Snyder is a director of the National Humanities Alliance. | | | Select Qualifications and Experience: • In 2020, Association of American Universities member universities received $28.8 billion in federal research awards (63% of total federally funded research and development), produced 5,583 patents and 5,241 technology license agreements, and awarded 30,358 research doctorates. • Former President of Case Western Reserve University, one of the nation’s leading universities and a major private research institution with significant focus on science, engineering, and technology. During her tenure, Case Western Reserve University tripled its undergraduate admissions applications, became twice as selective, dramatically increased the academic quality of the entering class, and experienced unprecedented fundraising success, setting new records for annual attainment. | | | Other Public Directorships: • The Progressive Corporation (since 2014) |

  30. 2025 Nominees for Director

    | | 11 |

  31. 2025 Nominees for Director

    | Richard J. Tobin | | | Age: 61 Director Since: 2021 KeyCorp Committee(s): • Audit • Technology | Biography: Mr. Tobin has served as Chairman, President, and Chief Executive Officer of Dover Corporation, a publicly-held diversified global manufacturer and solutions provider, since May 2018 and a director since 2016. Prior to joining Dover Corporation, Mr. Tobin served as Chief Executive Officer and a director of CNH Industrial N.V., an equipment and services company, from 2013 to 2018. Prior to the integration of Fiat Industrial S.p.A. and CNH Global N.V. into CNH Industrial N.V., Mr. Tobin was Group Chief Operating Officer of Fiat Industrial S.p.A. and President and Chief Executive Officer of CNH Global N.V., a role he assumed in 2012 after two years as Chief Financial Officer of CNH Global N.V., and Chief Financial Officer and Head of Information Technology at SGS S.A. from 2004 to 2010. Mr. Tobin is a director of the National Association of Manufacturers and a director of Shedd Aquarium. | | | Select Qualifications and Experience: • More than 30 years of experience in international management and finance, acquired through global leadership roles of increasing responsibility and scope. Significant corporate management experience in his roles as Chief Executive Officer of two publicly traded corporations. • Extensive financial experience in both U.S. GAAP and IFRS accounting standards obtained in his roles as Chief Financial Officer of SGS S.A. and CNH Global N.V. Broad experience in capital markets and supervised one of North America’s largest captive banks during his tenure at CNH Industrial N.V. Robust understanding of information technology and cybersecurity stemming from his role as Chief Financial Officer and Head of Information Technology of SGS S.A. | | | Other Public Directorships: • Dover Corporation (since 2016) |

  32. 2025 Nominees for Director

    | Todd J. Vasos | | | Age: 63 Director Since: 2020 KeyCorp Committee(s): • Compensation and Organization (Chair) • Executive • Nominating and Corporate Governance | Biography: Mr. Vasos is a director and has served as Chief Executive Officer of Dollar General Corporation, a publicly-held variety retail company, since October 2023. Mr. Vasos previously served as Senior Business Advisor following his initial retirement as Chief Executive Officer in November 2022. Mr. Vasos served as Chief Executive Officer of Dollar General Corporation from 2015 to 2022. Prior to his election as Chief Executive Officer, Mr. Vasos served as Chief Operating Officer from 2013 to 2015 and as Executive Vice President, Division President and Chief Merchandising Officer from 2008 to 2013. Prior to joining Dollar General, Mr. Vasos served in executive positions with Longs Drug Stores Corporation for seven years, as well as in leadership positions at Phar-Mor Food and Drug Inc. and Eckerd Corporation. Mr. Vasos is a director of the Retail Industry Leaders Association. | | | Select Qualifications and Experience: • Successful track record of driving profitable growth at Dollar General Corporation through strong execution, digital transformation, and a people-centric philosophy. • Extensive retail executive and management experience, including in merchandising, operations, marketing, advertising, global procurement, supply chain, and store development. | | | Other Public Directorships: • Dollar General Corporation (since 2015) |

  33. 2025 Nominees for Director

    | 12 | |

  34. 2025 Nominees for Director

    | David K. Wilson | | | Age: 70 Director Since: 2014 KeyCorp Committee(s): • Risk | Biography: Until his retirement in January 2014, Mr. Wilson served in a variety of positions with the Office of the Comptroller of the Currency (“OCC”) over the course of a 32-year career, including as Examiner-In-Charge (“EIC”) of two global banks and in a number of policy focused roles. In 2009, Mr. Wilson transitioned from Large Bank EIC into policy work, initially as Senior National Bank Examiner and co-chair of the OCC’s National Risk Committee. In 2010, he was appointed Deputy Comptroller for Credit and Market Risk. He then briefly served as Senior Deputy Comptroller and Chief National Bank Examiner before returning to the field as an EIC. Mr. Wilson also has served as an independent consultant focusing on bank regulatory and risk strategy matters. He is also a member of the board of directors of KeyBank National Association. | | | Select Qualifications and Experience: • Significant bank regulatory and risk strategy expertise, including providing advice and counsel to the Comptroller of the Currency, testifying before Congress, developing policy, and participating in regulatory rulemaking following the Dodd-Frank Act. • Extensive experience and understanding of the financial services regulatory climate, including participating in the Financial Stability Oversight Council (“FSOC”), serving as the OCC representative on FSOC’s Systemic Risk Committee, and chairing the Federal Financial Institutions Examination Council Task Force on Supervision. |

  35. 2025 Nominees for Director

    | | 13 |

  36. 2025 Nominees for Director

    The Board is currently comprised of 14 independent directors and one member of management (Mr. Gorman). Six of our 14 independent directors have joined the Board since 2020. The median tenure of our current Board members is eight years.

  37. 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; |

  38. Scotiabank Investment Agreement

    Scotiabank Investment Agreement In August 2024, KeyCorp entered into the Investment Agreement with Scotiabank, pursuant to which Scotiabank agreed to purchase, in two closings, such number of common shares that, taken together with all other common shares then owned by Scotiabank and its affiliates, would represent approximately 14.9% of the issued and outstanding common shares on a post-transaction basis. The first closing occurred in August 2024, and the second closing occurred in December 2024. Pursuant to the Investment Agreement, Scotiabank is subject to certain transfer restrictions on the common shares, which expire in December 2025, and to certain standstill restrictions, which expire on the earliest to occur of a change of control of KeyCorp and December 2029, in each case subject to certain exceptions. Scotiabank is also subject to certain voting restrictions until its holdings of common shares fall below a specified threshold. Pursuant to the Investment Agreement, and subject to certain limitations, Scotiabank has certain registration rights and preemptive rights, which preemptive rights expire after Scotiabank’s holdings of common shares fall below a specified threshold. In addition, under the Investment Agreement, Scotiabank is entitled to designate up to two directors to the Board, subject to specified minimum ownership requirements. For more information on these designation rights, please see “Scotiabank Director Designation Rights” on page 4 of this proxy statement. The Investment Agreement also provides that KeyCorp has a right of first offer with respect to certain sales of common shares by Scotiabank.

  39. 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 21, 2025. Deferred shares, performance units, and restricted stock units payable in common shares to executive officers, but not on or within 60 days of March 21, 2025, 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 29 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. |

  40. 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. |

  41. 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 Deferred Equity Allocation Plan; and (iii) the KeyCorp Directors’ Deferred Share Plan. Shareholders approved the Equity Plan at the 2023 Annual Meeting of Shareholders. At December 31, 2024, 29,269,060 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, 2024, 2,167,694 common shares remained available for future issuance under the DSP Plan.

  42. Equity Compensation Plan Information

    | | 27 |

  43. Equity Compensation Plan Information

    The following table provides information about KeyCorp’s equity compensation plans as of December 31, 2024:

  44. 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) | 4,378,773 | 18.73 | 31,436,754 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 4,378,773 | 18.73 | 31,436,754 |

  45. Equity Compensation Plan Information

    | (1) The table does not include 24,152,793 unvested shares of time-lapsed and performance-based restricted stock units awarded under the Equity Plan and the 2013 Plan. These unvested restricted stock units were issued when awarded and consequently are included in KeyCorp’s common shares outstanding. |

  46. 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. |

  47. 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 162 of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”), which was filed with the SEC on February 21, 2025.

  48. Equity Compensation Plan Information

    | 28 | |

  49. Equity Compensation Plan Information

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

  50. Table of Contents

    | Other Elements of Compensation | 40 | | How We Make Pay Decisions | 42 | | Policies and Practices Related to the Grant of Certain Equity Awards | 47 |

  51. Compensation Philosophy

    | Our Principles: | How They Were Applied in 2024: | | We balance risk and reward in our compensation programs through a strong governance process | Our compensation programs are subject to a robust governance process overseen by the Compensation Committee. We design our compensation programs to appropriately balance risk and reward, and we regularly monitor these programs to determine whether they inadvertently create incentives that encourage risk-taking outside of our risk tolerances, as described below in more detail under “Balancing Risk and Reward” beginning on page 40 of this proxy statement. In addition to these processes, we also incorporate risk elements directly into the design of our Annual Incentive Plan. We subject our compensation to adjustment based on actual risk and financial outcomes: For the 2024 Annual Incentive Plan, we included risk excellence measures as a component of “Operational Excellence,” in recognition of the heightened regulatory environment we operated in during 2024 (see “2024 Annual Incentive Plan Performance & Funding” beginning on page 34 of this proxy statement for more information). Compensation paid under our incentive programs is subject to a robust risk-adjustment policy based on actual risk outcomes and financial results, including possible clawback or pool-level incentive plan funding reductions, as described below in more detail under “Balancing Risk and Reward.” |

  52. Total Pay for our Named Executive Officers

    | * Long-Term Incentive information excludes the Capital and Earnings Improvement Awards. More information about those awards is available under “2024 Capital and Earnings Improvement Awards” beginning on page 36 of this proxy statement. The vehicles and vesting schedules of long-term incentives granted in 2025 are described below under “2025 Long-Term Incentives” beginning on page 36. |

  53. Total Pay for 2024 Performance

    | | Total Pay | | | | | Name | Base Salary($) | Actual 2024 Annual Incentive Award ($)(1) | 2025 Target Long-Term Incentive Award ($)(2)(3) | Total Pay($) | | Christopher M. Gorman | $1,200,000 | $2,700,000 | $6,900,000 | $10,800,000 | | Clark Khayat | $600,000 | $1,800,000 | $2,000,000 | $4,400,000 | | Andrew J. “Randy” Paine III | $600,000 | $2,100,000 | $2,600,000 | $5,300,000 | | Angela G. Mago | $600,000 | $1,100,000 | $1,300,000 | $3,000,000 | | Amy G. Brady | $700,000 | $1,200,000 | $1,500,000 | $3,400,000 |

  54. Total Pay for 2024 Performance

    | (1) Represents the annual incentive paid in 2025 for 2024 performance. |

  55. Total Pay for 2024 Performance

    | (2) We generally consider long-term incentives granted during a given year to be part of the prior year’s total pay opportunity. The amounts reflected in the table differ from those reported for 2024 in the Summary Compensation Table on page 49 of this proxy statement, which reflects any long-term incentives granted during a given year (including one-time awards), rather than after year-end, even if awarded for services performed for a prior year. The Summary Compensation Table on page 49 reflects awards granted in 2024 for 2023 performance. |

  56. 2024 Annual Incentive Plan Performance & Funding

    2024 Annual Incentive Plan Performance & Funding All executive officers, along with most Key employees who are not paid from a business-unit specific incentive plan, were eligible to receive discretionary cash incentive pay under our 2024 Annual Incentive Plan.

  57. 2024 Annual Incentive Plan Performance & Funding

    | • | Funding of annual incentives is based on achievement of financial and strategic goals, shown below for the 2024 performance year, compared to pre-established targets approved by the Compensation Committee in the first quarter of 2024. Funding under the 2024 Annual Incentive Plan is capped at 150%, with 0% funding for executive officers if a threshold level of performance was not achieved. |

  58. 2024 Annual Incentive Plan Performance & Funding

    | • | Actual incentives awarded to our executive officers may and do vary from this funding level. Our practices generally do not allow an executive officer to receive more than 200% of the annual incentive target to be paid in cash. |

  59. 2024 Annual Incentive Plan Performance & Funding

    For the 2024 performance period, the Compensation Committee approved a funding rate of 100.6%. Adjusted EPS and ROTCE performed slightly below target levels, offset by favorable performance on CET1, driven by lower risk-weighted assets combined with material reductions in loans, and relative performance to peers and operational excellence in line with expected results. The Compensation Committee believes this funding rate recognizes the actions taken by Management to deliver this level of performance.

  60. 2024 Annual Incentive Plan Performance & Funding

    | KeyCorp 2024 Annual Incentive Plan | | | | | | | | | | Performance Required for Payout | | | | | | | | Performance Goals* Funding% | Min. 50% | Middle 100% | Max. 150% | Actual Result | Funding Rate | Weight | Final Funding | | Adjusted Earnings Per Share (EPS)(1) | $0.97 | $1.15 | $1.20 | $1.14 | 97.3% | 20% | 19.5% | | Adjusted Return on Tangible Common Equity (ROTCE)(1) | 9.9% | 11.6% | 12.2% | 11.3% | 87.5% | 20% | 17.5% | | CET1 | 9.8% | 10.0% | 10.5% | 10.9% | 150% | 10% | 15.0% | | Relative Performance to Peers(2) | Bottom Quartile | Middle Quartile | Top Quartile | Middle Quartile | 100% | 20% | 20.0% | | Operational Excellence(3) | Objective Assessment | | | Meets | 100% | 30% | 30.0% | | Calculated Funding | | | | | | | 102.0% | | Compensation Committee Approved Funding Rate | | | | | | | 100.6% |

  61. 2024 Annual Incentive Plan Performance & Funding

    | (1) Adjusted EPS and Adjusted ROTCE exclude notable items and any other items agreed to by the Compensation Committee, as well as to remove the impact of the change in loan and lease loss provision and other unplanned items, each as further described below under the heading “Definitions of Certain Financial Goals.” |

  62. 2024 Annual Incentive Plan Performance & Funding

    | (2) The Compensation Committee determined that our overall performance relative to peers with respect to Revenue Growth, PPNR Growth, and Net Charge-Offs/Average Loans was in the Middle Quartile for each measure. |

  63. 2024 Annual Incentive Plan Performance & Funding

    | (3) Performance against operational excellence metrics was in line with expectations in 2024. With respect to our workforce, workplace and marketplace goals, we either met or exceeded expectations. We also made progress on our goal of achieving risk management excellence, working diligently throughout the year to improve our risk profile by proactively self-identifying and sustainably remediating issues. |

  64. 2024 Annual Incentive Plan Performance & Funding

    | 34 | |

  65. Results of 2022 Performance Awards

    Results of 2022 Performance Awards In February 2022, 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 2022 long-term incentive plan. However, because our financial performance for the 2022-2024 performance period was below the threshold levels set out in our long-term incentive plan, the Compensation Committee certified a final performance level for our 2022 long-term incentive plan of 0%, as described below.

  66. Results of 2022 Performance Awards

    | 2022-2024 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 | 18% ile | 0% | | Cumulative Earnings Per Share | 50% | $5.49 | $7.32 | $9.15 | $4.63 | 0% | | Calculated Performance | | | | | | 0% | | TSR vs. Peers Modifier(2) | | | | | | N/A | | Committee Approved Performance | | | | | | 0% |

  67. Results of 2022 Performance Awards

    | • | Our underperformance on earnings caused Key’s ROTCE to fall to the bottom quartile of our Peer Group, resulting in below-threshold performance on this measure as well. |

  68. 2025 Long-Term Incentives

    2025 Long-Term Incentives As part of their total pay opportunity, our NEOs are eligible to receive long-term incentive awards granted as part of our regular long-term incentive award cycle in the first quarter of each fiscal year, based on the Compensation Committee’s assessment of each NEO’s prior year performance and anticipated future contributions. 70% of 2025 long-term incentives were delivered as “performance-based” compensation in the form of Performance Awards (60%) and premium-priced stock options (10%) with the balance delivered as restricted stock units (30%).

  69. 2025 Long-Term Incentives

    | | 35 |

  70. 2025 Long-Term Incentives

    2025 Long-Term Incentive Design

  71. 2025 Long-Term Incentives

    | Vehicle | % of Total LTIC Value | Vesting Period | Performance Features | | Performance Awards | 60% | 3-year cliff vesting | • Performance hurdle tied to Key’s then-applicable minimum regulatory capital requirement (plus any required capital buffer) must be met before final vesting of award can be determined. • Final payout can range between 0% to 150% of target based on our performance measured against goals established at the beginning of the applicable performance period based on the following metrics: 1. Adjusted ROTCE vs. Peers 2. Cumulative Adjusted EPS • Performance score is subject to further adjustment by application of a modifier of +/- 15% based on our relative TSR performance over the performance period. • Value of final payout, if any, depends on the performance of our stock price. • Payout can be reduced based on the Compensation Committee’s evaluation of our performance against the ERM Dashboard, execution of strategic priorities, and other factors (as appropriate). | | 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 incentives that may be associated with stock options or performance awards. | | Premium-Priced Stock Options | 10% | 4-year annual ratable vesting | • Since 2021, stock options have been granted with a 10% premium on the exercise price, requiring greater positive performance of our stock price 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 since 2013. |

  72. 2024 Capital and Earnings Improvement Awards

    | • | In recognition of the impact that the 0% payout of the 2022 Performance Awards would have on Key’s ability to retain the employees we need to continue to operate effectively and generate value for shareholders, the Compensation Committee granted cash retention awards to current employees who were holders of the 2022 Performance Awards. Our executive leadership team (including our NEOs) were excluded from the cash retention awards, which were payable at approximately the same time as the 2022 Performance Awards would have otherwise vested. |

  73. 2024 Capital and Earnings Improvement Awards

    As a result, in December 2024, consistent with our pay for performance philosophy, the Compensation Committee determined that the executive leadership team (including our NEOs) would be granted the Capital & Earnings Improvement Awards, which require specific performance, accretive to shareholder value, for any value to be realized by an individual executive. These awards provide our NEOs with the opportunity to earn compensation for delivering on the potential of the strategic minority investment. No award will be earned unless the vesting and performance conditions are satisfied, and the NEO remains employed through the two-year performance period. The delivery of any shares earned from the awards will be deferred for an additional year after the end of the vesting period, further supporting our objectives of retention and long-term alignment between our NEOs and our shareholders. The maximum payout level for the Capital and Earnings Improvement Awards is 150% of the target number of performance shares. Further, the Compensation Committee imposed a limit on the value realizable by an NEO by capping the vesting date value of any shares earned under a Capital and Earnings Improvement Award (which cannot exceed 150% of the target number of performance shares subject to the award) at no more than 250% of the grant date value of the target number of performance shares. The design elements of the Capital and Earnings Improvement Awards are described in further detail below.

  74. 2024 Capital and Earnings Improvement Awards

    | Design Element | Description | | Form of Award | Share-settled performance award, number of shares delivered ranging from 0% – 150% of target amount granted depending on achievement of performance goals | | Performance Period | 2-year performance measurement period, from January 1, 2025 through December 31, 2026 | | Vesting Date | Award will fully vest based on Compensation Committee determination and certification of performance under the award at its January 2027 meeting | | Post-Vesting Holding Period (Deferred Settlement) | Any award earned and vested based on the achievement of performance conditions will be subject to an additional mandatory one-year holding period—any earned shares will be delivered following the completion of that holding period in January 2028 | | Vesting Hurdle | Conditional vesting of 100% of award, provided that Key’s regulatory capital on December 31, 2026 is at or above the then-applicable regulatory minimum plus any required capital buffer, subject to the achievement of the performance conditions described below | | Performance Conditions | Overall number of shares earned depends on achievement of predetermined Marked CET1 and Cumulative EPS targets | | Maximum Payout Level | 150% of target number of performance shares | | Value Cap | The number of performance shares earned (which cannot exceed 150% of target) will be reduced as necessary so that the vesting date value of the earned shares does not exceed 2.5X the grant date value of the target number of performance shares. Vesting value will be determined by multiplying the number of shares earned under the award, if any, by the closing price of Key’s stock on the vesting date | | Impact of Termination of Employment | Voluntary resignation or involuntary termination (other than due to death or disability, or in connection with a change in control) prior to vesting date would result in forfeiture; subject to standard “double-trigger” treatment in connection with a change of control (requires qualifying termination of employment following change of control, as described in the Potential Payments Upon Termination or Change of Control table on pages 58 and 59 of this proxy statement) |

  75. 2024 Capital and Earnings Improvement Awards

    The Compensation Committee selected Marked CET1 and Cumulative EPS as performance metrics for the Capital and Earnings Improvement Awards to align with Key’s publicly disclosed goals following the investment. The selected metrics balance the goals of increasing shareholder returns with ensuring that Key remains well capitalized. The Compensation Committee believes that the awards will ensure that our NEOs are focused on maximizing the value of the investment to enable Key to deliver long-term, meaningful value to our shareholders. The awards also provide an opportunity for our NEOs to earn additional compensation payable in Key common shares at the conclusion of the total three-year period, increasing alignment with shareholder interests. In determining the size of the awards for each NEO, the Compensation Committee considered several factors, including the ability of each NEO to impact our performance as it relates to the goals for the investment, the size of the award as a multiple of the core long-term incentive award (i.e., in the range of 1.0x to 1.5x the core long-term incentive award) and how that compared to market practice for similar awards, and the value of each NEO’s unvested long-term incentive awards. The dollar value of the target Capital and Earnings Improvement Award, and the number of shares (at target) for each named executive officer was:

  76. CEO Proxy Reported Pay vs. Realized Pay

    CEO Proxy Reported Pay vs. Realized Pay Our executive compensation program is designed so that the value our executives actually realize from our compensation program is directly linked to shareholder value. With respect to our CEO, we achieve this by delivering a substantial portion of our CEO’s pay in the form of long-term incentives and selecting performance metrics that are closely linked to our total shareholder return. This means that his Realized Pay (the amount he actually receives in a given year) is tied directly to our share price performance and the achievement of our long-term financial goals, and may differ significantly from the pay reported in the Summary Compensation Table (“SCT”), which reflects the accounting value of long-term incentives at the time of grant. As a result, we believe it is useful to compare Mr. Gorman’s Adjusted SCT Pay (as defined below) to his Realized Pay between 2022 and 2024, with our total shareholder return for the same period, as illustrated below. This information below regarding our CEO’s Realized Pay is provided as a supplement to the information included in the Summary Compensation Table on page 49 of this proxy statement and the Pay Versus Performance Disclosure on page 64 and is not intended as a substitute for the information included in either section.

  77. CEO Proxy Reported Pay vs. Realized Pay

    | • | “Realized Pay” as the sum of (i) actual base salary and annual incentives paid for the applicable year plus (ii) the amount reported as income upon vesting of performance awards, restricted stock units, or exercise of stock options, in each case occurring during the applicable year. |

  78. Retirement Programs

    Retirement Programs Our NEOs are eligible to participate in our qualified 401(k) Savings Plan on the same basis as all other eligible employees. In 2024, the 401(k) Savings Plan provided for matching contributions up to 100% of the amount deferred, up to 7% of eligible pay, subject to applicable Internal Revenue Service (“IRS”) limitations. Our NEOs also are eligible to participate in our non-qualified Second Deferred Savings Plan, which provides a select group of highly compensated individuals with the ability to defer compensation in excess of what is eligible to be deferred to the 401(k) Savings Plan. There are no mandatory company matching contributions under the Second Deferred Savings Plan, but Key may make a discretionary company contribution to participant accounts under the Second Deferred Savings Plan in limited circumstances for participants who do not earn the full company matching contribution under the 401(k) Savings Plan as a result of their Second Deferred Savings Plan deferral elections. The matching (and profit sharing, if applicable) contributions made to the 401(k) Savings Plan and any matching contributions made to the Second Deferred Savings Plan on behalf of the NEOs are included in the “All Other Compensation” column to the 2024 Summary Compensation Table on page 49 of this proxy statement. Additional information about our nonqualified deferred compensation programs (the Long-Term Incentive Deferral Plan, the Second Deferred Savings Plan and its predecessor, the Deferred Savings Plan) is included in the narrative to the 2024 Nonqualified Deferred Compensation Table beginning on page 57 of this proxy statement. Ms. Mago and Messrs. Gorman and Paine participated in our Consolidated Cash Balance Pension Plan and Second Excess Cash Balance Pension Plan, each of which were frozen effective December 31, 2009. Additional information about our pension programs is included in the narrative to the 2024 Pension Benefits Table beginning on page 56 of this proxy statement. 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.

  79. 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 $690,000 in 2024). 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 58 and 59 of this proxy statement.

  80. 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 58 and 59 of this proxy statement.

  81. Change of Control Agreements

    | | 41 |

  82. How We Set Target Total Pay

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

  83. 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 2024, the Compensation Committee decided to continue to use the same Peer Group as 2023. 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. 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 2024 Peer Group are listed below in alphabetical order.

  84. Peer Group

    | • | Citizens Financial Group, Inc. |

  85. Peer Group

    | • | Comerica Incorporated |

  86. Peer Group

    | • | Fifth Third Bancorp |

  87. Peer Group

    | • | Huntington Bancshares Incorporated |

  88. Peer Group

    | • | M&T Bank Corporation |

  89. Peer Group

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

  90. Peer Group

    | • | Regions Financial Corporation |

  91. Peer Group

    | • | Truist Financial Corporation |

  92. Peer Group

    | • | U.S. Bancorp |

  93. Peer Group

    | • | Zions Bancorporation |

  94. Peer Group

    | 42 | |

  95. Peer Group

    As of December 31, 2024, the average asset size, full year adjusted revenue, and market capitalization of the Peer Group compared to our asset size, total adjusted revenue, and market capitalization is set forth in the table below:

  96. Peer Group

    | * Data sourced from S&P Capital IQ. Full Year Adjusted Revenue adjusted to include nonrecurring revenue. |

  97. 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. 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 2024 did not raise a conflict of interest and that CAP is independent.

  98. Definitions of Certain Financial Goals

    | • | Total Shareholder Return: Based on average closing share price over the last 20 trading days in the base year (i.e., for performance shares awarded in 2022, the last 20 trading days of 2021) versus average closing share price in the last 20 days in year three, plus investment of dividends paid during the measurement period. |

  99. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards We do not schedule the grant of stock options or other equity awards in anticipation of the disclosure of material nonpublic information, and we do not schedule the disclosure of material nonpublic information based on the timing of grants of stock options or other equity awards. We have not adopted a formal policy that would require us to grant, or to avoid granting, stock options or other equity awards at certain times. In practice, however, as part of our regular annual long-term incentive grant cycle, the Compensation Committee generally grants stock options and other equity awards to our executives in the first quarter of each year, typically at its meeting in or around the month of February. The dates for Compensation Committee meetings generally are set well in advance and on a fairly consistent cadence from year to year. However, the Compensation Committee is authorized to grant stock options and other equity awards at other times during the year. Consistent with our historic grant practices for regular annual long-term incentive awards to our executives, the Compensation Committee granted stock options to our NEOs at its meeting on February 16, 2024. As has been the case with all stock options granted to our NEOs since 2021, the exercise price of the stock options granted to our NEOs on February 16, 2024, was 110% of the closing price of our stock on that date. We filed our annual report on Form 10-K for the 2023 fiscal year on February 22, 2024, which was four business days after February 16, 2024, and more than one month after we issued the earnings release announcing our 2023 fourth quarter and full year financial results. Accordingly, while we do not believe that the annual report on Form 10-K included material nonpublic information, we are providing the following information relating to stock options granted to our named executive officers during fiscal year 2024, as required by SEC rules.

  100. Policies and Practices Related to the Grant of Certain Equity Awards

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($) | Grant Date Fair Value of the Award ($) | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information (%) | | Christopher M. Gorman | 2/16/2024 | 204,081 | $15.48 | $699,998 | 0% | | Clark Khayat | 2/16/2024 | 43,731 | 15.48 | 149,997 | 0 | | Andrew J. “Randy” Paine III | 2/16/2024 | 64,139 | 15.48 | 219,997 | 0 | | Angela G. Mago | 2/16/2024 | 55,393 | 15.48 | 189,998 | 0 | | Amy G. Brady | 2/16/2024 | 43,731 | 15.48 | 149,997 | 0 |

  101. Policies and Practices Related to the Grant of Certain Equity Awards

    | | 47 |

  102. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth the compensation paid to, awarded to, or earned by our NEOs with respect to the years ended December 31, 2024, 2023, and 2022, to the extent applicable.

  103. 2024 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 ($) (See chart below)(5) | Total ($)(6) | | Christopher M. Gorman Chairman and CEO | 2024 | 1,200,000 | — | 13,870,278 | 699,998 | 2,700,000 | 40,879 | 127,457 | 18,638,612 | | | 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 | | Clark Khayat CFO | 2024 | 600,000 | — | 4,278,958 | 149,997 | 1,800,000 | — | 23,000 | 6,851,955 | | | 2023 | 600,000 | | 1,079,965 | 119,997 | 825,000 | — | 22,500 | 2,647,462 | | Andrew J. “Randy” Paine III Head of Institutional Bank | 2024 | 600,000 | — | 4,593,538 | 219,997 | 2,100,000 | 31,405 | 23,000 | 7,567,940 | | | 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 | | Angela G. Mago CHRO | 2024 | 600,000 | — | 3,692,672 | 189,998 | 1,100,000 | 21,216 | 23,000 | 5,626,886 | | | 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 | | Amy G. Brady Chief Information Officer | 2024 | 700,000 | — | 2,972,174 | 149,997 | 1,200,000 | — | 23,000 | 5,045,171 | | | 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 |

  104. 2024 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 2024 Annual Report for an explanation of the assumptions made in valuing these awards. |

  105. 2024 Summary Compensation Table

    | On February 16, 2024, each NEO 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 2024 annual grant cycle. On February 16, 2024, the target number of cash performance shares and/or restricted stock units, as applicable, awarded to a NEO was determined by dividing the dollar amount of the NEO’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 16, 2024, the closing price of our common shares was $14.07. This column also includes the grant date fair value of Capital and Earnings Improvement awards that were granted to each NEO on December 30, 2024. |

  106. 2024 Summary Compensation Table

    | The following table illustrates the portion of the aggregate grant date fair value reported in this column for 2024 for each of our NEOs that is attributable to each of the stock awards granted during fiscal 2024: |

  107. 2024 Summary Compensation Table

    | Name | Cash Performance Shares ($) | Restricted Stock Units ($) | Capital and Earnings Improvement Awards ($) | | Christopher M. Gorman | $4,199,993 | $2,099,990 | $7,570,295 | | Clark Khayat | $899,988 | $449,987 | $2,928,983 | | Andrew J. “Randy” Paine III | $1,319,991 | $659,996 | $2,613,551 | | Angela G. Mago | $1,139,994 | $569,990 | $1,982,688 | | Amy G. Brady | $899,988 | $449,987 | $1,622,199 |

  108. 2024 Summary Compensation Table

    | | 49 |

  109. 2024 Summary Compensation Table

    | If our performance during the measurement period resulted in the maximum number of 2024 cash performance shares and the maximum amount of shares under the Capital and Earnings Improvement Awards vesting, our executives would be entitled to a maximum award with a grant date fair value of the maximum award set forth in the following table. |

  110. 2024 Summary Compensation Table

    | NEO | Grant Date Fair Value of Cash Performance Shares at Maximum Award ($) | Grant Date Fair Value of Capital and Earnings Improvement Award at Maximum Award ($) | | Christopher M. Gorman | 6,299,990 | 11,355,442 | | Clark Khayat | 1,349,982 | 4,393,474 | | Andrew J. “Randy” Paine III | 1,979,987 | 3,920,327 | | Angela G. Mago | 1,709,991 | 2,974,032 | | Amy G. Brady | 1,349,982 | 2,433,299 |

  111. 2024 Summary Compensation Table

    | Additional information about the stock awards granted to our NEOs in 2024 can be found in the 2024 Grants of Plan-Based Awards Table on page 51 of this proxy statement. |

  112. 2024 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 16, 2024, each NEO 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 16, 2024, the date of grant. See Note 17 to the Consolidated Financial Statements contained in our 2024 Annual Report for an explanation of the assumptions made in valuing stock options granted to our NEOs in 2024. |

  113. 2024 Summary Compensation Table

    | (3) Amounts reported as “Non-Equity Incentive Plan Compensation” reflect annual incentives earned by each NEO for the applicable year and paid in the immediately following year. |

  114. 2024 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 NEOs, effective December 31, 2009, as described in the narrative to the 2024 Pension Benefits Table beginning on page 56 of this proxy statement. No above market or preferential earnings were paid to any NEO on nonqualified deferred compensation. |

  115. 2024 Summary Compensation Table

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

  116. 2024 Summary Compensation Table

    | Name | Executive Physical ($)(a) | Executive Security ($)(b) | Transportation ($)(c) | Insurance Policy ($)(d) | Matching Contribution ($)(e) | Total ($) | | Christopher M. Gorman | 3,427 | 2,649 | 98,231 | 150 | 23,000 | 127,457 | | Clark Khayat | — | — | — | — | 23,000 | 23,000 | | Andrew J. “Randy” Paine III | — | — | — | — | 23,000 | 23,000 | | Angela G. Mago | — | — | — | — | 23,000 | 23,000 | | Amy G. Brady | — | — | — | — | 23,000 | 23,000 |

  117. 2024 Summary Compensation Table

    | (a) The maximum benefit utilized by any NEO was $3,427. For privacy reasons, this amount is shown for Mr. Gorman, regardless of actual usage. |

  118. 2024 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. |

  119. 2024 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 $96,922 in value attributable to Mr. Gorman’s personal use of Key’s aircraft during 2024. 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 $1,309 in value attributable to Mr. Gorman’s use of Key’s car and driver during 2024. 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. In some cases, NEOs other than Mr. Gorman may be provided with personal use of the corporate aircraft and car or driver. |

  120. 2024 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. |

  121. 2024 Summary Compensation Table

    | 50 | |

  122. 2024 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 41 of this proxy statement. |

  123. 2024 Summary Compensation Table

    | (6) The following table sets forth detail about the amounts reported in the “Total” column excluding the grant date fair value of the one-time Capital & Earnings Improvement Awards granted to the NEOs on December 30, 2024. This footnote is intended as a supplement to, and not a substitute for, the information required to be disclosed in the Summary Compensation Table. |

  124. 2024 Summary Compensation Table

    | Name | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation (Excluding Capital & Earnings Improvement Awards) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total (Excluding Capital and Earnings Improvement Awards) ($) | | Christopher M. Gorman | 2024 | 1,200,000 | — | 6,299,983 | 699,998 | 2,700,000 | 40,879 | $127,457 | 11,068,317 | | Clark Khayat | 2024 | 600,000 | — | 1,349,975 | 149,997 | 1,800,000 | — | $23,000 | 3,922,972 | | Andrew J. “Randy” Paine | 2024 | 600,000 | — | 1,979,987 | 219,997 | 2,100,000 | 31,405 | $23,000 | 4,954,389 | | Angela G. Mago | 2024 | 600,000 | — | 1,709,984 | 189,998 | 1,100,000 | 21,216 | $23,000 | 3,644,198 | | Amy G. Brady | 2024 | 700,000 | — | 1,349,975 | 149,997 | 1,200,000 | — | $23,000 | 3,422,972 |

  125. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table

  126. 2024 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 | — | — | — | — | — | — | — | | | 2/16/24 | — | — | — | 149,253 | 298,507 | 447,760 | — | — | — | 4,199,993 | | | 2/16/24 | — | — | — | — | — | — | — | 204,081 | 15.48 | 699,998 | | | 2/16/24 | — | — | — | — | — | — | 149,253 | — | — | 2,099,990 | | | 12/30/24 | — | — | — | — | 490,940 | 736,410 | — | — | — | 7,570,295 | | Clark Khayat | | 750,000 | 1,500,000 | 3,000,000 | — | — | — | — | — | — | — | | | 2/16/24 | — | — | — | 31,982 | 63,965 | 95,947 | — | — | — | 899,988 | | | 2/16/24 | — | — | — | — | — | — | — | 43,731 | 15.48 | 149,997 | | | 12/16/24 | — | — | — | — | — | — | 31,982 | — | — | 449,987 | | | 12/30/24 | — | — | — | — | 189,947 | 284,920 | — | — | — | 2,928,983 | | Andrew J. “Randy” Paine III | | 950,000 | 1,900,000 | 3,800,000 | — | — | — | — | — | — | — | | | 2/16/24 | — | — | — | 46,908 | 93,816 | 140,724 | — | — | — | 1,319,991 | | | 2/16/24 | — | — | — | — | — | — | — | 64,139 | 15.48 | 219,997 | | | 2/16/24 | — | — | — | — | — | — | 46,908 | — | — | 659,996 | | | 12/30/24 | | | | — | 169,491 | 254,236 | | | | 2,613,551 | | Angela G. Mago | | 550,000 | 1,100,000 | 2,200,000 | — | — | — | — | — | — | — | | | 2/16/24 | — | — | — | 40,511 | 81,023 | 121,534 | — | — | — | 1,139,994 | | | 2/16/24 | — | — | — | — | — | — | — | 55,393 | 15.48 | 189,998 | | | 2/16/24 | — | — | — | — | — | — | 40,511 | — | — | 569,990 | | | 12/30/24 | — | — | — | — | 128,579 | 192,868 | — | — | — | 1,982,688 | | Amy G. Brady | | 650,000 | 1,300,000 | 2,600,000 | — | — | — | — | — | — | — | | | 2/17/23 | — | — | — | 31,982 | 63,965 | 95,947 | — | — | — | 899,988 | | | 2/17/23 | — | — | — | — | — | — | — | 43,731 | 15.48 | 149,997 | | | 2/17/23 | — | — | — | — | — | — | 31,982 | — | — | 449,987 | | | 12/30/24 | — | — | — | — | 105,201 | 157,801 | — | — | — | 1,622,199 |

  127. 2024 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 NEOs for the one-year performance period ended December 31, 2024. The maximum individual opportunity that any NEO 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 are reflected in “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table on page 49 of this proxy statement. |

  128. 2024 Grants of Plan-Based Awards Table

    | (2) Amounts reported in the “Estimated Future Payouts Under Equity Incentive Plan Awards” column include the threshold (50% of target), target, and maximum (150% of target) long-term incentive awards in the form of cash performance shares granted to the NEOs during our 2024 annual grant which, which can be earned for the three-year performance period beginning on January 1, 2024, and ending December 31, 2026. This column also includes the Capital and Earnings Improvement Awards granted to each NEO on December 30, 2024. These amounts reflect the target (100%) and maximum (150% of target) in the form of performance shares that each NEO could |

  129. 2024 Grants of Plan-Based Awards Table

    | | 51 |

  130. 2024 Grants of Plan-Based Awards Table

    | earn for a 2-year performance period beginning January 1, 2025 and ending on December 31, 2026. Our cash performance share awards and the Capital and Earnings Improvement Awards are discussed in the “Compensation Discussion and Analysis” section of this proxy statement. Please see footnote 1 to the 2024 Summary Compensation Table for a discussion of how we arrive at the grant date fair value of these awards. All performance shares (whether cash-settled or stock settled) 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 award. |

  131. 2024 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 NEOs during 2024. The restricted stock units granted on February 16, 2024 vest in four equal annual installments following the grant date. |

  132. 2024 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 NEOs February 16, 2024. Stock options granted in 2024 generally vest in four equal annual installments following the grant date. |

  133. 2024 Grants of Plan-Based Awards Table

    | (5) We set the exercise price of all stock options at 110% of the $14.07 closing price of our common shares on February 16, 2024, the grant date. Please see footnote 2 to the 2024 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. |

  134. 2024 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 2024 Annual Report. |

  135. 2024 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 58 and 59 of this proxy statement.

  136. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    2024 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information for each NEO with respect to (i) each stock option that had not been exercised and remained outstanding as of December 31, 2024, (ii) each award of restricted stock units that had not vested and remained outstanding as of December 31, 2024, and (iii) each award of performance shares or cash performance shares that had not vested and remained outstanding as of December 31, 2024.

  137. 2024 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 | 2/16/2015 | 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 | 108,108 | — | 18.98 | 2/24/2030 | — | — | — | — | | | 2/15/2021 | 95,414 | 31,804 | 20.98 | 2/15/2031 | — | | | | | | 2/14/2022 | 62,284 | 62,283 | 28.50 | 2/14/2032 | | | | | | | 2/17/2023 | 41,371 | 124,113 | 21.07 | 2/17/2033 | | | | | | | 2/16/2024 | — | 204,081 | 15.48 | 2/16/2034 | | | | | | | Aggregate non- option awards | — | — | — | — | 320,081 | 5,486,193 | 929,665 | 15,934,466 | | Clark Khayat | 2/18/2019 | 22,801 | — | 17.51 | 2/18/2029 | — | — | — | — | | | 2/24/2020 | 23,648 | — | 18.98 | 2/24/2030 | — | — | — | — | | | 2/15/2021 | 19,971 | 6,656 | 20.98 | 2/15/2031 | — | — | — | — | | | 2/14/2022 | 8,651 | 8,650 | 28.50 | 2/14/2032 | — | — | — | — | | | 2/17/2023 | 7,092 | 21,276 | 21.07 | 2/17/2033 | — | — | — | — | | | 2/16/2024 | — | 43,731 | 15.48 | 2/16/2034 | | | | | | | Aggregate non- option awards | — | — | — | — | 60,796 | 1,042,042 | 278,648 | 4,776,023 |

  138. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | 52 | |

  139. 2024 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 ($) | | Andrew J. “Randy” Paine III | 2/15/2016 | 44,953 | — | 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 | 77,702 | — | 18.98 | 2/24/2030 | — | — | — | — | | | 2/15/2021 | 53,254 | 17,751 | 20.98 | 2/15/2031 | — | — | — | — | | | 2/14/2022 | 21,626 | 21,626 | 28.50 | 2/14/2032 | | | | | | | 2/17/2023 | 14,185 | 42,552 | 21.07 | 2/17/2033 | | | | | | | 2/16/2024 | — | 64,139 | 15.48 | 2/16/3034 | | | | | | | Aggregate non- option awards | — | — | — | — | 109,896 | 1,883,621 | 310,915 | 5,329,082 | | Angela G. Mago | 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 | 54,054 | — | 18.98 | 2/24/2030 | — | — | — | — | | | 2/15/2021 | 33,284 | 11,094 | 20.98 | 2/15/2031 | — | — | — | — | | | 2/14/2022 | 16,436 | 16,435 | 28.50 | 2/14/2032 | | | | | | | 2/17/2023 | 11,230 | 33,687 | 21.07 | 2/17/2033 | | | | | | | 2/16/2024 | — | 55,393 | 15.48 | 2/16/2034 | | | | | | | Aggregate non- option awards | — | — | — | — | 88,104 | 1,510,094 | 247,661 | 4,244,914 | | Amy G. Brady | 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 | 47,297 | — | 18.98 | 2/24/2030 | — | — | — | — | | | 2/15/2021 | 33,284 | 11,094 | 20.98 | 2/15/2031 | | | | | | | 2/14/2022 | 12,976 | 12,975 | 28.50 | 2/14/2032 | | | | | | | 2/17/2023 | 8,865 | 26,595 | 21.07 | 2/17/2033 | | | | | | | 2/16/2024 | — | 43,731 | 15.48 | 2/16/2034 | | | | | | | Aggregate non- option awards | — | — | — | — | 71,069 | 1,218,119 | 199,213 | 3,414,503 |

  140. 2024 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, 2024. |

  141. 2024 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, 2024. The remaining vesting dates are shown in the following table. All options described below vest in four equal annual installments from the grant date. |

  142. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Options Outstanding | Remaining Vesting Dates | | Christopher M. Gorman | 2/15/2021 | 31,804 | 2/17/2025 | | | 2/14/2022 | 62,283 | 2/17/2025, 2/17/2026 | | | 2/17/2023 | 124,113 | 2/17/2025, 2/17/2026, 2/17/2027 | | | 2/16/2024 | 204,081 | 2/17/2025, 2/17/2026, 2/17/2027, 2/17/2028 | | Clark Khayat | 2/15/2021 | 6,656 | 2/17/2025 | | | 2/14/2022 | 8,650 | 2/17/2025, 2/17/2026 | | | 2/17/2023 | 21,276 | 2/17/2025, 2/17/2026, 2/17/2027 | | | 2/16/2024 | 43,731 | 2/17/2025, 2/17/2026, 2/17/2027, 2/17/2028 | | Andrew J. “Randy” Paine III | 2/15/2021 | 17,751 | 2/17/2025 | | | 2/14/2022 | 21,626 | 2/17/2025, 2/17/2026 | | | 2/17/2023 | 42,552 | 2/17/2025, 2/17/2026, 2/17/2027 | | | 2/16/2024 | 64,139 | 2/17/2025, 2/17/2026, 2/17/2027, 2/17/2028 |

  143. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | | 53 |

  144. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Options Outstanding | Remaining Vesting Dates | | Angela G. Mago | 2/15/2021 | 11,094 | 2/17/2025 | | | 2/14/2022 | 16,435 | 2/17/2025, 2/17/2026 | | | 2/17/2023 | 33,687 | 2/17/2025, 2/17/2026, 2/17/2027 | | | 2/16/2024 | 55,393 | 2/17/2025, 2/17/2026, 2/17/2027, 2/17/2028 | | Amy G. Brady | 2/15/2021 | 11,094 | 2/17/2025 | | | 2/14/2022 | 12,975 | 2/17/2025, 2/17/2026 | | | 2/17/2023 | 26,595 | 2/17/2025, 2/17/2026, 2/17/2027 | | | 2/16/2024 | 43,731 | 2/17/2025, 2/17/2026, 2/17/2027, 2/17/2028 |

  145. 2024 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 (110%, for stock options granted after 2020). |

  146. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) This column shows the aggregate number of restricted stock units outstanding as of December 31, 2024. 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.” |

  147. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Shares or Units Outstanding | Remaining Vesting Dates | Vesting Schedules | | Christopher M. Gorman | 2/15/2021 | 20,626 | 2/17/2025 | | | | 2/14/2022 | 49,116 | 2/17/2025, 2/17/2026 | | | | 2/17/2023 | 92,933 | 2/17/2025, 2/17/2026, 2/17/2027 | | | | 2/16/2024 | 157,407 | 2/17/2025, 2/17/2026, 2/17/2027, 2/17/2028 | | | Clark Khayat | 2/15/2021 | 4,316 | 2/17/2025 | | | | 2/14/2022 | 6,820 | 2/17/2025, 2/17/2026 | | | | 2/17/2023 | 15,930 | 2/17/2025, 2/17/2026, 2/17/2027 | | | | 2/16/2024 | 33,729 | 2/17/2025, 2/17/2026, 2/17/2027, 2/17/2028 | | | Andrew J. “Randy” Paine III | 2/15/2021 | 11,511 | 2/17/2025 | | | | 2/14/2022 | 17,053 | 2/17/2025, 2/17/2026 | | | | 2/17/2023 | 31,861 | 2/17/2025, 2/17/2026, 2/17/2027 | | | | 2/16/2024 | 49,471 | 2/17/2025, 2/17/2026, 2/17/2027, 2/17/2028 | | | Angela G. Mago | 2/15/2021 | 7,195 | 2/17/2025 | | | | 2/14/2022 | 12,961 | 2/17/2025, 2/17/2026 | | | | 2/17/2023 | 25,224 | 2/17/2025, 2/17/2026, 2/17/2027 | | | | 2/16/2024 | 42,724 | 2/17/2025, 2/17/2026, 2/17/2027, 2/17/2028 | | | Amy G. Brady | 2/15/2021 | 7,195 | 2/17/2025 | | | | 2/14/2022 | 10,232 | 2/17/2025, 2/17/2026 | | | | 2/17/2023 | 19,913 | 2/17/2025, 2/17/2026, 2/17/2027 | | | | 2/16/2024 | 33,729 | 2/17/2025, 2/17/2026, 2/17/2027, 2/17/2028 | |

  148. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) This column shows the aggregate number of cash performance shares granted to the NEOs in 2023 and 2024 that were outstanding as of December 31, 2024, with the cash performance shares for 2023 shown at 50% and 2024 shown at the target value of 100%, each based on performance as of December 31, 2024. This column also includes the Capital and Earnings Improvement Award at 100% target value. The vesting date of the Capital and Earnings Improvement Awards is the date in the first quarter of fiscal 2027 on which the Compensation Committee certifies the level of achievement of the applicable performance goals. The vesting dates for each award of cash performance shares (including reinvested dividends) are shown in the following table. |

  149. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Shares or Units Outstanding | Remaining Vesting Dates | | Christopher M. Gorman | 2/17/2023 | 123,911 | 2/17/2026 | | | 2/16/2024 | 314,814 | 2/17/2027 | | | 12/30/2024 | 490,940 | 1/10/2027 | | Clark Khayat | 2/17/2023 | 21,241 | 2/17/2026 | | | 2/16/2024 | 67,459 | 2/17/2027 | | | 12/30/2024 | 189,947 | 1/10/2027 | | Andrew J. “Randy” Paine III | 2/17/2023 | 31,862 | 2/17/2026 | | | 2/17/2023 | 10,620 | 2/17/2026 | | | 2/16/2024 | 98,941 | 2/17/2027 | | | 12/30/2024 | 169,491 | 1/10/2027 |

  150. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | 54 | |

  151. 2024 Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Shares or Units Outstanding | Remaining Vesting Dates | | Angela G. Mago | 2/17/2023 | 33,633 | 2/17/2026 | | | 2/16/2024 | 85,449 | 2/17/2027 | | | 12/30/2024 | 128,579 | 1/10/2027 | | Amy G. Brady | 2/17/2023 | 25,552 | 2/17/2026 | | | 2/16/2024 | 67,459 | 2/17/2027 | | | 12/30/2024 | 105,201 | 1/10/2027 |

  152. 2024 Option Exercises and Stock Vested Table

    2024 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, 2024, for the NEOs.

  153. 2024 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 | 38,022 | 36,881 | 2/17/2024(2) | 116,080 | 1,908,992 | | | — | — | 2/24/2024(3) | 16,859 | 293,623 | | | — | — | 2/17/2024(4) | 16,911 | 275,177 | | | — | — | 2/17/2024(5) | 20,841 | 327,630 | | | — | — | 2/17/2024(6) | 27,415 | 413,277 | | | | | | 198,106 | 3,218,699 | | Clark Khayat | — | — | 2/17/2024(2) | 24,295 | 399,539 | | | — | — | 2/24/2024(3) | 3,688 | 64,232 | | | — | — | 2/17/2024(4) | 3,539 | 57,587 | | | — | — | 2/17/2024(5) | 2,895 | 45,511 | | | — | — | 2/17/2024(6) | 4,700 | 70,852 | | | — | — | 5/12/2024(7) | 22,441 | 393,428 | | | | | | 61,558 | 1,031,149 | | Andrew J. “Randy” Paine III | 13,307 | 15,170 | 2/17/2024(2) | 47,683 | 786,189 | | | 21,362 | 105,101 | 2/24/2024(3) | 12,118 | 211,052 | | | 45,000 | 384,282 | 2/17/2024(4) | 9,439 | 153,592 | | | — | — | 2/17/2024(5) | 7,237 | 113,769 | | | — | — | 2/17/2024(6) | 9,400 | 141,704 | | | | | | 85,877 | 1,406,306 | | Angela G. Mago | 3,612 | 4,659 | 2/17/2024(2) | 40,492 | 665,908 | | | 15,011 | 82,265 | 2/24/2024(3) | 8,429 | 146,803 | | | — | — | 2/17/2024(4) | 5,899 | 95,989 | | | — | — | 2/17/2024(5) | 5,500 | 86,462 | | | — | — | 2/17/2024(6) | 7,442 | 112,187 | | | | | | 67,762 | 1,107,349 | | Amy G. Brady | 13,856 | 38,450 | 2/17/2024(2) | 40,492 | 665,908 | | | — | — | 2/24/2024(3) | 7,376 | 128,463 | | | — | — | 2/17/2024(4) | 5,899 | 95,989 | | | — | — | 2/17/2024(5) | 4,342 | 68,258 | | | — | — | 2/17/2024(6) | 5,875 | 88,565 | | | | | | 63,984 | 1,047,183 |

  154. 2024 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. |

  155. 2024 Option Exercises and Stock Vested Table

    | (2) Mss. Brady, and Mago and Messrs. Khayat, Gorman, and Paine each received a grant of performance shares as part of our annual long-term incentive program on February 15, 2021, which were earned based on our performance between 2021 and 2023 and fully vested and were paid in cash on February 17, 2024, except for the awards earned by Mr. Paine, who elected to defer payment on a portion of his performance award under the Long-Term Incentive Deferral Plan (see page 58 of this proxy statement). In particular, Mr. Paine elected to defer payment of 19,754 performance shares, with a vesting date value of $338,588. |

  156. 2024 Option Exercises and Stock Vested Table

    | | 55 |

  157. 2024 Option Exercises and Stock Vested Table

    | (3) Mss. Brady and Mago and Messrs. Khayat, Gorman, and Paine each received a grant of restricted stock units on February 24, 2020, one-quarter of which vested on February 17, 2024. |

  158. 2024 Option Exercises and Stock Vested Table

    | (4) Mss. Brady and Mago and Messrs. Khayat, Gorman, and Paine each received a grant of restricted stock units on February 15, 2021, one-quarter of which vested on February 17, 2025. |

  159. 2024 Option Exercises and Stock Vested Table

    | (5) Mss. Brady and Mago and Messrs. Khayat, Gorman, and Paine each received a grant of restricted stock units on February 14, 2022, one-quarter of which will vest on February 17, 2026. |

  160. 2024 Option Exercises and Stock Vested Table

    | (6) Mss. Brady and Mago and Messrs. Khayat, Gorman, and Paine each received a grant of restricted stock units on February 17, 2023, one-quarter of which will vest on February 17, 2027. |

  161. 2024 Option Exercises and Stock Vested Table

    | (7) Mr. Khayat received a grant of restricted stock units on May 12, 2021, which vested on May 12, 2024. |

  162. 2024 Pension Benefits Table

    2024 Pension Benefits Table The following table presents information about the NEOs’ participation in KeyCorp’s defined benefit pension plans. Values for participating NEOs are reported as of December 31, 2024. NEOs who have not participated in KeyCorp’s defined benefit pension plans are excluded from this table.

  163. 2024 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 | 244,813 | — | | | Second Excess Cash Balance Pension Plan | 18 | 802,844 | — | | Andrew J. “Randy” Paine III | Consolidated Cash Balance Pension Plan | 16 | 244,900 | | | | Second Excess Cash Balance Pension Plan | 16 | 559,960 | — | | Angela G. Mago | Consolidated Cash Balance Pension Plan | 22 | 432,379 | | | | Second Excess Cash Balance Pension Plan | 22 | 111,340 | — |

  164. 2024 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 NEOs, could participate. Credited service for Pension Plan and Excess Plan purposes was frozen as of December 31, 2009. Vesting service, however, continues to accrue.

  165. 2024 Nonqualified Deferred Compensation Table

    2024 Nonqualified Deferred Compensation Table The following table shows the nonqualified deferred compensation activity for the NEOs for 2024 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 2024 on behalf of any of our NEOs.

  166. 2024 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 | — | — | 647,382 | — | 8,491,664 | | Clark Khayat – Deferred Savings Plan | — | — | — | — | — | | Clark Khayat – Second Deferred Savings Plan | — | — | — | — | — | | Andrew J. “Randy” Paine III – Deferred Savings Plan | — | — | 709,728 | — | 4,630,841 | | Andrew J. “Randy” Paine III – Second Deferred Savings Plan | 273,750 | — | 194,109 | — | 1,943,171 | | Andrew J. “Randy” Paine III – Long-Term Incentive Deferral Plan | 277,943 | — | 60,646 | — | 1,359,740 | | Angela G. Mago – Deferred Savings Plan | — | — | 309,215 | — | 2,302,307 | | Angela G. Mago – Second Deferred Savings Plan | — | — | 243,944 | — | 2,205,466 | | Amy G. Brady – Deferred Savings Plan | — | — | 602,969 | — | 2,910,462 | | Amy G. Brady – Second Deferred Savings Plan | 455,000 | — | 455,051 | — | 3,686,899 |

  167. 2024 Nonqualified Deferred Compensation Table

    | (1) Executive contributions to the SDSP in the last fiscal year are reflected in the 2024 Summary Compensation Table on page 49 of this proxy statement. KeyCorp did not make any Company contributions to the SDSP, DSP or Long-Term Incentive Deferral Plan in 2024 on behalf of any of our NEOs. |

  168. 2024 Nonqualified Deferred Compensation Table

    | (2) Aggregate earnings (losses) in the last fiscal year are not reflected in the 2024 Summary Compensation Table on page 49 of this proxy statement because the earnings (losses) were neither preferential nor above-market. |

  169. 2024 Nonqualified Deferred Compensation Table

    | (3) The aggregate balances at the last fiscal year-end represent the total ending account balance on December 31, 2024, for each NEO 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 2021 cash performance share award (otherwise payable in 2024) 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. Paine’s executive contributions of $1,688,608, and KeyCorp contributions of $40,800; Ms. Mago’s executive contributions of $1,042,500; and Ms. Brady’s executive contributions of $3,373,339, 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 $1,209,555. |

  170. 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 NEOs 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 NEO’s employment. The table describes our 2024 equity grant practices. To the extent relevant, prior practices are described in the footnotes.

  171. 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 | For cash performance shares, pro rata vesting, or full vesting if retire on or after age 60 with 10 years of service (8), distribution on vesting date Capital and Earnings Improvement Awards would be forfeited | 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 | For cash performance shares, full vesting and distribution on vesting date Capital and Earnings Improvement Awards would be forfeited | Unvested balance forfeited unless 25 years of service | Full vesting of unvested company contributions |

  172. Potential Payments Upon Termination or Change of Control

    | 58 | |

  173. 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) | | 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 |

  174. Potential Payments Upon Termination or Change of Control

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

  175. Potential Payments Upon Termination or Change of Control

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

  176. Potential Payments Upon Termination or Change of Control

    | “Limited Circumstances” as a termination in which a NEO 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 NEO’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. |

  177. Potential Payments Upon Termination or Change of Control

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

  178. 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. |

  179. 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. |

  180. Potential Payments Upon Termination or Change of Control

    | (4) Please see the narrative to the 2024 Pension Benefits Table for more information about our nonqualified pension plans. |

  181. Potential Payments Upon Termination or Change of Control

    | (5) Please see the narrative to the 2024 Nonqualified Deferred Compensation Table for more information about our nonqualified deferred compensation plans. |

  182. 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. |

  183. 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. |

  184. 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). |

  185. Potential Payments Upon Termination or Change of Control

    | | 59 |

  186. Clark Khayat

    | (1) Mr. Khayat is not retirement eligible and therefore all unvested, outstanding equity awards would be forfeited. |

  187. 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 2024, the median of the annual total compensation of all employees, excluding the CEO, is $87,835. The annual total compensation of the CEO, as reported in the 2024 Summary Compensation Table (“SCT”), is $18,638,612. The ratio of the annual total compensation of the CEO to the median of the annual total compensation of all other employees is 212 to 1. In determining the information provided above, we used the following methodology and estimates: As permitted by the SEC’s rules, we used the same median employee who was used for purposes of our 2023 pay ratio disclosure which median employee was identified in the following manner:

  188. Pay Ratio

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

  189. 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. |

  190. 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. |

  191. 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. |

  192. Pay Ratio

    We calculated the 2024 annual total compensation of the median employee identified in the manner described above using the same methodology that we used to determine the 2024 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.

  193. Pay Ratio

    | | 63 |

  194. Required Pay Versus Performance Disclosure

    Required Pay Versus Performance Disclosure The following information is being provided as required by Item 402(v) of Regulation S-K (“Item 402(v)”) with respect to Key’s five most recently completed fiscal years. The table below shows pay both as reported in the Summary Compensation Table (“SCT Total”) for the applicable fiscal year and as “Compensation Actually Paid” for each principal executive officer (“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 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.

  195. 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) | | 2024 | $18,638,612 | — | $21,164,867 | — | $6,272,988 | $6,933,470 | $108.38 | $122.23 | $(161,000,000) | -3.01% | | 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% |

  196. 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. |

  197. 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 were Mr. Khayat, Mr. Kimble, Mr. Paine, Ms. Brady and Ms. Mago. For 2024, our Other NEOs were Mr. Khayat, Mr. Paine, Ms. Brady and Ms. Mago. |

  198. 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: |

  199. 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, December 31, 2024 and as of any applicable vesting date. |

  200. 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, December 31, 2023, and December 31, 2024 (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. |

  201. 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, December 31, 2023, December 31, 2024, and as of any applicable vesting date. |

  202. Required Pay Versus Performance Disclosure

    | (d) The Capital and Earnings Improvement Awards granted December 30, 2024 were valued as of December 31, 2024 (assuming 100% financial performance due to the recency of the grant). |

  203. Required Pay Versus Performance Disclosure

    | 64 | |

  204. 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. |

  205. 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 each year included in the Pay Versus Performance Table: |

  206. 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 | Subtract 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 | | 2024 | ($ | 40,879) | $0 | $0 | ($ | 14,570,276) | $16,928,259 | | 943,124 | $0 | ($105,435) | ($1,200,456) | $571,918 | | 2023 | ($ | 27,606) | $0 | $0 | ($ | 6,999,983) | $3,940,984 | ($ | 3,843,463) | $0 | $374,227 | $0 | $745,887 | | 2022 | ($ | 14,895) | $0 | $0 | ($ | 7,199,958) | $4,767,435 | ($ | 2,857,610) | $0 | $553,287 | $0 | $370,202 | | 2021 | ($ | 15,862) | $0 | $0 | ($ | 4,299,986) | $7,153,407 | | 2,917,573 | $0 | $597,635 | $0 | $575,791 | | 2020 | ($ | 25,425) | $0 | $0 | ($ | 3,199,987) | $2,833,848 | ($ | 1,307,371) | $0 | ($92,664) | $0 | $306,454 |

  207. Required Pay Versus Performance Disclosure

    | Deductions and Additions to SCT Total for PEO (Mooney, column e) | | | | | | | | | | | | | | | | | 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 | | Subtract 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 | | 2024 | | N/A | N/A | N/A | | N/A | N/A | | N/A | N/A | | N/A | N/A | N/A | | 2023 | | N/A | N/A | N/A | | N/A | N/A | | N/A | N/A | | N/A | N/A | N/A | | 2022 | | N/A | N/A | N/A | | N/A | N/A | | N/A | N/A | | N/A | N/A | N/A | | 2021 | | N/A | N/A | N/A | | N/A | N/A | | N/A | N/A | | N/A | N/A | N/A | | 2020 | ($ | 2,746) | $0 | $0 | ($ | 9,599,972) | $8,759,084 | ($ | 2,816,527) | $0 | ($ | 179,885) | $0 | $821,370 |

  208. 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 | Subtract 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 | | 2024 | ($ | 13,155) | $0 | $0 | ($ | 4,061,833) | $4,660,458 | $243,435 | $0 | ($31,512) | ($287,608) | $150,696 | | 2023 | ($ | 7,107) | $0 | $0 | ($ | 1,910,248) | $1,174,016 | ($1,346,563) | $0 | $186,443 | $0 | $239,980 | | 2022 | ($ | 3,114) | $0 | $0 | ($ | 2,074,966) | $1,373,934 | ($1,574,838) | $0 | $305,653 | $0 | $155,437 | | 2021 | ($ | 5,105) | $0 | $0 | ($ | 2,049,973) | $3,426,293 | $1,931,130 | $0 | $334,283 | $0 | $352,555 | | 2020 | ($ | 8,182) | $0 | $0 | ($ | 2,249,970) | $1,980,122 | ($771,384) | $0 | ($53,625) | $0 | $200,121 |

  209. Required Pay Versus Performance Disclosure

    | | 65 |

  210. 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, December 31, 2019 – December 31, 2023 and December 31, 2019 – December 31, 2024. |

  211. 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, December 31, 2019 – December 31, 2023, and December 31, 2019 – December 31, 2024. |

  212. 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. |

  213. 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 “Total Pay for our Named Executive Officers” on page 32 of this proxy statement and Definitions of Certain Financial Terms on page 45 of this proxy statement. |

  214. Required Pay Versus Performance Disclosure

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

  215. 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, as our TSR increases, the value of Compensation Actually Paid (as we are required to calculate it for purposes of this disclosure) generally also increases, due to the large percentage of executive officer compensation that is paid in the form of long-term incentives, the value of which is tied to Key’s share price.

  216. Required Pay Versus Performance Disclosure

    | 66 | |

  217. Required Pay Versus Performance Disclosure

    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. Note that ROTCE results shown below in 2024 were unfavorably impacted by the loss that we incurred in connection with the previously reported repositioning of our securities portfolio. The chart below shows the relationship between Net Income and Compensation Actually Paid. We do not find Net Income to be 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. Note also that Net Income results shown below in 2024 were unfavorably impacted by the loss that we incurred in connection with the previously reported repositioning of our securities portfolio. 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:

  218. Required Pay Versus Performance Disclosure

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

  219. Required Pay Versus Performance Disclosure

    | | 67 |

  220. 2024 Director Compensation Table

    2024 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 2024. Mr. Gorman, as an employee of KeyCorp, was not compensated for his services as a director.

  221. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Jacqui L. Allard (3) | — | — | — | | Alexander M. Cutler | 170,000 | 139,987 | 309,987 | | H. James Dallas | 140,000 | 139,987 | 279,987 | | Elizabeth R. Gile | 155,000 | 139,987 | 294,987 | | Ruth Ann M. Gillis | 115,000 | 139,987 | 254,987 | | Robin N. Hayes | 115,000 | 139,987 | 254,987 | | Carlton L. Highsmith | 107,500 | 139,987 | 247,487 | | Richard J. Hipple | 155,000 | 139,987 | 294,987 | | Somesh Khanna (3) | — | — | — | | Devina A. Rankin | 115,000 | 139,987 | 254,987 | | Barbara R. Snyder | 112,500 | 139,987 | 252,487 | | Richard J. Tobin | 107,500 | 139,987 | 247,487 | | Todd J. Vasos | 112,500 | 139,987 | 252,487 | | David K. Wilson | 130,000 | 139,987 | 269,987 |

  222. 2024 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 2024 as follows: Barbara R. Snyder (January to July) and Todd J. Vasos (July to December), 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 2024 as follows: H. James Dallas, Audit Committee Member (January to July) and Risk Committee Member (July to December); Ruth Ann M. Gillis, Audit Committee Member; Robin N. Hayes, Risk Committee Member (January to July) and Audit Committee Member (July to December); Carlton L. Highsmith, Risk Committee Member (January to July); Devina A. Rankin, Audit Committee Member (January to July) and Risk Committee Member (July to December); Richard J. Tobin, Audit Committee Member (July to December); 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 2024 as Lead Director. Amounts reported in the “Fees Earned or Paid in Cash” column include fees for extraordinary service during 2024 to each of Elizabeth R. Gile, Richard J. Hipple, and David K. Wilson. |

  223. 2024 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 2024 Annual Report. On May 9, 2024, each director who was then serving received a grant of 9,283 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. |

  224. 2024 Director Compensation Table

    | (3) On December 27, 2024, and upon the closing of the transactions contemplated by the Investment Agreement by and between KeyCorp and Scotiabank, the Board increased its size to 15 members and Ms. Jacqueline L. Allard and Mr. Somesh Khanna were each appointed to the Board pursuant to Scotiabank’s director designation rights set forth in the Investment Agreement. Neither received any fees for their brief service on the Board during 2024. |

  225. 2024 Director Compensation Table

    | | 69 |

  226. 2024 Director Compensation Table

    | As of December 31, 2024, the non-employee directors who served during 2024 and are listed in the table below had outstanding stock awards payable in common shares in the following amounts: |

  227. 2024 Director Compensation Table

    | Name | Outstanding Stock Awards | | Jacqui L. Allard | — | | Alexander M. Cutler | 53,886 | | H. James Dallas | 22,463 | | Elizabeth R. Gile | 112,454 | | Ruth Ann M. Gillis | 57,518 | | Robin N. Hayes | 39,972 | | Carlton L. Highsmith | 17,637 | | Richard J. Hipple | 17,637 | | Somesh Khanna | — | | Devina A. Rankin | 60,571 | | Barbara R. Snyder | 200,698 | | Richard J. Tobin | 57,830 | | Todd J. Vasos | 61,971 | | David K. Wilson | 65,849 |

  228. 2024 Director Compensation Table

    | 70 | |