Keycorp

This advisory proposal asks shareholders to approve, on a non‑binding basis, the compensation of KeyCorp’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis and accompanying tables. Management frames this proposal as an affirmation of the Company’s pay-for-performance philosophy and alignment of executive pay with long‑term shareholder value, noting that compensation is weighted to variable, performance-based awards and includes clawback and stock ownership policies. The Board and Compensation Committee emphasize responsiveness to shareholder feedback after a lower say‑on‑pay result in 2025, describing concrete changes such as eliminating one‑time awards in 2025, shifting annual incentives toward pre‑established financial metrics (PPNR and ROTCE), enhancing disclosure of metric selection and targets, and reducing overlap between short‑ and long‑term metrics. The vote is advisory and non‑binding, but management states it will consider the outcome in future compensation decisions and shareholder engagement. Key context includes recent shareholder outreach with top holders (excluding Scotiabank) and an extensive review that led to plan refinements; the Company also highlights governance safeguards (clawbacks, deferral features, independent compensation consultant, and committee oversight). Given the company’s recent strong financial performance in 2025 (record revenue, improved PPNR and ROTCE) but prior lower say‑on‑pay support (63% in 2025), this vote serves as both a benchmark of investor acceptance of the changes and a governance signal. The Board’s recommendation to vote FOR is grounded in its view that the revised program is appropriately calibrated to reward sustainable performance while addressing investor concerns; however, the advisory nature of the vote and the concentrated ownership (notably Scotiabank’s significant stake) mean outcomes should be interpreted within the ownership and governance context when assessing alignment and potential future adjustments.

This proposal asks shareholders to approve a new omnibus equity plan that would replace the 2019 Plan and authorize a fixed share reserve (24,000,000 shares plus any shares available under the 2019 Plan immediately prior to approval) for grants to employees and non-employee directors. Management frames the plan as essential for attracting, retaining, and aligning employees and directors with long‑term shareholder value, arguing that failure to approve would force a shift toward greater cash compensation, increasing expense and reducing alignment. The Equity Plan includes governance features that management highlights to mitigate dilution and misuse: a fixed rather than evergreen share reserve, responsible share counting (no liberal recycling of surrendered or withheld shares), minimum vesting requirements (one year, with limited exceptions and a 5% carve‑out), no repricing of options without shareholder approval, limits on annual director awards, double‑trigger change‑of‑control vesting, and clawback/harmful‑activity provisions. The Board’s requested share reserve is intended to support approximately three years of grants based on current practices, but management notes actual run‑rate depends on grant mix, share price, and headcount. From an analytical standpoint, the plan’s fixed share pool and anti‑recycling rules reduce potential long‑term dilution compared with “evergreen” plans, while the minimum vesting and anti‑repricing protections align with institutional investor governance priorities. Investors evaluating the proposal should weigh the sufficiency of the share reserve against historical usage, the competitive market for talent in banking/financial services, and the plan’s administrative discretion (grant levels determined by the Compensation Committee). The Board recommends FOR, asserting that the governance features and limits appropriately balance incentive needs with shareholder protections.