Alexander Cutler
Lead Independent Director at KEY
Board
About Alexander M. Cutler
Alexander M. Cutler, age 73, has served on KeyCorp’s Board since 2000 and is the Board’s independent Lead Director. He chairs the Nominating and Corporate Governance Committee and serves on the Compensation and Organization Committee and the Executive Committee. Cutler was Chairman and CEO of Eaton Corporation plc from 2000 through May 2016, bringing extensive public company board and M&A experience; he is also a director at DuPont de Nemours, Inc. (since 2008) and holds nonprofit roles with the Musical Arts Association and United Way of Greater Cleveland.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton Corporation plc | Chairman & Chief Executive Officer | 2000–May 2016 | Led global diversified power management company; extensive experience in acquisitions, divestitures, and integration; significant corporate governance and public board experience |
| Business Roundtable | Executive Committee member (former) | — | Governance leadership and policy engagement at national CEO forum |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DuPont de Nemours, Inc. | Director | Since 2008 | Current public company directorship |
| Musical Arts Association | Honorary Trustee | — | Nonprofit board role |
| United Way of Greater Cleveland | Life Director | — | Nonprofit board role |
Board Governance
- Independence: The Board determined all directors except the CEO are independent under NYSE and KeyCorp standards; this includes Mr. Cutler. The independence review covered ordinary-course banking and related relationships and found no impairments to independence.
- Lead Independent Director responsibilities (selected): presides at executive sessions; liaises between Chair and independents; approves schedules/materials/agendas; can call Board or independent director meetings; participates in shareholder governance engagements; advises on independent consultants; oversees compliance and governance enhancements; coordinates committee chairs; and co-facilitates CEO performance evaluation with Compensation Chair. Lead Director effectiveness is evaluated annually by independent directors.
- Committee assignments for Cutler: Nominating & Corporate Governance (Chair); Compensation & Organization (Member); Executive (Member).
- Board engagement and attendance: Directors met in executive session at every regular meeting; average attendance was approximately 97% in 2023 and approximately 98% in 2024.
| Committee | 2023 Meetings | 2024 Meetings |
|---|---|---|
| Audit | 14 | 14 |
| Compensation & Organization | 8 | 8 |
| Nominating & Corporate Governance | 7 | 6 |
| Risk | 8 | 13 |
| Technology | 5 | 5 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 170,000 | 139,995 | 309,995 |
| 2024 | 170,000 | 139,987 | 309,987 |
- Notes: Cash fees include Lead Director fees and committee chair/member fees as applicable; Cutler’s cash fees include service as Lead Director and Nominating & Corporate Governance Chair.
Performance Compensation
| Year | Grant Date | Award Type | Shares Granted | Grant-Date Fair Value ($) | Vesting/Payment Terms |
|---|---|---|---|---|---|
| 2023 | May 11, 2023 | Fully vested deferred shares | 15,401 | 140,000 | Payable on 3rd anniversary: half in shares, half in cash unless further deferred; immediate distribution if director separates before 3rd anniversary |
| 2024 | May 9, 2024 | Fully vested deferred shares | 9,283 | 140,000 | Same: half shares/half cash at 3 years unless further deferred; immediate if separation before 3rd anniversary |
- Structure observations: Non-employee director equity awards are fully vested at grant and time-based deferred; no disclosed performance metrics or PSU/option structures for directors.
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlock/Conflict Notes |
|---|---|---|---|
| DuPont de Nemours, Inc. | Director | Since 2008 | No related-party or transactional conflicts disclosed with KeyCorp; Board independence review found ordinary-course relationships did not impair independence. |
Expertise & Qualifications
- Senior leadership across a wide range of management and executive roles at Eaton; significant governance and public company board experience (Eaton chairmanship, DuPont board, former Business Roundtable Executive Committee).
- Extensive M&A execution and integration background, relevant to oversight of strategy and risk.
Equity Ownership
| As-of Date | Common Shares | Options (Exercisable ≤60d) | Deferred Shares (≤60d) | Other Deferred Shares Owned | Total Beneficial Ownership | Combined Beneficial + Other Deferred |
|---|---|---|---|---|---|---|
| March 15, 2024 | 273,652 | — | — | 47,243 | 273,652 | 320,895 |
| March 21, 2025 | 284,433 | — | — | 54,590 | 284,433 | 339,023 |
- Ownership policy: Non-employee directors must own equity equal to at least 5x the annual retainer and at least 1,000 directly owned shares; hedging and pledging of KeyCorp securities are prohibited for directors.
Governance Assessment
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Strengths
- Robust independent oversight via a well-defined Lead Director role (agenda control, executive session leadership, shareholder engagement, committee coordination) and strong committee structure composed solely of independent directors.
- High Board engagement (97%–98% average attendance) and regular executive sessions; clear independence determinations after transaction reviews.
- Director compensation mix balanced between cash and equity; equity grants are time-based deferred shares driving alignment with share value without option-based risk-taking.
- Prohibitions on hedging/pledging reduce alignment risks; defined ownership guidelines promote long-term skin-in-the-game.
-
Risks and Watch Items
- RED FLAG: Shareholder proposal argued the Lead Director role is a poor substitute for an independent Chair, citing Cutler’s long tenure (24 years) and prior voting opposition; Board recommended against adopting an independent Chair. Monitor future vote trends and engagement feedback.
- Tenure/refresh risk: Director since 2000; while the Board maintains refreshment and independence reviews, long tenure can draw investor scrutiny regarding independence and renewal.
- Banking relationships exist with directors in the ordinary course; while vetted under Regulation O and found immaterial, continued monitoring of related-party exposure is prudent.
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Context signals
- Board reports strong say-on-pay support historically (90% in 2024; ~92% five-year average), indicating investor acceptance of compensation governance for executives, though not a direct referendum on director pay.
Notes on Attendance and Engagement
- Directors met in executive session at every regular Board meeting; Lead Director participates in shareholder governance dialogues and interviews all director candidates.
Compensation Structure Analysis
- Year-over-year mix remained stable: cash fees ($170k) and equity fair value (~$140k) for both 2023 and 2024; equity grant share counts differed due to stock price, but value was constant, signaling consistent at-risk equity exposure for directors.
- Director equity awards are fully vested at grant and time-based deferred (half shares, half cash at three years unless further deferred), with no performance conditions; absence of options suggests lower risk orientation and reduced repricing risk.
Related Party Transactions
- The Nominating & Corporate Governance Committee reviews related-person transactions under a formal policy with arm’s-length, ordinary-course, and materiality thresholds. 2024 director/executive relationships (including loans and wealth management) were ordinary course, on market terms, and compliant with Regulation O; no impairments to independence were found.
Director Compensation Details (Structure and Fees)
- Cash fees include Lead Director premium and Nominating & Corporate Governance Chair fees for Mr. Cutler; committee membership fees are applied per committee service as disclosed.
Stock Ownership Guidelines and Restrictions
- Directors must maintain ownership equal to at least 5x annual retainer and at least 1,000 directly owned shares; hedging, pledging, short sales, and derivatives are prohibited under the Insider Trading Policy.