Amy Brady
Chief Information Officer at KEY
Executive
About Amy Brady
Chief Information Officer of KeyCorp since May 2012; executive officer since 2012. Age 58 as of December 31, 2024; previously spent 25 years at Bank of America as SVP & CIO, Enterprise Technology & Operations . 2024 was a milestone year for Key with net interest income exit rate +14% YoY, CET1 11.9% (+190 bps), and record AUM >$61B; investment banking fees +25% . Over the last three years, Key’s TSR declined ~13%, and executive long-term award values decreased ~36% from grant to 12/31/2024, underscoring pay-performance sensitivity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KeyCorp | Chief Information Officer | 2012–present | Strengthened data management/governance; oversaw cloud migration (contact center and consumer online banking portal) |
| Bank of America | SVP & CIO, Enterprise Technology & Operations | 25 years (prior to 2012) | Led technology delivery/operations for enterprise functions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| DuPont de Nemours, Inc. | Director | Since 2019 | Shared external board network with Key’s Lead Director Alexander M. Cutler (DuPont director since 2008) |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 700,000 | 700,000 | 700,000 |
| Target Annual Incentive ($) | 1,300,000 | 1,300,000 | 1,300,000 |
| Actual Annual Incentive Paid ($) | 975,000 | 910,000 | 1,200,000 (paid in 2025 for 2024 performance) |
Implied target bonus ~186% of base salary (1,300,000/700,000) based on disclosed targets .
Performance Compensation
Annual Incentive (2024)
| Metric | Weight | Target (Middle) | Actual | Funding/Payout |
|---|---|---|---|---|
| Adjusted EPS | 20% | $1.15 | $1.14 | 97.3% |
| Adjusted ROTCE | 20% | 11.6% | 11.3% | 87.5% |
| CET1 | 10% | 10.0% | 10.9% | 150% |
| Relative Performance to Peers (Revenue, PPNR growth, NCOs/Avg Loans) | 20% | Middle quartile | Middle quartile | 100% |
| Operational Excellence (incl. risk excellence) | 30% | Meets (objective assessment) | Meets | 100% |
| Committee Approved Funding | — | — | — | 100.6% |
Long-Term Incentive Design (2025 cycle granted Q1 2025)
| Vehicle | % of LTI Value | Vesting | Performance Features |
|---|---|---|---|
| Performance Awards (cash-settled) | 60% | 3-year cliff | Adjusted ROTCE vs peers and cumulative adjusted EPS; TSR +/-15% modifier; capital hurdle; 0–150% payout |
| RSUs | 30% | 4-year ratable | Stock price-linked; ownership alignment |
| Premium-Priced Stock Options | 10% | 4-year ratable; 10-year expiry | 10% premium strike; value only if price appreciation |
Capital & Earnings Improvement Award (Supplemental; granted 12/30/2024)
| Item | Detail |
|---|---|
| Grant Date | Dec 30, 2024 |
| Target Shares (#) | 105,201 |
| Target $ Value | $1,622,199 |
| Metrics | Marked CET1 and Cumulative EPS (post-Scotiabank investment objectives) |
| Measurement Period | Jan 1, 2025 – Dec 31, 2026 |
| Vesting Date | Jan 2027 upon Committee certification |
| Post-Vesting Hold | Mandatory 1-year; shares delivered Jan 2028 |
| Max Payout | 150% of target shares |
| Value Cap | Vesting-date value capped at 2.5x grant-date value (reduces shares if exceeded) |
| Termination/CoC | Forfeiture on voluntary/involuntary resignation (except death/disability); double-trigger vesting on CoC |
Equity Ownership & Alignment
| As of Record Date | Common Shares | Options (exercisable within 60 days) | Deferred Shares (within 60 days) | Total Beneficial Ownership | Other Deferred Shares Owned | Combined Beneficial + Other Deferred |
|---|---|---|---|---|---|---|
| March 21, 2025 | 101,523 | 219,065 | — | 320,588 | 176,561 | 497,148 |
- Ownership guidelines: Management Committee executives must own ≥3x base salary and ≥5,000 directly-owned shares; post-vesting holding until guidelines met .
- Hedging/pledging: Prohibited (no short sales, options derivatives, collars; no pledging) .
- Options mostly out-of-the-money at 12/29/2023 (exercise prices above market) .
Outstanding Equity Awards and Vesting Schedules
Stock Options (Outstanding and Remaining Vest Dates)
| Grant Date | Unexercised Options (Exercisable) | Unexercised Options (Unexercisable) | Exercise Price ($) | Expiration | Remaining Vesting Dates |
|---|---|---|---|---|---|
| 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 | 2/17/2025 |
| 2/14/2022 | 12,976 | 12,975 | 28.50 | 2/14/2032 | 2/17/2025; 2/17/2026 |
| 2/17/2023 | 8,865 | 26,595 | 21.07 | 2/17/2033 | 2/17/2025; 2/17/2026; 2/17/2027 |
| 2/16/2024 | — | 43,731 | 15.48 | 2/16/2034 | 2/17/2025; 2/17/2026; 2/17/2027; 2/17/2028 |
RSUs (Outstanding and Remaining Vest Dates)
| Grant Date | RSUs Outstanding (#) | Remaining Vesting Dates |
|---|---|---|
| 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 |
Performance Awards (Outstanding)
| Grant Date | Units Outstanding (#) | Remaining Vesting Date |
|---|---|---|
| 2/17/2023 | 25,552 | 2/17/2026 |
| 2/16/2024 | 67,459 (cash performance shares) | 2/17/2027 |
| 12/30/2024 | 105,201 (Capital & Earnings Improvement Award target shares) | 1/10/2027 (settlement in Jan 2028) |
2022 performance awards vested at 0% (below-threshold cumulative EPS and ROTCE vs peers) .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement | None (no employment agreements for executive officers) |
| Severance – Limited Circumstances | Up to one year base salary; pro-rated annual incentive may be paid at discretion |
| Change-of-Control (Double Trigger) | Severance equals 2x (base + target annual incentive) plus COBRA premiums; two additional years of deferred comp matching contributions |
| Retirement Eligibility/Treatment | Retirement-eligible (≥55 with ≥5 years); pro rata vesting of unvested equity |
| Clawback | Compensation Recovery Policy for restatements; robust risk-adjustment/clawback features |
| Hedging/Pledging | Prohibited under insider trading policy |
| Ownership Guidelines | 3x base salary; ≥5,000 directly-owned; post-vesting holding until compliant |
Termination Value Illustrations (proxy-calculated)
| Scenario (as of 2025 proxy) | Severance Pay | Options | RSUs | Performance Awards | Deferred Comp | Total |
|---|---|---|---|---|---|---|
| Limited Circumstances | $700,000 | $72,593 | $1,218,119 | $2,066,462 | — | $4,057,174 |
| Change-of-Control Termination | $6,025,539 | $72,593 | $1,218,119 | $3,869,607 (incl. CEI award) | $46,000 | $11,231,858 |
Performance & Track Record
- CIO execution highlights: strengthened data governance; cloud migration; refreshed consumer digital banking platform .
- Company performance (context for incentive outcomes): investment banking fees +25% YoY; AUM >$61B; commercial payments deposits $60B and ~$7T payments volume; NII exit rate +14% YoY; CET1 11.9% .
- 3-year TSR down ~13%; executive equity values -36% from grants (2022–2024) to 12/31/2024 .
Deferred Compensation
| Plan | Executive Contributions (2019) | Key Contributions (2019) | Aggregate Earnings (2019) | Aggregate Balance (12/31/2019) |
|---|---|---|---|---|
| Deferred Savings Plan (DSP) | $913,588 | $40,500 | $319,519 | $1,636,561 |
| Second Deferred Savings Plan (SDSP) | $103,269 | — | $10,445 | $113,714 |
Compensation Structure Analysis
- Majority of NEO pay “at risk”; over half delivered as LTI; clawbacks, post-vesting holding, independent consultant, no tax gross-ups, no single-trigger CoC, no hedging/pledging, no repricing/backdating .
- 2024 supplemental CEI awards tied to Marked CET1 and Cumulative EPS with 150% cap and 2.5x value cap; intended to align incentives to Scotiabank investment execution and retention .
- 2022 performance awards paid 0%; 2023 awards expected well-below target, reinforcing pay-for-performance .
Investment Implications
- Alignment: Strong governance (ownership guidelines; post-vest holding; clawbacks) and performance-linked metrics (EPS, ROTCE, CET1, relative performance) reduce pay-for-nonperformance risk .
- Retention/overhang: Material outstanding RSUs/options and the two-year CEI performance period plus one-year settlement hold limit near-term selling pressure and encourage retention through early 2028 .
- Trading signals: Multiple vesting dates in mid-February each year (2025–2028) and CEI vest in Jan 2027 may create periodic liquidity events; options struck at premium reduce near-term exercise unless price appreciates .
- Change-of-control economics: Double-trigger terms and capped CEI value limit windfalls; severance formula is standard (2x base+target bonus), with additional plan contributions .
- Ownership: Beneficial ownership <1% of outstanding shares (consistent with peers); hedging/pledging prohibitions mitigate misalignment risk .