Angela Mago
Chief Human Resources Officer at KEY
Executive
About Angela Mago
Angela G. Mago (age 59) is KeyCorp’s Chief Human Resources Officer (CHRO) since November 2023; previously Head of Commercial Bank (May 2019–Nov 2023) and Co‑Head of Key Corporate Bank (2016–May 2019). She became a KeyCorp executive officer in 2016 . In 2024, Key highlighted company performance: investment banking fees up 25% YoY, AUM over $61B, ~$7T payments volume processed, CET1 ratio up 190 bps to 11.9%, supporting pay-for-performance context for senior executives including Mago . Company TSR for 2024 corresponded to $108.38 value of a $100 initial investment (peer group $122.23), with pay-versus-performance disclosure framing alignment mechanics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KeyCorp | CHRO | Nov 2023–present | Leads talent, attraction, development, and retention; transitioned from Commercial Bank leadership . |
| KeyCorp | Head of Commercial Bank | May 2019–Nov 2023 | Co-led 2023 RWA reduction (~$14B) while preserving core relationships; drove synergies by combining middle market segments with payments . |
| KeyCorp | Co‑Head, Key Corporate Bank | 2016–May 2019 | Senior leadership across Corporate Bank; executive officer since 2016 . |
| KeyCorp | Head of Real Estate Capital | 2014–2019 | Led real estate capital businesses prior to Corporate Bank leadership . |
External Roles
No public external directorships disclosed for Mago in company filings reviewed .
Fixed Compensation
Three-year compensation detail from proxy summary tables:
| Metric ($USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $600,000 | $600,000 | $600,000 |
| Non-Equity Incentive (Annual Bonus Paid) | $1,125,000 | $1,125,000 | $1,100,000 |
| Stock Awards (grant-date fair value) | $1,709,982 | $1,710,000 | $3,692,672 |
| Option Awards (grant-date fair value) | $189,994 | $189,999 | $189,998 |
| Change in Pension Value | $2,066 | $14,327 | $21,216 |
| All Other Compensation | $18,300 | $22,500 | $23,000 |
| Total | $3,645,342 | $3,661,826 | $5,626,886 |
Additional retirement/deferred balances (as of 12/31/2024):
- Pension present value: $432,379 (Consolidated Cash Balance), $111,340 (Second Excess Cash Balance) .
- Nonqualified deferred balances: $2,302,307 (Deferred Savings Plan), $2,205,466 (Second Deferred Savings Plan) .
Performance Compensation
2024 Annual Incentive Plan – funding determination and metrics:
| Metric | Weight | Min (50% payout) | Target (100%) | Max (150%) | Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| Adjusted EPS | 20% | $0.97 | $1.15 | $1.20 | $1.14 | 19.5% |
| Adjusted ROTCE | 20% | 9.9% | 11.6% | 12.2% | 11.3% | 17.5% |
| CET1 | 10% | 9.8% | 10.0% | 10.5% | 10.9% | 15.0% |
| Relative Performance to Peers | 20% | Bottom Quartile | Middle Quartile | Top Quartile | Middle Quartile | 20.0% |
| Operational Excellence | 30% | Objective Assessment | Objective Assessment | Objective Assessment | Meets | 30.0% |
| Calculated Funding | — | — | — | — | — | 102.0% |
| Committee-Approved Funding | — | — | — | — | — | 100.6% |
Long-term incentive design (2025 awards): 60% Performance Awards (3-year cliff, metrics: adjusted ROTCE vs peers; cumulative adjusted EPS; TSR modifier ±15%); 30% RSUs (4-year ratable); 10% premium-priced stock options (110% of grant-date price; 10-year term) . Performance Awards granted in 2022 vested at 0% due to below-threshold cumulative EPS and bottom-quartile ROTCE (TSR modifier N/A) .
Capital & Earnings Improvement Award (granted Dec 30, 2024; supplemental PSU aligned to Scotiabank strategic investment):
- Mago target grant: $1,982,688; 128,579 shares at target; payout capped at 150% of target shares and 2.5x grant-date target value; performance period 2025–2026; vest Jan 2027; mandatory 1-year holding to Jan 2028; hurdles: Marked CET1 and Cumulative EPS; forfeiture absent double-trigger CoC .
Equity Ownership & Alignment
Beneficial ownership (record date 3/21/2025):
- Common shares: 257,158; Options (exercisable within 60 days): 312,318; Total beneficial: 569,476; Other deferred shares owned (not vesting within 60 days): 211,620; Combined beneficial + other deferred: 781,097 . No executive officer beneficially owns >1% of outstanding shares .
Outstanding equity awards at 12/31/2024 (Mago):
- Options unexercisable: 55,393 (2/16/2024 grant, exercise price $15.48, expire 2/16/2034), plus prior grants with remaining tranches in 2025–2028 .
- RSUs not vested: 88,104 units with remaining vesting on 2/17/2025–2/17/2028 .
- Equity incentive awards (cash performance shares + Capital & Earnings Improvement Award) unearned/outstanding: 247,661 units; vesting: cash PS (2023/2024 grants) 2/17/2026–2/17/2027; Capital & Earnings Improvement Award vests Jan 2027 (deferred settlement Jan 2028) .
Vesting schedules (selected grants):
- Options outstanding/remaining vest dates: 2/16/2024 (55,393; 2/17/2025–2028); 2/17/2023 (33,687; 2/17/2025–2027); 2/14/2022 (16,435; 2/17/2025–2026); 2/15/2021 (11,094; 2/17/2025) .
- RSUs outstanding/remaining vest dates: 2/16/2024 (42,724; 2/17/2025–2028); 2/17/2023 (25,224; 2/17/2025–2027); 2/14/2022 (12,961; 2/17/2025–2026); 2/15/2021 (7,195; 2/17/2025) .
- Performance/capital awards outstanding/remaining vest dates: 2023 cash performance shares: 33,633 vest 2/17/2026; 2024 cash performance shares: 85,449 vest 2/17/2027; Capital & Earnings Improvement Award: 128,579 target shares, vest 1/10/2027 .
Stock ownership guidelines and policies:
- Management Committee executives must hold KeyCorp equity equal to 3x base salary; executives must hold net shares from vesting until compliant; all NEOs satisfied ownership requirements as of 2/28/2025 .
- Prohibitions: hedging transactions and pledging KeyCorp securities; no 10b5‑1 plans for employees; insider trading policy requires pre-clearance for directors/executives .
Employment Terms
Severance and change-of-control (CoC) economics:
- Separation Pay Plan: up to 52 weeks of pay for staff reductions; executive “Termination Under Limited Circumstances” generally mirrors up to 52 weeks severance, plus negotiated benefits .
- CoC agreements: Double-trigger; severance equals two times sum of base salary + target annual incentive (CEO is 3x), plus COBRA premiums; full vesting of equity on CoC termination (target unless performance period ended) .
- Post-termination illustrative values for Mago (as of 12/31/2024; closing price $17.14):
- Death/Disability: Options $91,952; RSUs $1,510,094; Performance awards $4,821,384; Total $6,423,431 .
- Retirement (≥55 & 5 years service): Options $19,156; RSUs $626,210; Performance awards $1,111,375; Total $1,756,741 .
- Limited Circumstances: Severance $600,000; Options $91,952; RSUs $1,510,094; Performance awards $2,617,540; Total $4,819,586 .
- CoC Termination: Severance $5,125,539; Options $91,952; RSUs $1,510,094; Performance awards $4,821,384; Deferred comp additional matching $46,000; Total $11,594,969 .
Restrictive covenants (award acceptance agreements):
- Non-solicitation of employees (1 year post-termination); customer/prospect non‑solicitation/competitive conduct (1 year), confidentiality/trade secrets; certain restrictions waived on specified CoC conditions .
Clawbacks and risk adjustment:
- Compensation Recovery Policy permits clawback for restatements; incentive awards subject to risk adjustment and forfeiture based on significant risk events and performance assessments .
Investment Implications
- Alignment and downside sensitivity: Performance Awards from 2022 paid 0%, demonstrating true downside in equity-linked pay; 2023 awards are expected well below target per proxy commentary, reinforcing linkage to ROTCE/EPS outcomes .
- Retention dynamics: As CHRO (since Nov 2023), Mago’s 2024 total pay was set at target ($3.0M total opportunity; $600k salary; $1.1M annual incentive; $1.3M LTIs), reflecting role transition; supplemental Capital & Earnings Improvement Award ($1.98M, 128,579 target shares) increases retention focus through Jan 2028 settlement and rigorous CET1/EPS hurdles .
- Ownership and potential supply: Significant beneficial and deferred holdings (781k combined), with staggered vesting across 2025–2028; premium-priced options (110% of grant price) and post-vesting holding requirements limit near-term selling pressure; hedging/pledging are prohibited .
- Governance/Shareholder signals: Strong say‑on‑pay support (avg 92% over 5 years; 2024 90%) and defined peer group benchmarking (regional banks) indicate compensation viewed as competitive yet balanced by clawbacks and risk policies .
Notes on Company Performance Context (for pay‑for‑performance)
- 2024 operational highlights: investment banking fees +25% YoY; AUM >$61B; ~$7T payments volume; CET1 11.9% (+190 bps YoY); NII trajectory ahead of expectations—providing backdrop for 2024 incentive funding near target .
- Required Pay vs Performance disclosure shows TSR tracking and compensation actually paid methodology, supporting alignment narrative .
Equity Award Mechanics (selected details)
- Options granted on 2/16/2024 to Mago: 55,393, exercise price $15.48 (110% of $14.07 closing price), vest ratably over 4 years .
- Award agreements (RSU/PSU) embed double-trigger CoC vesting, dividend equivalents, harmful activity forfeiture, and Section 409A compliance .
Compensation Peer Group
Key’s 2024 peer group for compensation and relative performance: Citizens, Comerica, Fifth Third, Huntington, M&T, PNC, Regions, Truist, U.S. Bancorp, Zions .
Say‑on‑Pay & Shareholder Feedback
Average say‑on‑pay approval ~92% over past 5 years; 2024 approval ~90%; ongoing engagement noted by Board/management .
Investment Implications
- Mago’s pay structure is highly performance‑linked (ROTCE/EPS/TSR) and includes stringent capital/earnings hurdles; 2022 zero vesting confirms downside exposure and robust pay discipline .
- Retention risk appears mitigated by significant unvested awards across 2025–2028, mandatory holding periods, and strong ownership guideline compliance; no hedging/pledging permitted reduces misalignment risk .
- CoC protections (2x salary+target bonus) are standard for NEOs and double‑trigger, limiting single‑trigger acceleration; separation plan caps severance at 52 weeks in ordinary reductions, moderating payouts in non‑CoC scenarios .
- Overall, equity-heavy mix and clawback/risk policies suggest tight alignment with shareholder outcomes; supplemental Scotiabank-related PSUs add targeted long‑term incentives to deliver CET1/EPS improvements .